Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Note 8 —Fair Value Measurements

As of December 31, 2022 and 2021, investments in the Company’s Trust Account primarily consisted of U.S money market funds and U.S. Treasury Securities that mature in May 2022, respectively. The Company classifies its United States Treasury securities as

held-to-maturity

in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”.

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The carrying value approximates the fair value due to its short-term maturity. The U.S. money market funds are carried at fair value and the fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities December 31, 2021 are as follows:


		Amortized Cost and Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

December 31, 2021	U.S. Treasury Securities	$	116,733,409		—	$	(16,360	)	$	116,716,698

Recurring Fair Value Measurements

Under the guidance in ASC

815-40

the FPA does not meet the criteria for equity classification. As such, the FPA must be recorded on the balance sheet at fair value. This valuation is subject to

re-measurement

at each balance sheet date. With each

re-measurement,

the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022:


	Level 1		Level 2		Level 3

Assets
Investments held in Trust Account	$	118,064,355	$	—	$	—
Liabilities
FPA	$	—	$	—	$	2,708,717

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2021:


	Level 1		Level 2		Level 3

Assets
Investments held in Trust Account	$	116,716,698	$	—	$	—
Liabilities
FPA	$	—	$	—	$	1,007,934

Measurement

On December 31, 2022 and 2021, the Company used a Probability Weighted Expected Return (PWER) model to value the FPA liability.

The key inputs into the modified PWER model for the FPA liability were as follows:


Input	December 31, 2022			December 31, 2021

Probability of successful business combination		85	%		85	%
Likelihood by 04/30/2022		—	%		5	%
Likelihood by 04/30/2023		15	%		80	%
Likelihood by 06/30/2023		15	%		—	%
Likelihood by 10/31/2023		70	%		15	%
Risk-free rate		4.75	%		0.51	%
Stock price	$	10.11		$	10.00
Estimated term remaining (years)		0.71			1.35
Volatility		—	%		14.0	%

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA liability classified as Level 3 for the year ended December 31, 2022 and 2021:


Fair Value at August 23, 2021	$	1,013,935
Change in fair value		(6,001	)

Fair Value at December 31, 202 1	$	1,007,934

Change in fair value		1,700,783

Fair Value at December 31, 202 2	$	2,708,717

- 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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