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Fair Value Measurements

9 Months Ended

12 Months Ended

Dec. 31, 2023

Sep. 30, 2023

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 14 - Fair Value Measurements

As of December 31, 2023, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments.

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

Summary of Liabilities Measured at Fair Value on a Recurring Basis


December 31, 2023		Level 1				Level 2				Level 3				Total
Liabilities:
Forward Purchase Agreement put option liability		$	-			$	-			$	42,256			$	42,256
Public Warrants			1,048				-				-			$	1,048
Private Placement Warrants			-				-				869			$	869
Total liabilities		$	1,048			$	-			$	43,125			$	44,173

March 31, 2023

Level 1

Level 2

Level 3

Total

Liabilities:

Forward Purchase Agreement put option liability

$

-

$

-

$

-

$

-

Public Warrants

-

-

-

$

-

Private Placement Warrants

-

-

-

$

-

Total liabilities

$

-

$

-

$

-

$

-

The initial fair value of the FPA put option liability at the Closing Date was $25,009, which is reported as a forward purchase agreement put option liability in our condensed consolidated balance sheet. The change in the fair value of the forward purchase agreement put option liability of $17,247 has been recorded to change in fair value of forward purchase agreement put option liability for the three and nine months ended December 31, 2023, in the Company’s condensed consolidated statements of operations. The forward purchase agreement put option liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Notes 2 and 13. The estimated fair value of the forward purchase agreement put option liability was calculated using a Monte Carlo model and used significant assumptions including the risk-free rate and volatility. The change in fair value of the forward purchase agreement put option liability is primarily driven by a decrease in the price per share of the Company.

The valuation of the forward purchase agreement put option liability was made using the following assumptions as of December 31, 2023:


Term (years)			0.85
Risk-free interest rate			4.93	%
Volatility			48.6	%
Stock price at measurement date		$	2.50

Given that the Public Warrants have a listed price available, the Company classified them as Level 1. The Company has classified the privately placed warrants within Level 3 of the hierarchy as the fair value derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. There were no transfers between fair value levels during the three and nine months ended December 31, 2023.

The valuation of the liability for the Private Placement Warrants was made using the following assumptions as of December 31, 2023:


Term (years)			4.85
Risk-free interest rate			3.85	%
Volatility			38.2	%
Stock price at measurement date		$	2.50

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


		Forward Purchase Agreement Put Option Liability				Public Warrant Liability				Private Placement Liability				Total
Fair value at April 1, 2023		$	-			$	-			$	-			$	-
Warrants and Forward Purchase Agreement put option liability acquired as part of Business Combination as at November 6, 2023			25,009				1,513				1,256				27,778
Change in fair value (gain) / loss			17,247				(465	)			(387	)			16,395
Fair value as of December 31, 2023		$	42,256			$	1,048			$	869			$	44,173

Based on the expected VWAP as at inception as well as December 31, 2023 it is not expected that ATI would be required to issue additional Class A ordinary shares to certain vendors. On this basis, Fair value of the derivative financial instrument representing ATI’s obligation to issue additional Class A ordinary shares has been determined to be insignificant on initial recognition as well as at December 31, 2023 and accordingly the quantitative disclosures in relation to the fair value have not been provided.

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 September 30, 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
September 30, 2023		Marketable securities			1			$	49,992,699
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 September 30, 2023 and December 31, 2022, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


September 30, 2023		Level 1				Level 2				Level 3				Total
Liabilities:
Public Warrants		$	564,650			$	-			$	-			$	564,650
Private Placement Warrants			-				436,990				-				436,990
Total liabilities		$	564,650			$	436,990			$	-			$	1,001,640

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 September 30, 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 and nine months ended September 30, 2023.

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


		Public Warrant Liability				Public Warrant Liability				Total
Fair value at January 1, 2023		$	346,150			$	267,890			$	614,040
Change in fair value (loss)			218,500				169,100				387,600
Fair value as of September 30, 2023		$	564,650			$	436,990			$	1,001,640

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

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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