Fair Value Measurements

Note

9-Fair

Value Measurements

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy:


	Fair Value Measured as of June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	414,553,871	$	—	$	—	$	414,553,871
Liabilities:
Warrant liabilities - Public Warrants	$	9,418,500	$	—	$	—	$	9,418,500
Warrant liabilities - Private Placement Warrants	$	—	$	—	$	141,220	$	141,220


	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	414,052,978	$	—	$	—	$	414,052,978
Liabilities:
Warrant liabilities - Public Warrants	$	7,027,650	$	—	$	—	$	7,027,650
Warrant liabilities - Private Placement Warrants	$	—	$	—	$	107,910	$	107,910

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the three and six months ended June 30, 2022 and 2021.

The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation model and subsequently been measured based on the listed market price of such warrants at each measurement date when separately listed and traded in November 2020. The fair value of the warrants issued in connection with the Private Placement has been estimated using a Black-Scholes Option Pricing model at each measurement date.

The estimated fair value of the Private Placement Warrants has been determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the implied volatility based on the trading price of the public warrants as of the valuation date. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement:


	June 30, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.99		$	9.81
Term (in years)		5.00			5.00
Volatility		11.00	%		14.20	%
Risk-free interest rate		3.01	%		1.34	%
Dividend yield		0.00	%		0.00	%
Probability of success		90.00	%		80.00	%

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and six months ended June 30, 2022 and 2021 is summarized as follows:


Level 3 warrant liabilities as of December 31, 2021	$	107,910
Change in fair value of warrant liabilities		(60,325	)

Level 3 warrant liabilities as of March 31, 2022		47,585
Change in fair value of warrant liabilities		93,635

Level 3 warrant liabilities as of June 30, 2022	$	141,220


Level 3 warrant liabilities as of December 31, 2020	$	165,780
Change in fair value of warrant liabilities		(30,700	)

Level 3 warrant liabilities as of March 31, 2021		135,080
Change in fair value of warrant liabilities		23,025

Level 3 warrant liabilities as of June 30, 2021	$	158,105

- 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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