Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 8. 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.

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.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		September 30, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account		1	$	85,132,545	$	239,149,736
Liabilities:
Convertible promissory notes – related party		3		1,653,337		—

The estimated fair value of the convertible promissory notes was based on the following significant inputs:


	September 30, 2023
Risk-free interest rate		4.60	%
Time to Expiration (in years)		5.42
Expected volatility		8.1	%
Exercise price	$	11.50
Dividend yield		0.00	%
Share Price	$	10.75
Probability of transaction		70.00	%

The following table presents the changes in the fair value of the Level 3 convertible promissory notes:


Fair value as of January 1, 2023	$	—
Borrowings		900,555
Proceeds received in excess of initial fair value of convertible promissory notes		(288,221	)
Change in fair value		608

Fair value as of March 31, 2023		612,942
Borrowings		1,173,397
Proceeds received in excess of initial fair value of convertible promissory notes		(375,050	)
Change in fair value		15,381

Fair value as of June 30, 2023		1,426,670
Borrowings		300,000
Proceeds received in excess of initial fair value of convertible promissory notes		(95,543	)
Change in fair value		22,210

Fair value as of September 30, 2023	$	1,653,337

There were no transfers in or out of Level 3 from other levels in the fair valu

hierarchy during the three and nine months ended September 30, 2023 for the convertible promissory notes.

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and

non-financial

assets and liabilities that arere-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.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	239,149,736	$	—

- 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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