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Fair Value Measurements

12 Months Ended

Dec. 31, 2021

NOTE 10. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2021		Level	December 31, 2020
Assets:
Marketable securities held in Trust Account	1		345,048,888	1	$	345,026,104

Liabilities:
Warrant Liability – Public Warrants	1		9,177,000	1	$	19,665,000
Warrant Liability – Private Placement Warrants	2		4,734,800	3	$	10,146,000
Forward Purchase Agreement Liability	3		1,600,000	3	$	2,900,000

The Public Warrants and Private Placement Warrants (collectively, the “Warrants”) and forward purchase agreement were accounted for as liabilities in accordance with ASC 815-40 and are presented separately in the condensed balance sheets. The warrant liabilities and forward purchase agreement liability are measured at fair value at inception and on a recurring basis, with changes in fair value presented separately in the condensed statements of operations.

Transfers to/from Levels 1, 2, and 3 are recognized at the ending of the reporting period. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of September 30, 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. As of December 31, 2021, total of $4.7 million warrant liabilities related to private placement warrants had been transferred from Level 3 to Level 2. Besides what had been disclosed above, there were no other transfers to/from Levels 1,2, and 3 during the three and nine months ended December 31, 2021. As of December 31, 2020, total of $19.7 million warrant liabilities related to public warrants had been transferred from Level 3 to Level 1 because the Public Warrants started separately trading on NASDAQ on September 14, 2020.

The following table presents the roll forward for the Level 3 Derivative liabilities as of December 31, 2021:

Level 3 Derivative liabilities at May 22, 2020 (inception)	$	-
Initial measurement at July 27, 2020 (including overallotment)		22,227,500
Change in fair value of public and private warrants		7,583,500
Initial measurement at July 27, 2020 of forward purchase agreement		1,000,000
Change in fair value of forward purchase agreement		1,900,000
Transfer from Level 3 to Level 1 derivative - Public warrants		(19,665,000	)
Level 3 Derivative liabilities at December 31, 2020	$	13,046,000
Change in fair value of private warrants		(5,411,200	)
Change in fair value of forward purchase agreement		(1,300,000	)
Transfer from Level 3 to Level 2 derivative - Private warrants		(4,734,800	)
Level 3 Derivative liabilities at September 30, 2021	$	1,600,000

The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement at IPO date and as of December 31, 2020 for public warrants. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units on September 14, 2020, were classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The Private Warrants are considered to be a Level 2 fair value measurement and are valued the same as the Public Warrants even though they are not traded on the market. The Private Warrants were considered a Level 3 fair value measurement prior to Q3, 2021 using a binomial lattice model. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant

pricing on comparable ‘blank-check’ companies without an identified target.

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of May 22, 2020 (inception)	$	-		$	-		$	-
Initial measurement on July 27, 2020 (including overallotment)	$	7,565,000		$	14,662,500		$	22,227,500
Change in valuation inputs or other assumptions	$	2,581,000		$	5,002,500		$	7,583,500
Fair value as December 31, 2020	$	10,146,000		$	19,665,000		$	29,811,000
Change in valuation inputs or other assumptions	$	(5,411,200	)	$	(10,488,000	)	$	(15,899,200	)
Fair value as of December 31, 2021	$	4,734,800		$	9,177,000		$	13,911,800

The forward purchase agreement was valued using the publicly traded price of the Company’s Units, based upon the fact that the Forward Purchase Units are equivalent to the Company’s publicly traded Units, and the publicly traded price of the Units considered (i) the market’s expectation of an initial Business Combination and (ii) the Company’s redemption of the common stock within the Units at $10.00 per shares if an initial Business Combination does not occur.

The following table presents the quantitative information regarding Level 3 fair value measurements of the forward purchase agreement:

	December 31, 2021			December 31, 2020
Unit price	$	10.31		$	10.15
Term to initial business combination (in years)		0.5			1.0
Risk-free rate		0.19	%		0.51	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of the forward purchase agreement liability:

Fair value as of May 22, 2020 (inception)	$	-
Initial measurement on July 27, 2020		1,000,000
Change in fair value		1,900,000
Fair value as of December 31, 2020		2,900,000
Change in fair value		(1,300,000	)
Fair value as of December 31, 2021	$	1,600,000

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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