Quarterly report pursuant to Section 13 or 15(d)

FAIR VALUE MEASUREMENTS

v3.21.2
FAIR VALUE MEASUREMENTS
3 Months Ended
Mar. 31, 2021
FAIR VALUE MEASUREMENTS [Abstract]  
FAIR VALUE MEASUREMENTS
NOTE 10. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 
Level 1:
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
     
 
Level 2:
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
     
 
Level 3:
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021, there were 12,937,500 Public Warrants and 7,175,000 Private Placement Warrants outstanding. At December 31, 2020, there were no Public Warrants and Private Placement Warrants outstanding.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description
 
Level
   
March 31, 2021
 
Assets:
           
Marketable securities held in Trust Account
   
1
   
$
258,760,562
 
                 
Liabilities:
               
Warrant Liability – Public Warrants
   
1
     
9,056,250
 
Warrant Liability – Private Placement Warrants
   
3
     
5,022,500
 

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations.

The Private and Public Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The key inputs into the binomial lattice model for the Warrants were as follows:

 
 
January 29, 2021
(Initial Measurement)
   
March 31,
2021
 
Input
 
Public Warrants
   
Private Warrants
   
Private Warrants
 
Market price of public shares
 
$
9.64
   
$
9.64
     
9.71
 
Risk-free rate
   
0.51
%
   
0.51
%
   
0.97
%
Dividend yield
   
0.00
%
   
0.00
%
   
0.00
%
Volatility
   
14.2
%
   
14.2
%
   
13.1
%
Exercise price
 
$
11.50
   
$
11.50
     
11.50
 
Effective expiration date
 
6/13/26
   
6/13/26
   
6/13/26
 
One-touch hurdle
 
$
18.12
                 

The following table presents the changes in the fair value of warrant liabilities:

 
Private Placement
   
Public
   
Warrant Liabilities
 
Fair value as of January 1, 2021
 
$
   
$
   
$
 
Initial measurement on January 29th, 2021
   
5,166,000
     
9,315,000
     
14,481,000
 
Change in valuation inputs or other assumptions
   
(143,500
)
   
(258,750
)
   
(402,250
)
Fair value as of March 31, 2021
   
5,022,500
     
9,056,250
     
14,078,750
 

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021 was $9,056,250.