Fair Value Measurements | Note 9 - 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 as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 351,680,901 $ — $ — Liabilities: Derivative warrant liabilities - Public 2,415,000 — — Derivative warrant liabilities - Private — — 3,115,500 Derivative liabilities – Forward purchase agreement — — 384,000 Working capital loan — — 651,000 December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable (Level 1) (Level 2) Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 352,476,525 $ — $ — Liabilities: Derivative warrant liabilities - Public 8,774,500 — — Derivative warrant liabilities - Private — — 18,793,500 Derivative liabilities - Forward purchase agreement — — 1,697,000 Working capital loan — — 1,877,000 (1) Excludes $50,072,323 and $50,004,352 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value and $1,407,401 and $127,280 in cash at June 30 , 2022 and December 31, 2021, respectively. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a binomial / lattice model for the public warrants and the Black-Scholes Option Pricing Model for the private warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since March 2021. The Company’s Private Placement Warrants are valued a using Black-Scholes pricing model. The Company’s working capital loan is valued using a Monte Carlo simulation analysis on the convertible feature and a present value of the host contract. The company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the three months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) on the accompanying unaudited condensed statements of operations resulting from an decrease/(increase) in the fair value of derivative liabilities of approximately $13.7 million and $(3.7 million), respectively, presented as change in fair value of derivative liabilities on the accompanying unaudited condensed statements of operations. For the six months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) on the accompanying unaudited condensed statements of operations resulting from an decrease/(increase) in the fair value of derivative liabilities of approximately $24.6 million and $(7.6 million), respectively, presented as change in fair value of derivative liabilities on the accompanying unaudited condensed statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the six months ended June 30, 2022 and 2021, respectively, are summarized as follows: Derivative warrant Forward purchase liabilities agreement Total Derivative liabilities at December 31, 2021 $ 18,793,500 $ 1,697,000 $ 20,490,500 Change in fair value of derivative warrant liabilities (5,326,500) — (5,326,500) Change in fair value of forward purchase agreement — (1,236,000) (1,236,000) Derivative liabilities at March 31, 2022 13,467,000 461,000 13,928,000 Change in fair value of derivative warrant liabilities (10,351,500) — (10,351,500) Change in fair value of forward purchase agreement — (77,000) (77,000) Derivative liabilities at June 30, 2022 $ 3,115,500 $ 384,000 $ 3,499,500 Derivative warrant Forward purchase Total derivative liabilities agreement (assets) liabilities Derivative (assets) liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Placement Warrants 22,447,000 — 22,447,000 Initial value of forward purchase agreement recognized as change in fair value of derivative assets and liabilities — 9,138,000 9,138,000 Initial excess fair value of Private Placement Warrants recognized in additional paid-in-capital 10,150,500 — 10,150,500 Change in fair value of derivative warrant liabilities (5,149,500) — (5,149,500) Change in fair value of forward purchase agreement — (10,262,000) (10,262,000) Transfer of Public Warrants to Level 1 (9,257,500) — (9,257,500) Derivative (assets) liabilities at March 31, 2021 18,190,500 (1,124,000) 17,066,500 Change in fair value of derivative warrant liabilities 301,500 — 301,500 Change in fair value of forward purchase agreement — 1,567,000 1,567,000 Derivative liabilities at June 30, 2021 18,492,000 443,000 18,935,000 The change in the fair value of the working capital loan measured with Level 3 inputs for the six months ended June 30, 2022 is summarized as follows: Fair value of working capital loan at December 31, 2021 $ 1,877,000 Change in fair value of working capital loan (533,000) Fair value of working capital loan at March 31, 2022 1,344,000 Change in fair value of working capital loan (693,000) Fair value of working capital loan at June 30, 2022 $ 651,000 The change in the fair value of the working capital loan measured with Level 3 inputs for the six months ended June 30, 2021 is summarized as follows: Fair value of working capital loan at December 31, 2020 $ — Issuance of working capital loan at May 20, 2021 1,000,000 Change in fair value of working capital loan 870,000 Fair value of working capital loan at June 30, 2021 1,870,000 The valuation methodologies for the warrants, working capital loan and forward purchase agreement included in Derivative Liabilities include certain significant unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The methodologies include a probability of a successful business combination, which was determined to be 70% as of June 30, 2022. The warrant valuation models also include expected volatility, which differ between public and private placement warrants and can vary further depending on where the Company stands in identifying a business combination target. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. For public warrants and when such warrants are not yet trading and we do not have observed pricing in public markets, we assume a volatility based on research on SPAC warrants and the implied volatilities shortly after they start trading. The volatility of the private placement warrants vary depending on the specific characteristics of the public and private placement warrants. Prior to the announcement of a merger, we assume a weighted average volatility based on (a) the median volatility of the Russell 3000 constituents and (b) the implied volatility of the Public Warrants issued by the Company. After the announcement of a proposed business combination, the valuation estimate assumes a weighted average volatility based on (a) the volatility of the target company’s peer group and (b) the implied volatility of the Public Warrants issued by the Company. The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates: As of June 30, As of December 31, Private Warrants 2022 2021 Stock price $ 9.84 $ 9.88 Volatility 4.8 % 30.0 % Expected life of the options to convert 5.3 5.3 Risk-free rate 3.0 % 1.3 % Dividend yield 0.0 % 0.0 % As of June 30, As of December 31, Forward Purchase Agreements 2022 2021 Stock price $ 9.84 $ 9.88 Probability of closing 70.0 % 80.0 % Discount term 0.5 0.75 Risk-free rate 2.5 % 0.3 % As of June 30, As of December 31, Working Capital Loan 2022 2021 Stock price $ 9.84 $ 9.88 Annual equity volatility 4.8 % 30.0 % Expected life of the options to convert 5.0 5.0 Risk-free rate 3.0 % 1.3 % Dividend yield 0.0 % 0.0 % Probability of merger closing 70.0 % 80.0 % |