Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Note 8 — Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

	Description	Level		Fair Value

March 31, 2023	Marketable securities		1	$	237,085,266
December 31, 2022	Marketable securities		1	$	234,716,046

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


March 31, 2023	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	1,265,000	$	—	$	—	$	1,265,000
Private Placement Warrants		—		979,000		—		979,000

Total liabilities	$	1,265,000	$	979,000	$	—	$	2,244,000


December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	346,150	$	—	$	—	$	346,150
Private Placement Warrants		—		267,890		—		267,890

Total liabilities	$	346,150	$	267,890	$	—	$	614,040

On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the Prospectus filed October 21, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of March 31, 2023 and December 31, 2022, the Company

classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. There were no transfers between fair value levels during the three months ended March 31, 2023.

The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities:


	Public Warrant Liability			Private Warrant Liability			Total
Fair value at January 1, 2023	$	346,150		$	267,890		$	614,040

Change in fair value (loss)		(918,850	)		(711,110	)		(1,629,960	)

Fair value as of March 31, 2023	$	1,265,000		$	979,000		$	2,244,000

Note 8 — Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	Description		Level	Fair Value
December 31, 2022		Marketable securities	1	$	234,716,046
December 31, 2021		Marketable securities	1	$	232,320,844

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	346,150	$	—	$	—	$	346,150
Private Placement Warrants		—		267,890		—		267,890

Total liabilities	$	346,150	$	267,890	$	—	$	614,040


December 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	6,900,000	$	—	$	—	$	6,900,000
Private Placement Warrants		—		5,340,000		—		5,340,000

Total liabilities	$	6,900,000	$	5,340,000	$	—	$	12,240,000

On December 9, 2021, the Public Warrants surpassed the

52-day

threshold waiting period to be publicly traded in accordance with the Prospectus filed October 21, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of December 31, 2022 and 2021, the Company classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. Besides the transfers of the Public Warrant from Level 3 to Level 1 and Private Warrant from Level 3 to Level 2 for reasons described above, there are no other transfers in and out of level 3 from the Initial Public Offering date through December 31, 2022.

The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities:


	Public			Private
	Warrant			Warrant
	Liability			Liability			Total
Fair value at October 22, 2021	$	5,030,000		$	4,024,000		$	9,054,000
Change in fair value		1,870,000			1,316,000			3,186,000

Fair value as of December 31, 2021		6,900,000			5,340,000			12,240,000
Change in fair value		(6,553,850	)		(5,072,110	)		(11,625,960	)

Fair value as of December 31, 2022	$	346,150		$	267,890		$	614,040

- 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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