0001213900-22-025980 | 10-Q | XBRL Viewer | Global Partner Acquisition Corp II

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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2022	May 12, 2022
Document Information Line Items
Entity Registrant Name	GLOBAL PARTNER ACQUISITION CORP II
Trading Symbol	GPAC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001831979
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39875
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	7 Rye Ridge Plaza
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Rye Brook
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10537
City Area Code	(917)
Local Phone Number	793-1965
Title of 12(b) Security	Class A ordinary shares
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		30,000,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets -
Cash	$ 528,000	$ 842,000
Prepaid expenses	191,000	183,000
Total current assets	719,000	1,025,000
Cash and investments held in Trust Account	300,101,000	300,075,000
Total assets	300,820,000	301,100,000
Current liabilities–
Accounts payable	26,000	135,000
Accrued liabilities	2,668,000	2,673,000
Total current liabilities	2,694,000	2,808,000
Other liabilities –
Warrant liability	6,071,000	12,920,000
Deferred underwriting compensation	10,500,000	10,500,000
Total liabilities	19,265,000	26,228,000
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 30,000,000 shares, (at approximately $10.00 per share)	300,000,000	300,000,000
Shareholders’ equity (deficit):
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding
Class A ordinary shares, $0.0001 par value, 500,000,000 authorized shares, -0- issued and outstanding (excluding 30,000,000 shares subject to possible redemption)
Class B ordinary shares, $0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding	1,000	1,000
Additional paid-in-capital
Retained earnings (accumulated deficit)	(18,446,000)	(25,129,000)
Total shareholders’ equity (deficit)	(18,445,000)	(25,128,000)
Total liabilities and shareholders’ equity (deficit)	$ 300,820,000	$ 301,100,000

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred shares,Par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares authorized	5,000,000	5,000,000
Preferred shares, issued
Preferred shares, outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	30,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000
Ordinary shares, issued	0	0
Ordinary shares, outstanding	0	0
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, issued	7,500,000	7,500,000
Ordinary shares, outstanding	7,500,000	7,500,000

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues
General and administrative expenses	191,000	219,000
Loss from operations	(191,000)	(219,000)
Other income (expense) -
Income from cash and investments held in the Trust Account	25,000	45,000
Transaction costs allocated to warrant liability		(800,000)
Change in fair value of warrant liability	6,849,000	5,604,000
Net income	$ 6,683,000	$ 4,630,000
Weighted average Class A ordinary shares outstanding - basic and diluted (in Shares)	30,000,000	25,333,000
Net income per Class A ordinary share – basic and diluted (in Dollars per share)	$ 0.18	$ 0.14
Weighted average Class B ordinary shares outstanding – basic and diluted (in Shares)	7,500,000	7,500,000
Net income per Class B ordinary share – basic and diluted (in Dollars per share)	$ 0.18	$ 0.14

Condensed Statements of Changes in Shareholders’ Equity (Deficit) - USD ($)	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balances at Dec. 31, 2020	$ 1,000	$ 24,000	$ (5,000)	$ 20,000
Balances (in Shares) at Dec. 31, 2020	7,500,000
Proceeds from sale of 5,566,667 Private Placement Warrants at $1.50 per warrant in excess of fair value of $1.41 per warrant		501,000		501,000
Proceeds from sale of 5,566,667 Private Placement Warrants at $1.50 per warrant in excess of fair value of $1.41 per warrant (in Shares)
Accretion for Class A ordinary shares subject to redemption to redemption amount		(525,000)	(29,829,000)	(30,354,000)
Accretion for Class A ordinary shares subject to redemption to redemption amount (in Shares)
Net income(Loss)			4,630,000	4,630,000
Balances at Mar. 31, 2021	$ 1,000		(25,204,000)	(25,203,000)
Balances (in Shares) at Mar. 31, 2021	7,500,000
Balances at Dec. 31, 2021	$ 1,000		(25,129,000)	(25,128,000)
Balances (in Shares) at Dec. 31, 2021	7,500,000
Net income(Loss)			6,683,000	6,683,000
Balances at Mar. 31, 2022	$ 1,000		$ (18,446,000)	$ (18,445,000)
Balances (in Shares) at Mar. 31, 2022	7,500,000

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Condensed Statements of Changes in Shareholders’ Equity (Deficit) (Parentheticals)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Statement of Stockholders' Equity [Abstract]
Proceeds from sale (in Shares) \| shares	5,566,667
Private Placement Warrants	$ 1.5
Fair value per warrant	$ 1.41

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flow from operating activities:
Net income	$ 6,683,000	$ 4,630,000
Adjustments to reconcile net income to net cash used in operating activities
Income from cash and investments held in the Trust Account	(25,000)	(45,000)
Transaction costs allocated to warrant liability		800,000
Change in fair value of warrant liability	(6,849,000)	(5,604,000)
Changes in operating assets and liabilities:
Increase in prepaid expenses	(8,000)	(390,000)
Decrease in accounts payable	(109,000)
Increase (decrease) in accrued liabilities and rounding	(6,000)	131,000
Net cash used in operating activities	(314,000)	(478,000)
Cash flows from investing activities: Cash deposited in Trust Account		(300,000,000)
Cash flows from financing activities:
Proceeds from sale of Public Offering Units		300,000,000
Proceeds from sale of Private Placement Warrants		8,350,000
Payment of underwriting discounts		(6,000,000)
Payment of offering costs		(285,000)
Payment of notes payable and advances – related party		(199,000)
Net cash provided by financing activities		301,866,000
Net increase (decrease) in cash	(314,000)	1,388,000
Cash at beginning of period	842,000	20,000
Cash at end of period	528,000	1,408,000
Supplemental disclosure of non-cash financing activities:
Deferred underwriter compensation		10,500,000
Offering costs included in offering costs, payable and accrued		$ 86,000

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2022

Description of Organization and Business Operations [Abstract]

Description of Organization and Business Operations

Note 1 – Description of Organization and Business Operations

Global Partner Acquisition Corp II (the “Company”) was incorporated in the Cayman Islands as an exempt company on November 3, 2020. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

At March 31, 2022, the Company had not commenced any operations. All activity for the period from November 3, 2020 (inception) to March 31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash from the proceeds derived from the Public Offering.

All dollar amounts are rounded to the nearest thousand dollars.

Sponsor and Public Offering:

The Company’s sponsor is Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $300,000,000 Public Offering (Note 3) and a $8,350,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement, $300,000,000 was deposited in a trust account (the “Trust Account”) at closing on January 14, 2021.

The Trust Account:

The funds in the Trust Account can only be invested in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses.

The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months, by January 14, 2023, from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of our public shareholders.

Business Combination:

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released for taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares).

The Company will have 24 months, until January 14, 2023, from the closing date of the Public Offering to complete its initial Business Combination or until the end of any extension period that may be proposed to and approved by the Company’s shareholders in the form of an amendment to the Company’s amended and restated memorandum and articles of association (the “Combination Period”). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founders Shares; however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit (as defined below in Note 3) in the Public Offering.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future periods.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2022.

Liquidity and Going Concern:

At March 31, 2022, the Company has approximately $528,000 in cash and approximately $1,975,000 in negative working capital. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination. Further, if the Company cannot complete a Business Combination prior to January 14, 2023, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with these uncertainties is to preserve cash by deferring payments with anticipated cooperation from its service providers and to complete a Business Combination prior to January 14, 2023. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company:

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Net Income (Loss) per Ordinary Share:

Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 15,566,667 Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic loss per ordinary share for the period.

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period.

The following table reflects the earnings per share after allocating income between the shares based on outstanding shares.

	Three months ended				Three months ended
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Numerator:
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted	$	5,347,000	$	1,336,000	$	3,704,000	$	926,000
Denominator:
Basic and diluted weighted average ordinary shares:		30,000,000		7,500,000		25,333,000		7,500,000

Basic and diluted net income per ordinary share	$	0.18	$	0.18	$	0.14	$	0.14

Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents:

The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at March 31, 2022 or December 31, 2021.

Fair Value Measurements

The Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, 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. As of March 31, 2022 and December 31, 2021, the carrying value of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Offering Costs:

The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totalled approximately $17,054,000 including $16,500,000 of underwriters’ discount. Such costs were allocated among the temporary equity and warrant liability components and approximately $16,254,000 has been charged to temporary equity for the temporary equity components based on the relative fair-value of the warrants and approximately $800,000 has been charged to other expense for the warrant liability components upon completion of the Public Offering.

Class A Ordinary Shares Subject to Possible Redemption:

As discussed in Note 3, all of the 30,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature that allows for the redemption under the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company had not specified a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the enclosed balance sheet.

The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2022, 30,000,000 of the 30,000,000 Public Shares were classified outside of permanent equity. Class A ordinary shares subject to redemption consist of:

Gross proceeds of Public Offering	$	300,000,000
Less: Proceeds allocated to Public Warrants		(14,100,000	)
Offering costs		(16,254,000	)
Plus: Accretion of carrying value to redemption value		30,354,000
Class A ordinary shares subject to redemption	$	300,000,000

Income Taxes:

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Warrant Liability:

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in “FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued.

Recent Accounting Pronouncements:

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company is currently evaluating the impact that the pronouncement will have on the financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Subsequent Events:

The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the condensed financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the condensed financial statement have been recognized or disclosed.

Public Offering

3 Months Ended

Mar. 31, 2022

Public Offering [Abstract]

Public Offering

Note 3 – Public Offering

On January 14, 2021, the Company consummated the Public Offering and sale of 30,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A ordinary shares, $0.0001 par value, one-sixth of one detachable redeemable warrant (the “Detachable Redeemable Warrants”) and the contingent right to receive, in certain circumstances, in connection with the business combination, one-sixth of one distributable redeemable warrant for each public share that a public shareholder holds and does not redeem in connection with the Company’s initial business combination (the “Distributable Redeemable Warrants”). Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase of the Company’s Class A ordinary shares. Only whole Redeemable Warrants may be exercised. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional shares will be issued upon exercise of the Redeemable Warrants. If, upon exercise of the Redeemable Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Redeemable Warrant holder. Each Redeemable Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 24-month period, January 14, 2023, allotted to complete the Business Combination, the Redeemable Warrants will expire at the end of such period. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of a Redeemable Warrant during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the Redeemable Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that certain other conditions are met. Once the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable Warrants in whole and not in part at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price of the Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other conditions are met. If the closing price of the Class A ordinary shares is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. If issued, the Distributable Redeemable Warrants are identical to the Redeemable Warrants and together represent the Public Warrants.

The Company had granted the underwriters a 45-day option to purchase up to 2,500,000 Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions and such option was exercised in full at the closing of the Public Offering and included in the 30,000,000 Units sold on January 14, 2021.

The Company paid an underwriting discount of 2.0% of the per Unit price, $6,000,000, to the underwriters at the closing of the Public Offering and there is a deferred underwriting fee of 3.5% of the per Unit price, $10,500,000, which is payable upon the completion of the Company’s initial business combination.

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

Note 4 – Related Party Transactions

Founder Shares:

During 2020, the Sponsor purchased 7,187,500 Class B ordinary shares (the “Founder Shares”) for $25,000 (which amount was paid directly for organizational costs and costs of the Public Offering by the Sponsor on behalf of the Company), or approximately $0.003 per share. In January 2021, the Company effected a share capitalization resulting in there being an aggregate of 7,500,000 Founder Shares issued. The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.

The Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The underwriters’ exercised their over-allotment option in full and therefore such shares are no longer subject to forfeiture.

In addition to the vesting provisions of the Founder Shares discussed in Note 8, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement Warrants:

The Sponsor purchased from the Company an aggregate of 5,566,667 warrants at a price of $1.50 per warrant (a purchase price of $8,350,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions.

If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless.

Registration Rights:

The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement.

Related Party Loans:

In November 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 by drawdowns of not less than $1,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering. As of the closing date of the Public Offering , the Company had drawn down approximately $199,000 under the Note, including approximately $49,000 of costs paid directly by the Sponsor, for costs related to costs of the Public Offering. On January 14, 2021, upon closing of the Public Offering, all amounts outstanding under the Note were repaid and the Note is no longer available to the Company.

Administrative Services Agreement:

The Company has agreed to pay $25,000 a month to the Sponsor for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s website, and miscellaneous additional services. Services commenced on the date the securities are first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Approximately $75,000 and $63,000, respectively, was paid and charged to general and administrative expenses during the three months ended March 31, 2022 and 2021 for this agreement and there were no amounts payable or accrued at March 31, 2022 or December 31, 2021.

Accounting for Warrant Liability and Fair Value of Warrants

3 Months Ended

Mar. 31, 2022

Accounting for Warrant Liability and Fair Value of Warrants [Abstract]

Accounting for Warrant Liability and Fair Value of Warrants

Note 5 – Accounting for Warrant Liability and Fair Value of Warrants

At March 31, 2022 and December 31, 2021, there were 15,566,667 warrants outstanding including 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants.

The Company’s warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As such, the company’s warrants are accounted for as warrant liabilities which are required to be valued at fair value at each reporting period.

The Company has recorded approximately $800,000 of costs to operations upon issuance of the warrants to reflect warrant issuance costs in the three months ended March 31, 2021.

The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description	At March 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	3,900,000	$	3,900,000	$	-	$	-
Private Placement Warrants		2,171,000		-		2,171,000		-
Warrant liability at March 31, 2022	$	6,071,000	$	3,900,000	$	2,171,000	$	-

Description	At December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	8,300,000	$	8,300,000	$	-	$	-
Private Placement Warrants		4,620,000		-		4,620,000		-
Warrant liability at December 31, 2021	$	12,920,000	$	8,300,000	$	4,620,000	$	-

At March 31, 2022 and December 31, 2021, the Company values its (a) public warrants based on the closing price at March 31, 2022 and December 31, 2021 in an active market and (b) its private placement warrants based on the closing price of the public warrants since they are similar instruments.

The following table presents the changes in the fair value of warrant liabilities during the three months ended March 31, 2022:

	Public			Private Placement			Warrant Liabilities
Fair value measurement on December 31, 2021	$	8,300,000		$	4,620,000		$	12,920,000
Change in fair value		(4,400,000	)		(2,449,000	)		(6,849,000	)
Fair value as of March 31, 2022	$	3,900,000		$	2,171,000		$	6,071,000

The following table presents the changes in the fair value of warrant liabilities during the three months ended March 31, 2021:

	Public			Private Placement			Warrant Liabilities
Fair value measurement on December 31, 2020	$	-		$	-		$	-
Fair value at inception of the warrants on January 14, 2021		14,100,000			7,849,000			21,949,000
Change in fair value		(3,600,000	)		(2,004,000	)		(5,604,000	)
Fair value as of March 31, 2021	$	10,500,000		$	5,845,000		$	16,345,000

The warrant liabilities are not subject to qualified hedge accounting.

The Company’s policy is to record transfers at the end of the reporting period.

Trust Account and Fair Value Measurement

3 Months Ended

Mar. 31, 2022

Trust Account and Fair Value Measurement [Abstract]

Trust Account and Fair Value Measurement

Note 6 – Trust Account and Fair Value Measurement

The Company complies with FASB ASC 820, Fair Value Measurements, 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.

Upon the closing of the Public Offering and the Private Placement, a total of $300,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.

In April 2021, the Company’s U.S. government treasury bills matured and the proceeds were deposited in a money market fund which meets certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and invests only in direct U.S. government obligations. At March 31, 2022 and December 31, 2021, the Trust Account continues to be invested in that money market fund. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Money market funds are valued at market.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at March 31, 2022 and December 31, 2021 consisted of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

			Quoted Price
	Carrying value at		Prices in Active
Description	March 31, 2022		Markets (Level 1)
Assets:
Money Market Fund		300,101,000		300,101,000
Total	$	300,101,000	$	300,101,000

			Quoted Price
	Carrying value at		Prices in Active
Description	December 31, 2021		Markets (Level 1)
Assets:
Money Market Fund		300,075,000		300,075,000
Total	$	300,075,000	$	300,075,000

- 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.

+ References + Details

Shareholders’ Equity (Deficit)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Shareholders’ Equity (Deficit)

Note 7 – Shareholders’ Equity (Deficit)

Ordinary Shares:

The authorized ordinary shares of the Company include 500,000,000 Class A ordinary shares, par value, $0.0001, and 50,000,000 Class B ordinary shares, par value, $0.0001, or 550,000,000 ordinary shares in total. The Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Company’s Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each Class A and Class B ordinary share.

The Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.

At March 31, 2022 and December 31, 2021 there were 7,500,000 Class B ordinary shares issued and outstanding, and -0- and -0- Class A ordinary shares issued and outstanding (after deducting 30,000,000 Class A ordinary shares subject to possible redemption at each condensed balance sheet date).

Preference Shares:

The Company is authorized to issue 5,000,000 Preference shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no Preference shares issued or outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 – Commitments and Contingencies

Business Combination Costs

In connection with identifying an initial Business Combination candidate and negotiating an initial Business Combination, the Company has entered into, and expects to enter into additional, engagement letters or agreements with various consultants, advisors, professionals and others. The services under these engagement letters and agreements are material in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting compensation) would be charged to operations in the quarter that an initial Business Combination is consummated. In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account.

Risks and Uncertainties

COVID-19 — Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect on the Company’s financial position, results of operations and/or search for a target company and/or a target company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Conflict in Ukraine — In February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation:

Liquidity and Going Concern

Liquidity and Going Concern:

Emerging Growth Company

Emerging Growth Company:

Net Income (Loss) per Ordinary Share

Net Income (Loss) per Ordinary Share:

The following table reflects the earnings per share after allocating income between the shares based on outstanding shares.

	Three months ended				Three months ended
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Numerator:
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted	$	5,347,000	$	1,336,000	$	3,704,000	$	926,000
Denominator:
Basic and diluted weighted average ordinary shares:		30,000,000		7,500,000		25,333,000		7,500,000

Basic and diluted net income per ordinary share	$	0.18	$	0.18	$	0.14	$	0.14

Concentration of Credit Risk

Concentration of Credit Risk:

Cash and Cash Equivalents

Cash and Cash Equivalents:

Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Use of Estimates

Use of Estimates:

Offering Costs

Offering Costs:

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption:

Gross proceeds of Public Offering	$	300,000,000
Less: Proceeds allocated to Public Warrants		(14,100,000	)
Offering costs		(16,254,000	)
Plus: Accretion of carrying value to redemption value		30,354,000
Class A ordinary shares subject to redemption	$	300,000,000

Income Taxes

Income Taxes:

Warrant Liability

Warrant Liability:

Recent Accounting Pronouncements

Recent Accounting Pronouncements:

Subsequent Events

Subsequent Events:

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of earnings per share

	Three months ended				Three months ended
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Numerator:
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted	$	5,347,000	$	1,336,000	$	3,704,000	$	926,000
Denominator:
Basic and diluted weighted average ordinary shares:		30,000,000		7,500,000		25,333,000		7,500,000

Basic and diluted net income per ordinary share	$	0.18	$	0.18	$	0.14	$	0.14

Schedule of ordinary shares subject to redemption consist

Gross proceeds of Public Offering	$	300,000,000
Less: Proceeds allocated to Public Warrants		(14,100,000	)
Offering costs		(16,254,000	)
Plus: Accretion of carrying value to redemption value		30,354,000
Class A ordinary shares subject to redemption	$	300,000,000

Accounting for Warrant Liability and Fair Value of Warrants (Tables)

3 Months Ended

Mar. 31, 2022

Accounting for Warrant Liability and Fair Value of Warrants Table [Abstract]

Schedule of changes in the fair value of the Level 3 warrant liabilities

Description	At March 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	3,900,000	$	3,900,000	$	-	$	-
Private Placement Warrants		2,171,000		-		2,171,000		-
Warrant liability at March 31, 2022	$	6,071,000	$	3,900,000	$	2,171,000	$	-

Description	At December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	8,300,000	$	8,300,000	$	-	$	-
Private Placement Warrants		4,620,000		-		4,620,000		-
Warrant liability at December 31, 2021	$	12,920,000	$	8,300,000	$	4,620,000	$	-

Schedule of changes in the fair value of the Level 3 warrant liabilities

	Public			Private Placement			Warrant Liabilities
Fair value measurement on December 31, 2021	$	8,300,000		$	4,620,000		$	12,920,000
Change in fair value		(4,400,000	)		(2,449,000	)		(6,849,000	)
Fair value as of March 31, 2022	$	3,900,000		$	2,171,000		$	6,071,000

Schedule of changes in the fair value of the Level 3 warrant liabilities

	Public			Private Placement			Warrant Liabilities
Fair value measurement on December 31, 2020	$	-		$	-		$	-
Fair value at inception of the warrants on January 14, 2021		14,100,000			7,849,000			21,949,000
Change in fair value		(3,600,000	)		(2,004,000	)		(5,604,000	)
Fair value as of March 31, 2021	$	10,500,000		$	5,845,000		$	16,345,000

Trust Account and Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2022

Trust Account and Fair Value Measurement Table [Abstract]

Schedule of fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities

			Quoted Price
	Carrying value at		Prices in Active
Description	March 31, 2022		Markets (Level 1)
Assets:
Money Market Fund		300,101,000		300,101,000
Total	$	300,101,000	$	300,101,000

			Quoted Price
	Carrying value at		Prices in Active
Description	December 31, 2021		Markets (Level 1)
Assets:
Money Market Fund		300,075,000		300,075,000
Total	$	300,075,000	$	300,075,000

Description of Organization and Business Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Jan. 14, 2021
Description of Organization and Business Operations [Line items]
Public offering cost	$ 300,000,000
Private placement		$ 8,350,000
Trust account			$ 300,000,000
Interest dissolution expenses	$ 100,000
Public shares redeem percentage	100.00%
Taxes payable on interest earned percentage	80.00%
Net tangible assets	$ 5,000,001
Trust account, description	” The amount in the Trust Account is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares).
Business combination, description	The Company will have 24 months, until January 14, 2023, from the closing date of the Public Offering to complete its initial Business Combination or until the end of any extension period that may be proposed to and approved by the Company’s shareholders in the form of an amendment to the Company’s amended and restated memorandum and articles of association (the “Combination Period”). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founders Shares; however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering.
Private Placement [Member]
Description of Organization and Business Operations [Line items]
Private placement	$ 8,350,000

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 528,000	$ 842,000
Negative working capital	1,975,000
Federal depository insurance coverage	250,000
Total offering cost	17,054,000
Underwriters' discount	16,500,000
Underwriters’ discount and offering expenses	16,254,000
Other expenses	800,000
Net tangible asset	$ 5,000,001
Adjustments to additional paid-in capital (in Shares)	30,000,000
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Anti-diluted Securities (in Shares)	15,566,667
Number of units issued in transaction (in Shares)	30,000,000
Adjustments to additional paid-in capital (in Shares)	30,000,000

Summary of Significant Accounting Policies (Details) - Schedule of earnings per share - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A [Member]
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted	$ 5,347,000	$ 3,704,000
Denominator:
Basic and diluted weighted average ordinary shares	30,000,000	25,333,000
Basic and diluted net income per ordinary share	$ 0.18	$ 0.14
Class B [Member]
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted	$ 1,336,000	$ 926,000
Denominator:
Basic and diluted weighted average ordinary shares	7,500,000	7,500,000
Basic and diluted net income per ordinary share	$ 0.18	$ 0.14

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares subject to redemption consist	3 Months Ended
	Mar. 31, 2022 USD ($)
Schedule of ordinary shares subject to redemption consist [Abstract]
Gross proceeds of Public Offering	$ 300,000,000
Less: Proceeds allocated to Public Warrants	(14,100,000)
Offering costs	(16,254,000)
Plus: Accretion of carrying value to redemption value	30,354,000
Class A ordinary shares subject to redemption	$ 300,000,000

Public Offering (Details) - USD ($)		3 Months Ended
Public Offering (Details) - USD ($)	Jan. 14, 2021	Mar. 31, 2022	Dec. 31, 2021
Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	30,000,000
Share purchase price	$ 10
Public offering expire		5 years
Redeemable warrants		$ 0.01
Ordinary shares equals exceeds		$ 18
Underwriting discount percentage		2.00%
Underwriting unit price (in Dollars)		$ 6,000,000
Deferred underwriting percentage		3.50%
Deferred underwriting fees payable (in Dollars)		$ 10,500,000
Over-allotments [Member]
Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	30,000,000
Purchase of additional units (in Shares)		2,500,000
Class A Ordinary Shares [Member]
Public Offering (Details) [Line Items]
Ordinary share par value		$ 0.0001	$ 0.0001
Redeemable warrants		0.1
Ordinary shares equals exceeds		10
Class A Ordinary Shares [Member] \| Public Offering [Member]
Public Offering (Details) [Line Items]
Ordinary share par value		$ 0.0001

Related Party Transactions (Details) - USD ($)	1 Months Ended			3 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 31, 2021	Dec. 31, 2020	Nov. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Founder shares vesting, description	the Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.
Purchase price					$ 8,350,000
Aggregate loan amount			$ 300,000
Issuance of unsecured promissory note			$ 1,000
Outstanding notes payable amount		$ 199,000
Costs paid				25,000
General and administrative expenses				$ 75,000		$ 63,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares (in Shares)				5,566,667
Warrant price per share (in Dollars per share)				$ 1.5
Purchase price				$ 8,350,000
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 12
Class A Ordinary Shares [Member] \| Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.5
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Related party cost		$ 25,000
Price per share (in Dollars per share)		$ 0.003
Aggregate shares issued (in Shares)	7,500,000
Founder Shares [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)				625,000
Founder Shares [Member] \| Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of ordinary shares (in Shares)		7,187,500
Sponsor [Member] \| Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Costs paid				$ 49,000

Accounting for Warrant Liability and Fair Value of Warrants (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting For Warrant Liability [Abstract]
Warrants outstanding	15,566,667
Public warrants outstanding		10,000,000
Private placement warrants	5,566,667
Costs to operations (in Dollars)	$ 800,000

Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Warrant Liabilities:
Warrant liability	$ 6,071,000	$ 12,920,000
Public Warrants [Member]
Warrant Liabilities:
Warrant liability	3,900,000	8,300,000
Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	2,171,000	4,620,000
Quoted Prices in Active Markets (Level 1) [Member]
Warrant Liabilities:
Warrant liability	3,900,000	8,300,000
Quoted Prices in Active Markets (Level 1) [Member] \| Public Warrants [Member]
Warrant Liabilities:
Warrant liability	3,900,000	8,300,000
Quoted Prices in Active Markets (Level 1) [Member] \| Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability
Significant Other Observable Inputs (Level 2 [Member
Warrant Liabilities:
Warrant liability	2,171,000	4,620,000
Significant Other Observable Inputs (Level 2 [Member \| Public Warrants [Member]
Warrant Liabilities:
Warrant liability
Significant Other Observable Inputs (Level 2 [Member \| Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	2,171,000	4,620,000
Significant Other Unobservable Inputs (Level 3) [Member]
Warrant Liabilities:
Warrant liability
Significant Other Unobservable Inputs (Level 3) [Member] \| Public Warrants [Member]
Warrant Liabilities:
Warrant liability
Significant Other Unobservable Inputs (Level 3) [Member] \| Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability

Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Public [Member]
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value measurement on December 31, 2021	$ 8,300,000
Change in fair value	(4,400,000)	$ 3,600,000
Fair value as of March 31, 2022	3,900,000
Private Placement [Member]
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value measurement on December 31, 2021	4,620,000
Change in fair value	(2,449,000)	2,004,000
Fair value as of March 31, 2022	2,171,000
Warrant Liabilities [Member]
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value measurement on December 31, 2021	12,920,000
Change in fair value	(6,849,000)	$ 5,604,000
Fair value as of March 31, 2022	$ 6,071,000

Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Public [Member]
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items]
Fair value measurement on December 31, 2020
Fair value at inception of the warrants on January 14, 2021		14,100,000
Change in fair value	$ 4,400,000	(3,600,000)
Fair value as of March 31, 2021		10,500,000
Private Placement [Member]
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items]
Fair value measurement on December 31, 2020
Fair value at inception of the warrants on January 14, 2021		7,849,000
Change in fair value	2,449,000	(2,004,000)
Fair value as of March 31, 2021		5,845,000
Warrant Liabilities [Member]
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items]
Fair value measurement on December 31, 2020
Fair value at inception of the warrants on January 14, 2021		21,949,000
Change in fair value	$ 6,849,000	(5,604,000)
Fair value as of March 31, 2021		$ 16,345,000

Trust Account and Fair Value Measurement (Details)	3 Months Ended
Trust Account and Fair Value Measurement (Details)	Mar. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Deposited amount	$ 300,000,000
U.S. government treasury bills maturity	180 days

Trust Account and Fair Value Measurement (Details) - Schedule of fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Carrying Value [Member]
Assets:
Money Market Fund	$ 300,101,000	$ 300,075,000
Total	300,101,000	300,075,000
Quoted Price in Active Markets (Level 1) [Member]
Assets:
Money Market Fund	300,101,000	300,075,000
Total	$ 300,101,000	$ 300,075,000

Shareholders’ Equity (Deficit) (Details) - $ / shares	3 Months Ended
Shareholders’ Equity (Deficit) (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Shareholders’ Equity (Deficit) (Details) [Line Items]
Ordinary shares total	550,000,000
Business combination, description	The Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock ,par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A ordinary shares [Member]
Shareholders’ Equity (Deficit) (Details) [Line Items]
Ordinary shares, authorized	500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, issued	0	0
Ordinary shares, outstanding	0	0
Ordinary shares subject to possible redemption	30,000,000
Class B Ordinary Shares [Member]
Shareholders’ Equity (Deficit) (Details) [Line Items]
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, issued	7,500,000	7,500,000
Ordinary shares, outstanding	7,500,000	7,500,000