0001213900-23-024925 | 10-K | XBRL Viewer | Global Partner Acquisition Corp II

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation:

The financial statements of the Company are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Mandatory Liquidation and Going Concern:

At December 31, 2022, the Company has approximately $101,000 in cash and approximately $3,767,000 in negative working capital. The Company has incurred significant costs and expects to continue to incur additional costs in pursuit of its Business Combination. Further, if the Company cannot complete a Business Combination within the Combination Period, 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 extend the date to complete at business combination as described in Note 9, receive financing pursuant to an Investment Agreement, defined and described in Note 9, preserve cash by deferring payments with anticipated cooperation from service providers, settle certain accrued liabilities with creditors as described in Note 9 and to complete a Business Combination prior to deadline to complete as extended from time to time as described in Note 9. As such, 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 per Ordinary Share:

Net income per ordinary share is computed by dividing net income 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 per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method and are dependent on future events. As a result, diluted income per ordinary share is the same as basic income 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 per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The changes in redemption value that are accreted to Class A ordinary subject to redemption (see below) is representative of fair value and therefore is not factored into the calculation of earnings per share.

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

	Year ended				Year ended
	December 31, 2022				December 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	$	12,055,000	$	3,014,000	$	3,736,000	$	969,000
Denominator:
Basic and diluted weighted average ordinary shares:		30,000,000		7,500,000		30,000,000		7,500,000

Basic and diluted net income per ordinary share	$	0.40	$	0.40	$	0.13	$	0.13

Concentration of Credit Risk:

The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

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 December 31, 2022 and 2021.

Fair Value Measurements:

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. As of December 31, 2022 and 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party 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. U.S. 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 U.S. 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 Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $17,054,000 including $16,500,000 of underwriters’ discount. Such costs were allocated among the temporary equity and warrant liability components, based on their relative fair-value. Upon completion of the Public Offering approximately $16,254,000 has been charged to temporary equity for the temporary equity components and approximately $800,000 has been charged to other expense for the warrant liability.

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 sheets.

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 December 31, 2022 and 2021, 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 the following:

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
Subtotal at inception and at December 31, 2022		300,000,000
Accretion of carrying value to redemption value since Public Offering		4,675,000
Class A ordinary shares subject to possible redemption	$	304,675,000

Subsequent to December 31, 2022, on January 11, 2023, shareholders redeemed 26,068,281 Class A ordinary shares at $10.167 per share, approximately $265,050,000, from the Trust account and from Class A ordinary shares subject to redemption as further discussed in Note 9.

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 December 31, 2022 and 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 December 31, 2022 or 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 has been subject to income tax examinations by major taxing authorities since inception.

The Company is considered a Cayman Islands exempted 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 periods 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 financial statements.

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 30, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	GLOBAL PARTNER ACQUISITION CORP II
Trading Symbol	GPAC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 295,200,000
Amendment Flag	false
Entity Central Index Key	0001831979
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual 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	200 Park Avenue
Entity Address, Address Line Two	32nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10166
City Area Code	(646)
Local Phone Number	585-8975
Title of 12(b) Security	Class A ordinary shares
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York
Auditor Firm ID	100
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,931,719
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Accounting for Warrant Liability

12 Months Ended

Dec. 31, 2022

Accounting for Warrant Liability [Abstract]

Accounting for Warrant Liability

Note 5 – Accounting for Warrant Liability

At December 31, 2022 and 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 year ended December 31, 2021.

The following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	At December 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	$	300,000	$	300,000	$	-	$	-
Private Placement Warrants		167,000		-		167,000		-
Warrant liability at December 31, 2022	$	467,000	$	300,000	$	167,000	$	-

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 December 31, 2022 and 2021, the Company values its (a) public warrants based on the closing price at December 31, 2022 and 2021, respectively, 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 year ended December 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		(8.000,000	)		(4,453,000	)		(12,453,000	)
Fair value as of December 31, 2022	$	300,000		$	167,000		$	467,000

The following table presents the changes in the fair value of warrant liabilities during the year ended December 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		(5,800,000	)		(3,229,000	)		(9,029,000	)
Fair value as of December 31, 2021	$	8,300,000		$	4,620,000		$	12,920,000

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.

The public warrants were transferred from Level 3 to Level 1, and the private placement warrants were transferred from Level 3 to Level 2, during the year ended December 31, 2021

Shareholders’ Deficit

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Shareholders’ Deficit

Note 7 – Shareholders’ 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. Except with respect to matters pertaining to directors prior to the 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 December 31, 2022 and 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 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 December 31, 2022 and 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.

+ References

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+ Details

Subsequent Events (Details) - USD ($)					1 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Jan. 13, 2023	Jan. 11, 2023	Jan. 03, 2023	Dec. 23, 2022	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Events (Details) [Line Items]
Extension meeting				$ 450,000
Contribute loan						$ 150,000
Sponsor						25,000
Outstanding principal balance						$ 785,000
Warrant [Member]
Subsequent Events (Details) [Line Items]
Price of warrant (in Dollars per share)						$ 1.5
Class A ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Ordinary share par value (in Dollars per share)						$ 0.0001	$ 0.0001
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Investment agreement	$ 3,000,000
Price of warrant (in Dollars per share)		$ 1.5
Ordinary share par value (in Dollars per share)		$ 0.0001
Sponsor		$ 3,000,000
Sponsor funded		450,000
Total principal amount		$ 1,750,000
Aggregate price per share (in Dollars per share)		$ 10.167
Redemption amount		$ 265,050,166
Trust account		$ 40,425,891.61
Subsequent Event [Member] \| Warrant [Member]
Subsequent Events (Details) [Line Items]
Price of warrant (in Dollars per share)		$ 1.5
Subsequent Event [Member] \| Class A ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Stock holders shares (in Shares)		26,068,281
January 3, 2023 [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Sponsor			$ 250,000
Outstanding principal balance					$ 250,000
January 13, 2023 [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Sponsor	$ 3,000,000
Outstanding principal balance					$ 675,000

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flow from operating activities:
Net income	$ 15,069,000	$ 4,705,000
Adjustments to reconcile net income to net cash used in operating activities
Payment of formation costs through Class B ordinary shares
Income from cash and investments held in Trust Account	(4,600,000)	(75,000)
Transaction costs allocated to warrant liability		800,000
Change in fair value of warrant liability	(12,453,000)	(9,029,000)
Changes in operating assets and liabilities:
Increase in prepaid expenses	175,000	(182,000)
(Decrease) increase in accounts payable	(60,000)	64,000
Increase in accrued liabilities	343,000	2,673,000
Net cash used in operating activities	(1,526,000)	(1,044,000)
Cash flows from investing activities:
Cash deposited in Trust Account		(300,000,000)
Cash flows from financing activities:
Proceeds from notes payable and advances – related party
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)
Proceeds (payment) of notes payable – related party	785,000	(199,000)
Net cash provided by financing activities	785,000	301,866,000
Net change in cash	741,000	822,000
Cash at beginning of the year	842,000	20,000
Cash at end of the year	101,000	842,000
Supplemental disclosure of non-cash financing activities:
Deferred underwriter compensation		10,500,000
Offering costs included in accounts payable		$ 70,000

Accounting for Warrant Liability (Tables)

12 Months Ended

Dec. 31, 2022

Accounting for Warrant Liability [Abstract]

Schedule of warrant liabilities that are measured at fair value on a recurring basis

Description	At December 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	$	300,000	$	300,000	$	-	$	-
Private Placement Warrants		167,000		-		167,000		-
Warrant liability at December 31, 2022	$	467,000	$	300,000	$	167,000	$	-

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 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		(8.000,000	)		(4,453,000	)		(12,453,000	)
Fair value as of December 31, 2022	$	300,000		$	167,000		$	467,000

	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		(5,800,000	)		(3,229,000	)		(9,029,000	)
Fair value as of December 31, 2021	$	8,300,000		$	4,620,000		$	12,920,000

Balance Sheets (Parentheticals) - $ / shares	Dec. 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	30,000,000
Ordinary shares subject to possible redemption, per share (in Dollars per share)	$ 10.16	$ 10.16
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

Commitments and Contingencies (Details)	12 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Federal excise tax percentage	1.00%
Fair market value percentage	1.00%

Public Offering (Details) - USD ($)			12 Months Ended
Public Offering (Details) - USD ($)	Jan. 11, 2023	Jan. 14, 2021	Dec. 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] \| Minimum [Member]
Public Offering (Details) [Line Items]
Ordinary shares equals exceeds			18
Class A Ordinary Shares [Member] \| Public Offering [Member]
Public Offering (Details) [Line Items]
Ordinary share par value			$ 0.0001
Subsequent Event [Member]
Public Offering (Details) [Line Items]
Ordinary share par value	$ 0.0001
Shareholders redeemed (in Shares)	26,068,281
Redeemed per share	$ 10.167
Redeemed value (in Dollars)	$ 265,050,000

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
Accretion in value of Class A ordinary shares subject to redemption to redemption		(525,000)	(29,829,000)	(30,354,000)
Net income			4,705,000	4,705,000
Balances at Dec. 31, 2021	$ 1,000		(25,129,000)	(25,128,000)
Balances (in Shares) at Dec. 31, 2021	7,500,000
Accretion in value of Class A ordinary shares subject to redemption to redemption			(4,675,000)	(4,675,000)
Net income			15,069,000	15,069,000
Balances at Dec. 31, 2022	$ 1,000		$ (14,735,000)	$ (14,734,000)
Balances (in Shares) at Dec. 31, 2022	7,500,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of earnings per share

	Year ended				Year ended
	December 31, 2022				December 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	$	12,055,000	$	3,014,000	$	3,736,000	$	969,000
Denominator:
Basic and diluted weighted average ordinary shares:		30,000,000		7,500,000		30,000,000		7,500,000

Basic and diluted net income per ordinary share	$	0.40	$	0.40	$	0.13	$	0.13

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
Subtotal at inception and at December 31, 2022		300,000,000
Accretion of carrying value to redemption value since Public Offering		4,675,000
Class A ordinary shares subject to possible redemption	$	304,675,000

Statements of Changes in Shareholders’ Equity (Deficit) (Parentheticals)	12 Months Ended
	Dec. 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

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 1,984,000	$ 3,599,000
Loss from operations	(1,984,000)	(3,599,000)
Other income (expense) –
Income from cash and investments held in Trust Account	4,600,000	75,000
Transaction costs allocated to warrant liability		(800,000)
Change in fair value of warrant liability	12,453,000	9,029,000
Net income	$ 15,069,000	$ 4,705,000
Class A Ordinary Shares
Other income (expense) –
Weighted average shares outstanding– basic and diluted (in Shares)	30,000,000	28,392,000
Net income per ordinary share – basic and diluted (in Dollars per share)	$ 0.4	$ 0.13
Class B Ordinary Shares
Other income (expense) –
Weighted average shares outstanding– basic and diluted (in Shares)	7,500,000	7,500,000
Net income per ordinary share – basic and diluted (in Dollars per share)	$ 0.4	$ 0.13

Description of Organization and Business Operations

12 Months Ended

Dec. 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 under the laws of the Cayman Islands as an exempted 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 December 31, 2022, the Company had not commenced any operations. All activity for the period from November 3, 2020 (inception) to December 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 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 (see Note 3) and a $8,350,000 private placement (see 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.

Subsequent to December 31, 2022, on January 11, 2023, the following two material transactions, among others, changed the control over and resources of the Company, all as further discussed in Note 9, as follows:

Pursuant to an Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners LLC and,

On January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the Extension Amendment Proposal to extend the date required to complete a business combination as described further in Note 9. In connection with the vote to approve the Extension Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.167 per share for an aggregate redemption amount of approximately $265,050,000.

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. 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, legal and accounting fees related to regulatory reporting obligations, payment for services of investment professionals and support services, continued listing fees 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 memorandum of association (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 by the date by which the Company is required to consummate a business combination pursuant to the amended and restated memorandum and articles of association, January 14, 2024 (the “Termination Date”), 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 by the Termination Date, subject to applicable law, which includes the extended time that the Company has to consummate a Business Combination beyond the Termination Date as a result of a shareholder vote to amend the Company’s amended and restated articles of incorporation. 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 the Company’s public shareholders.

Subsequent to December 31, 2022, on January 11, 2023, the Company’s shareholders voted to extend the date by which the Company has to consummate a business combination from January 14, 2023 to April 23, 2023 and to allow the Company, without another shareholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time up until the Termination Date of January 14, 2024. This and other significant subsequent events are further discussed in Note 9.

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 (excluding the deferred underwriting commission and taxes payable on interest earned on the trust account) 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 earned on funds held in the trust account and not previously released to pay income 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 earned on funds held in the trust account and not previously released to pay income taxes. 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 earned on funds held in the trust account and not previously released to pay income taxes. 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 until January 14, 2024, the Termination Date, 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 earned on funds held in the trust account and not previously released to pay income taxes (less up to $100,000 of such net interest to pay dissolution expenses) and 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 the Company, 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 with respect to the Class A ordinary shares so acquired upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the Combination Period. 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.

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets –
Cash	$ 101,000	$ 842,000
Prepaid expenses	8,000	183,000
Total current assets	109,000	1,025,000
Investments held in Trust Account	304,675,000	300,075,000
Total assets	304,784,000	301,100,000
Current liabilities –
Accounts payable	75,000	135,000
Notes payable – related party	785,000
Accrued liabilities	3,016,000	2,673,000
Total current liabilities	3,876,000	2,808,000
Other liabilities –
Warrant liability	467,000	12,920,000
Deferred underwriting compensation	10,500,000	10,500,000
Total liabilities	14,843,000	26,228,000
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 30,000,000 shares, (at approximately $10.16 per share at December 31, 2022 and $10.00 per share at December 31, 2021)	304,675,000	300,000,000
Shareholders’ 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
Accumulated deficit	(14,735,000)	(25,129,000)
Total shareholders’ deficit	(14,734,000)	(25,128,000)
Liabilities, Class A ordinary shares subject to possible redemption, and shareholders’ deficit	$ 304,784,000	$ 301,100,000

Summary of Significant Accounting Policies (Details) - USD ($)		12 Months Ended
	Jan. 11, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash		$ 101,000
Negative working capital		3,767,000
Federal depository insurance coverage		250,000
Total offering cost		17,054,000
Underwriters' discount		16,500,000
Charged to temporary equity		16,254,000
Other expenses		800,000
Net tangible asset		$ 5,000,001
Public shares (in Shares)		30,000,000	30,000,000
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate purchase shares (in Shares)		15,566,667
Number of units issued in transaction (in Shares)		30,000,000
Class A Ordinary Shares [Member] \| Subsequent Event [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Redeemed shares (in Shares)	26,068,281
Ordinary shares price (in Dollars per share)	$ 10.167
Trust account from ordinary shares	$ 265,050,000

Summary of Significant Accounting Policies (Details) - Schedule of earnings per share - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A [Member]
Basic and diluted net income per ordinary share:
Allocation of income – basic	$ 12,055,000	$ 3,736,000
Denominator:
Basic weighted average ordinary shares	30,000,000	30,000,000
Basic net income per ordinary share	$ 0.4	$ 0.13
Class B [Member]
Basic and diluted net income per ordinary share:
Allocation of income – basic	$ 3,014,000	$ 969,000
Denominator:
Basic weighted average ordinary shares	7,500,000	7,500,000
Basic net income per ordinary share	$ 0.4	$ 0.13

- Definition

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

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 9 – Subsequent Events

Subsequent to December 31, 2022, on January 11, 2023, the Company entered into various agreements and the shareholders took various actions resulting in a change of control of the Company, redemption of Class A ordinary shares an extension of date to complete a Business Combination and certain additional financing including:

Investment Agreement and Change in Control

On January 13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor and Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor will contribute to the Sponsor an aggregate amount in cash equal up to $3,000,000 (the “Investment Contribution”), which amount will be loaned to the Company in accordance with the Promissory Note (as defined below) (the “Investment Loan”), in consideration for which, the Sponsor shall issue to the Investor interests in certain equity securities of the Company.

In connection with the closing of the transactions contemplated by the Investment Agreement, the Sponsor has transferred control of the Sponsor to affiliates of Antarctica Capital Partners, LLC.

The Investment Agreement contains customary representations and warranties of the parties and is qualified in the entirety by reference to the text of such document, which is filed as Exhibit 10.1 to the Form 8-K filed on January 18, 2023.

Further, on January 13, 2023, Paul J. Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors of the Company. Additionally, Paul J. Zepf and David Apseloff resigned as officers of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices.

Also on January 13, 2023, Chandra R. Patel was appointed Chief Executive Officer and Chairman of the board, Richard C. Davis was appointed President, Jarett Goldman was appointed Chief Financial Officer and Graeme Shaw was appointed Chief Technology Officer.

Further, as a result of recent departures from the board, each of the audit committee, compensation committee, and nominating and corporate governance committee currently consists of the following members:

Audit Committee: Gary DiCamillo as Chairman; Claudia Hollingsworth and William Kerr as members.

Compensation Committee: William Kerr as Chairman; Claudia Hollingsworth as member.

Nominating and Corporate Governance Committee: William Kerr as Chairman; Claudia Hollingsworth as member.

The Sponsor has agreed to lend to the Company the funds required to pay expenses incurred by the Company and reasonably related to the costs and expenses of facilitating the extension of the term of the Company.

Letter Agreement

On January 13, 2023, the Company, the Sponsor, and certain officers and directors of the Company (the “Insiders,” and together with the Sponsor, the “Letter Agreement Parties”) entered into an amendment to the Letter Agreement, dated January 11, 2021 (the “Letter Agreement”), to allow the Sponsor to transfer its holdings in the Company, directly or indirectly, to affiliate(s) of Antarctica Capital Partners, LLC prior to the expiration of the applicable lock- up (the “Letter Agreement Amendment”). In connection with the resignation of certain Insiders (as described below), the Letter Agreement Parties agreed that all Insiders that have resigned from their positions as officers and/or directors of the Company shall no longer be parties to the Letter Agreement.

The text of the Letter Agreement Amendment is filed as Exhibit 10.2 to the Form 9-K filed on January 11, 2023.

Extension Meeting Promissory Note

As disclosed in the definitive proxy statement filed by the Company with the SEC on December 23, 2022 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal (as defined below) is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within ten (10) business days of the date of the Extension Meeting, $450,000, to be deposited into the Trust Account. In addition, in the event the Company does not consummate an initial business combination by the Articles Extension Date (as defined below), the Lender may contribute to the Company $150,000 as a loan to be deposited into the Trust Account for each of nine one-month extensions following the Articles Extension Date. At the election of the Payee, all or a portion of the unpaid principal amount of the Note may be converted into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The Warrants shall be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering.

Accordingly, on January 11, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $3,000,000 (the “Promissory Note”) to the Sponsor. The Sponsor funded the initial principal amount of $450,000 on January 11, 2023. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $1,750,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. At the election of the Payee, all or a portion of the unpaid principal amount of the Note may be converted into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The Warrants shall be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering.

The promissory notes are filed as Exhibit 10.5 to the Form S-1 filed on December 21, 2020 and Exhibit 10.6 and 10.7 to the Form 8-K filed on January 18, 2023.

Working Capital Promissory Note

On January 13, 2023, the Company and the Sponsor entered into an amendment to the promissory note dated August 1, 2022 (the “Working Capital Promissory Note”), to extend the maturity date of the Working Capital Promissory Note to the earlier of (i) the Termination Date, (ii) the consummation of a business combination of the Company and (iii) the liquidation of the Company.

The Working Capital Promissory Note is filed as Exhibit 10.4 to the Form 8-K filed on January 18, 2023.

Amendments to Memorandum and Articles of Association

On January 11, 2023, the Company held the Extension Meeting, and the shareholders of the Company approved the proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) to extend the date (the “Extension Date”) by which the Company has to consummate a business combination from January 14, 2023 (the “Original Termination Date”) to April 14, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until the Termination Date, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal at the Extension Meeting and on January 11, 2023, in connection with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $265,050,166. After the satisfaction of such redemptions, the balance in the Trust Account was approximately $40,425,891.61. On January 11, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.

A copy of the Articles Amendment is attached as Exhibit 3.1 to the Form 8-K filed on January 18, 2023.

Trust Account and Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2022

Trust Account and Fair Value Measurement [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

	Carrying Value at		Quoted Price in Active
Description	December 31, 2022		Markets (Level 1)
Assets:
Money Market Fund	$	304,675,000	$	304,675,000
Total	$	304,675,000	$	304,675,000

	Carrying Value at		Quoted Price 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

Commitments and Contingencies

12 Months Ended

Dec. 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 may 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 commission) would be charged to operations in the quarter that an Initial Business Combination is consummated. In most instances (except with respect to the Company’s 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.

Bank Closures — Management acknowledges that the Company depends on a variety of U.S. and multi-national financial institutions for banking services. Market conditions can impact the viability of these institutions, which in effect will affect the Company’s ability to maintain and provide assurances that it can access its cash and cash equivalents in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s liquidity, business and financial condition.

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 is not determinable as of the date of these financial statements.

Certain repurchases of stock (including redemptions) by publicly traded domestic corporations - On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations, among others. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The IR Act applies to repurchases that occur after December 31, 2022.

Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, liquidation or partial redemption would depend on a number of factors.

Trust Account and Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Trust Account and Fair Value Measurement [Abstract]

Trust Account and Fair Value Measurement

Note 6 – Trust Account and Fair Value Measurement

Upon the closing of the Public Offering and the Private Placement, a total of $300,000,000 was deposited into the Trust Account.

The Company classifies its U.S. government treasury bills and equivalent securities (when it owns them) 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 table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 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 December 31, 2022 and 2021 consisted of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assts or liabilities as follows:

	Carrying Value at		Quoted Price in Active
Description	December 31, 2022		Markets (Level 1)
Assets:
Money Market Fund	$	304,675,000	$	304,675,000
Total	$	304,675,000	$	304,675,000

	Carrying Value at		Quoted Price 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

Subsequent to December 31, 2022, on January 11, 2023, shareholders redeemed 26,068,281 Class A ordinary shares at $10.167 per share, approximately $265,050,000, from the Trust Account and from Class A ordinary shares subject to redemption as further discussed in Note 9.

- 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

Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares subject to redemption consist	12 Months Ended
	Dec. 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
Subtotal at inception and at December 31, 2022	300,000,000
Accretion of carrying value to redemption value since Public Offering	4,675,000
Class A ordinary shares subject to possible redemption	$ 304,675,000

Accounting for Warrant Liability (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)		12 Months Ended
	Jan. 14, 2021	Dec. 31, 2022	Dec. 31, 2021
Warrant Liabilities [Member]
Accounting for Warrant Liability (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value measurement, beginning balance		$ 12,920,000
Fair value at inception of the warrants on January 14, 2021	21,949,000
Change in fair value		(12,453,000)	(9,029,000)
Fair value measurement, Ending balance		467,000	12,920,000
Public [Member]
Accounting for Warrant Liability (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value measurement, beginning balance		8,300,000
Fair value at inception of the warrants on January 14, 2021	14,100,000
Change in fair value		(8.000000)	(5,800,000)
Fair value measurement, Ending balance		300,000	8,300,000
Private Placement [Member]
Accounting for Warrant Liability (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value measurement, beginning balance		4,620,000
Fair value at inception of the warrants on January 14, 2021	$ 7,849,000
Change in fair value		(4,453,000)	(3,229,000)
Fair value measurement, Ending balance		$ 167,000	$ 4,620,000

Shareholders’ Deficit (Details) - $ / shares	12 Months Ended
Shareholders’ Deficit (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Shareholders’ 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’ 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	30,000,000
Class B Ordinary Shares [Member]
Shareholders’ 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

Related Party Transactions

12 Months Ended

Dec. 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 7, 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 from the trust account 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 piggyback 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:

Sponsor 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” or “Notes payable – related party”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of December 31, 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.

Sponsor working capital loans - On August 1, 2022, the Company issued a promissory note (the “August 1, 2022 Note” or “August 1, 2022 Notes payable – related party”) in the principal amount of up to $2,000,000 to its Sponsor. The Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably related to its business and the consummation of the Business Combination. The Note bears no interest and is due and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination. As of December 31, 2022, the outstanding principal balance under the note was $785,000.

Subsequent to December 31, 2022, on January 13, 2023, the Company and the Sponsor agreed to extend the date of maturity of the Note to the earlier of (i) the Termination Date, (ii) the consummation of a business combination of the Company and (iii) the liquidation of the Company.

On January 3, 2023, the Company issued a promissory note (the “January 3, 2023 Note” or “January 3, 2023 Notes payable – related party”) in the principal amount of up to $250,000 to its Sponsor. The January 3, 2023 Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably related to its business and the consummation of the Business Combination. The January 3, 2023 Note bears no interest and is due and payable upon the Business Combination. As of March 30, 2023, the outstanding principal balance under the note was $250,000. At the election of the Payee, all or a portion of the unpaid principal amount of the January 3, 2023 Note may be converted into warrants of the Company (“Warrants”), at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The Warrants shall be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering.

On January 13, 2023, the Company issued a promissory note (the “January 13, 2023 Note” or “January 13, 2023 Notes payable – related party”) in the principal amount of up to $3,000,000 to its Sponsor. The January 13, 2023 Note was issued in connection with advances the Sponsor may make to the Company for contributions to the Trust Account in connection with the Extension and other expenses reasonably related to its business and the consummation of the Business Combination. The January 13, 2023 Note bears no interest and is due and payable upon the Business Combination. As of March 30, 2023, the outstanding principal balance under the note was $675,000. At the election of the Payee, all or a portion of the unpaid principal amount of the January 13, 2023 Note may be converted into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The Warrants shall be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering.

Administrative Services Agreement:

The Company has agreed to pay $25,000 a month to the Sponsor for office space and rent and 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 $300,000 and $291,000,000 were paid and charged to general and administrative expenses during the years ended December 31, 2022 and 2021 for this agreement, respectively, and there were no amounts payable or accrued at December 31, 2022 or 2021.

Description of Organization and Business Operations (Details) - USD ($)			12 Months Ended
	Jan. 11, 2023	Jan. 14, 2021	Dec. 31, 2022
Description of Organization and Business Operations [Line items]
Public offering cost		$ 300,000,000
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 until January 14, 2024, the Termination Date, 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 earned on funds held in the trust account and not previously released to pay income taxes (less up to $100,000 of such net interest to pay dissolution expenses) and 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 the Company, 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 with respect to the Class A ordinary shares so acquired upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the Combination Period.
Private Placement [Member]
Description of Organization and Business Operations [Line items]
Private placement		$ 8,350,000
Subsequent Event [Member]
Description of Organization and Business Operations [Line items]
Redemption price per share (in Dollars per share)	$ 10.167
Redemption amount	$ 265,050,000
Subsequent Event [Member] \| Class A ordinary shares [Member]
Description of Organization and Business Operations [Line items]
Extension amendment proposal the holders shares (in Shares)	26,068,281

Trust Account and Fair Value Measurement (Details) - USD ($)	Jan. 11, 2023	Dec. 31, 2022
Trust Account and Fair Value Measurement (Details) [Line Items]
Deposited amount		$ 300,000,000
Subsequent Event [Member]
Trust Account and Fair Value Measurement (Details) [Line Items]
Shareholders redeemed (in Shares)	26,068,281
Redeemed per share (in Dollars per share)	$ 10.167
Redeemed value	$ 265,050,000

Public Offering

12 Months Ended

Dec. 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 one 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 commercially reasonable efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Initial Business Combination covering the Class A ordinary shares issuable upon the exercise of warrants. 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 end of the Combination Period. 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 (Details) - USD ($)					1 Months Ended			12 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 13, 2023	Jan. 11, 2023	Jan. 03, 2023	Aug. 01, 2022	Mar. 31, 2023	Jan. 31, 2021	Nov. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Founder shares vesting, description						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.
Purchase amount								$ 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
Principal amount				$ 2,000,000
Outstanding principal balance								785,000
General and administrative expenses								$ 300,000	$ 291,000,000
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
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
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Costs paid		$ 3,000,000
January 3, 2023 [Member] \| Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Costs paid			$ 250,000
Outstanding principal balance					$ 250,000
Principal amount			$ 250,000
January 3, 2023 [Member] \| Subsequent Event [Member] \| Warrant [Member]
Related Party Transactions (Details) [Line Items]
Outstanding notes payable amount					250,000
Warrant price (in Dollars per share)			$ 1.5
January 3, 2023 [Member] \| Subsequent Event [Member] \| Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares par value (in Dollars per share)			$ 0.0001
January 13, 2023 [Member] \| Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Outstanding notes payable amount					675,000
Costs paid	$ 3,000,000
Outstanding principal balance					$ 675,000
Principal amount	$ 3,000,000
Warrant price (in Dollars per share)	$ 1.5
Ordinary shares par value (in Dollars per share)	$ 0.0001
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 (Details) - Schedule of warrant liabilities that are measured at fair value on a recurring basis - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Warrant Liabilities:
Warrant liability	$ 467,000	$ 12,920,000
Warrant Liability [Member]
Warrant Liabilities:
Warrant liability	467,000	12,920,000
Public Warrants [Member]
Warrant Liabilities:
Warrant liability	300,000	8,300,000
Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	167,000	4,620,000
Quoted Prices in Active Markets (Level 1) [Member] \| Warrant Liability [Member]
Warrant Liabilities:
Warrant liability	300,000	8,300,000
Quoted Prices in Active Markets (Level 1) [Member] \| Public Warrants [Member]
Warrant Liabilities:
Warrant liability	300,000	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 Liability [Member]
Warrant Liabilities:
Warrant liability	167,000	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	167,000	4,620,000
Significant Other Unobservable Inputs (Level 3) [Member] \| Warrant Liability [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 Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation:

Mandatory Liquidation and Going Concern

Mandatory Liquidation and Going Concern:

Emerging Growth Company

Emerging Growth Company:

Net Income per Ordinary Share

Net Income per Ordinary Share:

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

	Year ended				Year ended
	December 31, 2022				December 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	$	12,055,000	$	3,014,000	$	3,736,000	$	969,000
Denominator:
Basic and diluted weighted average ordinary shares:		30,000,000		7,500,000		30,000,000		7,500,000

Basic and diluted net income per ordinary share	$	0.40	$	0.40	$	0.13	$	0.13

Concentration of Credit Risk:

Concentration of Credit Risk

Concentration of Credit Risk:

Cash and Cash Equivalents

Cash and Cash Equivalents:

Fair Value Measurements

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
Subtotal at inception and at December 31, 2022		300,000,000
Accretion of carrying value to redemption value since Public Offering		4,675,000
Class A ordinary shares subject to possible redemption	$	304,675,000

Income Taxes

Income Taxes:

Warrant Liability

Warrant Liability:

Recent Accounting Pronouncements

Recent Accounting Pronouncements:

Accounting for Warrant Liability (Details) - USD ($)	12 Months Ended
Accounting for Warrant Liability (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounting for Warrant Liability (Details) [Line Items]
Warrants outstanding	15,566,667	15,566,667
Costs to operations (in Dollars)	$ 800,000
Public Warrants [Member]
Accounting for Warrant Liability (Details) [Line Items]
Warrants outstanding	10,000,000	10,000,000
Private Placement Warrants [Member]
Accounting for Warrant Liability (Details) [Line Items]
Warrants outstanding	5,566,667	5,566,667

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
Statements of Operations (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares
Weighted average shares outstanding - diluted	30,000,000	28,392,000
Net income per ordinary share – diluted	$ 0.40	$ 0.13
Class B Ordinary Shares
Weighted average shares outstanding - diluted	7,500,000	7,500,000
Net income per ordinary share – diluted	$ 0.40	$ 0.13

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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 ($)	Dec. 31, 2022	Dec. 31, 2021
Carrying Value [Member]
Assets:
Money Market Fund	$ 304,675,000	$ 300,075,000
Total	304,675,000	300,075,000
Quoted Price Prices in Active Markets (Level 1) [Member]
Assets:
Money Market Fund	304,675,000	300,075,000
Total	$ 304,675,000	$ 300,075,000

Summary of Significant Accounting Policies (Details) - Schedule of earnings per share (Parentheticals) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share (Parentheticals) [Line Items]
Allocation of income – diluted	$ 12,055,000	$ 3,736,000
Diluted weighted average ordinary shares	30,000,000	30,000,000
Diluted net income per ordinary share	$ 0.40	$ 0.13
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share (Parentheticals) [Line Items]
Allocation of income – diluted	$ 3,014,000	$ 969,000
Diluted weighted average ordinary shares	7,500,000	7,500,000
Diluted net income per ordinary share	$ 0.40	$ 0.13

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details