0001193125-24-132262 | S-4/A | XBRL Viewer | Global Partner Acquisition Corp II

Accounting for Warrant Liability (Details) - Schedule of Warrant Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Warrant Liabilities:
Warrant liability	$ 337,000	$ 467,000
Public Warrants [Member]
Warrant Liabilities:
Warrant liability	150,000	300,000
Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	187,000	167,000
Quoted Prices in Active Markets (Level 1) [Member]
Warrant Liabilities:
Warrant liability	150,000	300,000
Quoted Prices in Active Markets (Level 1) [Member] \| Public Warrants [Member]
Warrant Liabilities:
Warrant liability	150,000	300,000
Quoted Prices in Active Markets (Level 1) [Member] \| Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	0	0
Significant Other Observable Inputs (Level 2) [Member]
Warrant Liabilities:
Warrant liability	187,000	167,000
Significant Other Observable Inputs (Level 2) [Member] \| Public Warrants [Member]
Warrant Liabilities:
Warrant liability	0	0
Significant Other Observable Inputs (Level 2) [Member] \| Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	187,000	167,000
Significant Other Unobservable Inputs (Level 3) [Member]
Warrant Liabilities:
Warrant liability	0	0
Significant Other Unobservable Inputs (Level 3) [Member] \| Public Warrants [Member]
Warrant Liabilities:
Warrant liability	0	0
Significant Other Unobservable Inputs (Level 3) [Member] \| Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	$ 0	$ 0

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares
Ordinary shares subject to possible redemption	3,931,719	30,000,000
Ordinary shares subject to possible redemption, per share (in Dollars per share)	$ 11.12	$ 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 [Member]
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

Summary of Significant Accounting Policies (Details) - Schedule of Ordinary Shares Subject to Redemption Consist - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Class A ordinary shares subject to possible redemption at ending	$ 43,704,000	$ 304,675,000
Class A Ordinary Shares Subject to Redemption [Member]
Temporary Equity [Line Items]
Gross proceeds of Public Offering, Value			$ 300,000,000
Gross proceeds of Public Offering, Shares			30,000,000
Less: Proceeds allocated to Public Warrants, Value			$ (14,100,000)
Less: Proceeds allocated to Public Warrants, Shares			0
Offering costs, Value			$ (16,254,000)
Offering costs, Shares			0
Accretion of carrying value to redemption value, Value	$ 4,079,000	$ 4,675,000	$ 30,354,000
Accretion of carrying value to redemption value, Shares	0	0	0
Class A ordinary shares subject to possible redemption at beginning		$ 300,000,000
Class A ordinary shares subject to possible redemption at beginning shares		30,000,000
Class A ordinary shares redeemed, Value	$ (265,050,000)
Class A ordinary shares redeemed, Shares	(26,068,281)
Class A ordinary shares subject to possible redemption at ending	$ 43,704,000	$ 304,675,000	$ 300,000,000
Class A ordinary shares subject to possible redemption at ending shares	3,931,719	30,000,000	30,000,000

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transaction [Line Items]
Related Party Transactions	Note 5 – 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 above and in Note 8, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants: The Sponsor purchased from the Company an aggregate of 5,566,667 warrants at a price of $1.50 per warrant (a purchase price of $8,350,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution 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 registers 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 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 August 1, 2022 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 August 1, 2022 Note bears no interest and is due and payable, as amended in connection with the January 2024 Extension Amendment Proposal, upon the earlier to occur of (i) July 14, 2024 and (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination and (iii) the liquidation of the Company. During the year ended December 31, 2023, approximately $30,000 of this loan was repaid. As of December 31, 2023 and 2022, the outstanding principal balance under the August 1, 202 2 Note was $755,000 and $785,000, respectively. Extension promissory notes – related party - On January 3, 2023, the Company issued a promissory note (the “January 3, 2023 Note”) 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 December 31, 2023, no amounts have been drawn down and there was no outstanding principal balance under the January 3, 2023 Note. At the election of the Payee, $250,000 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, of the Company. The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Public Offering. On January 13, 2023, the Company issued a promissory note (the “January 13, 2023 Note” and together with the January 3, 2023 Note, the “Extension promissory notes – related party”) in the principal amount of up to $4,000,000 , as amended subsequent to December 31, 2023, on February 13, 2024, 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. At the election of the Payee, up to $1,750,000 of the January 13, 2023 Note may be converted, at the option of the lender, into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company. The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering. During the year ended December 31, 2023, the Company made drawdowns aggregating approximately $2,726,000 under the January 13, 2023 Note in order to pay extension payments and for working capital. The Company records such notes at par value and believes that the fair value of the conversion feature is not material based upon the trading price of the similarly termed Public Warrants. At December 31, 2023 and 2022, the outstanding principal balance under the note was approximately $2,726,000 and $0, respectively. Subsequent to December 31, 2023 the Company borrowed approximately $395,000 to fund working capital. 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 Nasdaq Capital 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 was charged to general and administrative expenses during both periods ended December 31, 2023 and 2022 for this agreement. There were amounts of approximately $275,000 and $0 included in accrued liabilities at December 31, 2023 and 2022, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 – Summary of Significant Accounting Policies

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Strike Merger Sub I, Inc., a Delaware corporation and Strike Merger Sub II, LLC, a Delaware limited liability company, both formed to facilitate the acquisition of Stardust Power (Note 2). All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation:

The consolidated 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”).

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 11,221,954 at December 31, 2023 (15,566,667 at December 31, 2022) 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 tables reflect the earnings per share after allocating income between the shares based on outstanding shares:


	Year ended December 31, 2023				Year ended December 31, 2022
	Class A		Class B		Class A		Class B
Numerator:
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted	$	54,000	$	85,000	$	12,055,000	$	3,014,000
Denominator:
Basic and diluted weighted average ordinary shares:		4,718,000		7,500,000		30,000,000		7,500,000

Basic and diluted net income per ordinary share	$	0.01	$	0.01	$	0.40	$	0.40

Concentration of Credit Risk:

The Company can have significant cash balances at financial institutions which throughout the year may 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, 2023 and 2022.

Fair Value Measurements:

The Company complies with FASB ASC 820, “Fair Value Measurements” (“ASC 820”), for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually. As of December 31, 2023 and 2022, 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. 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 consolidated 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 consolidated 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 consolidated financial statements, 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 consolidated 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 Class B ordinary shares subject to redemption 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

, all of the 30,000,000 Class A ordinary shares sold as part of the Units (as defined below) 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

consolidated

balance sheets.

On January 11, 2023, 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 reducing the number of Class A ordinary shares to 3,931,719.

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, 3,931,719 and 30,000,000 shares, respectively, were classified outside of permanent equity at December 31, 2023 and 2022. Class A ordinary shares subject to redemption consist of the following:


	Dollars			Shares
Gross proceeds of Public Offering	$	300,000,000			30,000,000
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, 2021		300,000,000			30,000,000
Accretion of carrying value to redemption value		4,675,000			—

Class A ordinary shares subject to possible redemption at December 31, 2022	$	304,675,000			30,000,000
Class A ordinary shares redeemed on January 11, 2023		(265,050,000	)		(26,068,281	)
Accretion of carrying value to redemption value		4,079,000			—

Balance at December 31, 2023	$	43,704,000			3,931,719

Subsequent to December 31, 2023, on January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $23,615,331. Further, in 2024 Extension Meeting, the shareholders voted to remove the restriction on maximum redemptions.

Income Taxes:

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the

consolidated

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, 2023 and 2022. 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, 2023 or 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is 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 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 consolidated balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the consolidated statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants

are

issued.

Subsequent Events:

The Company evaluated subsequent events and transactions that occurred after the date of the

consolidated

balance

sheets

through

the

March 20, 2024

date that the consolidated financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the financial

statements

have been recognized or disclosed. See above, as well as Notes 1, 4

, 5

, 7 and 8 regarding actions taken at the 2024 Extension Meeting to extend the date to complete a business combination resulting in a New Termination Date, as well as shareholder redemptions of 2,137,134 Class A ordinary shares for approximately $23,615,000 and

non-redemption

agreements with holders of 1,503,254 Class A ordinary shares in exchange for the transfer of 127,777 Class B ordinary shares (after conversion to Class A ordinary shares),

and the increase in the amount available to the Company under extension promissory notes

among other items.

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 has adopted this standard for its Extension promissory notes and there is no impact to the consolidated financial statements - related party as further discussed in Note

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 consolidated financial statements.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current liabilities –
Cash and cash equivalents	$ 22,000	$ 101,000
Prepaid expenses	14,000	8,000
Total current assets	36,000	109,000
Cash held in the Trust Account	43,704,000	0
Investments held in Trust Account	0	304,675,000
Total assets	43,740,000	304,784,000
Current liabilities
Accounts payable	64,000	75,000
Accrued liabilities	4,327,000	3,016,000
Total current liabilities	7,872,000	3,876,000
Other liabilities –
Warrant liability	337,000	467,000
Deferred underwriting commission	10,500,000	10,500,000
Total liabilities	18,709,000	14,843,000
Commitments and contingencies	0	0
Class A ordinary shares subject to possible redemption; 3,931,719 and 30,000,000 shares, respectively (at approximately $11.12 and $10.16 per share at December 31, 2023 and 2022, respectively)	43,704,000	304,675,000
Shareholders' deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding at December 31, 2023 and 2022	0	0
Additional paid-in capital	0	0
Accumulated deficit	(18,674,000)	(14,735,000)
Total shareholders' deficit	(18,673,000)	(14,734,000)
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' deficit	43,740,000	304,784,000
Class A Ordinary Shares
Shareholders' deficit:
Ordinary shares	0	0
Class B Ordinary Shares [Member]
Shareholders' deficit:
Ordinary shares	1,000	1,000
Related Party
Current liabilities
Promissory Note – related party	755,000	785,000
Extension promissory notes – related party	$ 2,726,000	$ 0

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Revenues	$ 0	$ 0
General and administrative expenses	5,230,000	1,984,000
Gain from settlement and release of liabilities	(2,961,000)	0
Income (loss) from operations	(2,269,000)	(1,984,000)
Other income (expense) -
Income from cash and investments held in the Trust Account	2,278,000	4,600,000
Write-off contingent warrants associated with shares redeemed	130,000	0
Change in fair value of warrant liability	0	12,453,000
Net income	$ 139,000	$ 15,069,000
Class A Ordinary Shares
Other income (expense) -
Weighted average Class A ordinary shares outstanding -– basic (in Shares)	4,718,000	30,000,000
Net income per Class A ordinary share – basic (in Dollars per share)	$ 0.01	$ 0.4
Weighted average shares outstanding - diluted	4,718,000	30,000,000
Net income per ordinary share – diluted	$ 0.01	$ 0.4
Class B Ordinary Shares [Member]
Other income (expense) -
Weighted average Class A ordinary shares outstanding -– basic (in Shares)	7,500,000	7,500,000
Net income per Class A ordinary share – basic (in Dollars per share)	$ 0.01	$ 0.4
Weighted average shares outstanding - diluted	7,500,000	7,500,000
Net income per ordinary share – diluted	$ 0.01	$ 0.4

Business Combination Agreement	12 Months Ended
Business Combination Agreement	Dec. 31, 2023
Business Combinations [Abstract]
Business Combination Agreement	Note 2 – Business Combination Agreement On November 21, 2023, the Company, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), with Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned subsidiary of GPAC II (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of GPAC II (“Second Merger Sub”), and Stardust Power Inc., a Delaware corporation (“Stardust Power”). The Business Combination Agreement and the transactions contemplated thereby to occur at or immediately prior to the Closing (“Transactions”) were approved by the boards of directors of each of GPAC II and Stardust Power. The Domestication Pursuant to the Business Combination Agreement, prior to the consummation of the Mergers (as defined below) contemplated by the Business Combination Agreement (the “Closing”), and subject to the Supermajority Acquiror Shareholder Approval (as defined therein), GPAC II will domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands. Prior to the Domestication, each Class B Ordinary Share outstanding shall be converted into one (1) Class A Ordinary Share in accordance with the Company’s amended and restated memorandum and articles of association, other than as set forth in the Sponsor Letter Agreement (the “Class B Ordinary Share conversion”). In connection with the Domestication, (i) each Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication and following the Class B Ordinary Share conversion shall be converted into one share of common stock, par value $0.0001 per share of GPAC II (the “GPAC II Common Stock”) and (ii) each then-issued and outstanding whole warrant exercisable for one Class A Ordinary Share will be converted into a warrant exercisable for one share of GPAC II Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of January 11, 2021, by and between GPAC II and Continental Stock Transfer & Trust Company, as warrant agent (as amended or amended and restated from time to time). In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of GPAC II that has not been previously separated into the underlying Class A Ordinary Shares and the underlying GPAC II warrants will be canceled and will entitle the holder thereof to one share of GPAC II Common Stock and one-sixth of one GPAC II warrant. The Business Combination The Business Combination Agreement provides for, among other things, the following Transactions: (i) the Domestication, (ii) following the Domestication, First Merger Sub will merge with and into Stardust Power, with Stardust Power as the surviving company in the merger (the “First Merger”) and, (iii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, Stardust Power will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving Company”), and as a result of which the Surviving Company will become a wholly-owned subsidiary of GPAC II. At Closing, GPAC II will change its name to “Stardust Power Inc.” and will continue trading on the Nasdaq Capital Market under the new symbols “SDST” and “SDSTW,” respectively, following Closing. At Closing, in connection with the Transactions, GPAC II and certain holders of Stardust Power Common Stock (as defined below) (the “Stardust Power Stockholders”) will enter into a Shareholder Agreement (as defined in the Business Combination Agreement), a Registration Rights Agreement (as defined in the Business Combination Agreement) and a Lock-Up Agreement (as defined in the Business Combination Agreement), each in form and in substance to be agreed, to be effective upon the Closing. The Business Combination is expected to close in the first half of 2024, following the receipt of the required approval by GPAC II’s shareholders and the fulfillment or waiver of other customary closing conditions. Business Combination Consideration In accordance with the terms and subject to the conditions of the Business Combination Agreement, (a) each share of common stock of Stardust Power, par value $0.00001 per share (“Stardust Power Common Stock”) (including Stardust Power Common Stock issued in connection with the Stardust Power SAFE Conversion (as defined in the Business Combination Agreement)), issued and outstanding immediately prior to the First Effective Time (as defined in the Business Combination Agreement) other than any Cancelled Shares (as defined in the Business Combination Agreement) and Dissenting Shares (as defined in the Business Combination Agreement) shall be converted into the right to receive the number of GPAC II Common Stock equal to the Per Share Consideration (as defined in the Business Combination Agreement); (b) each outstanding Stardust Power Option (as defined in the Business Combination Agreement), whether vested or unvested, shall automatically convert into an option to purchase a number of shares of GPAC II Common Stock equal to the number of shares of GPAC II Common Stock subject to such Stardust Power Option immediately prior to the First Effective Time multiplied by the Per Share Consideration at an exercise price per share equal to the exercise price per share of Stardust Power Common Stock divided by the Per Share Consideration, subject to certain adjustments; and (c) each share of Stardust Power Restricted Stock (as defined in the Business Combination Agreement) outstanding immediately prior to the First Effective Time shall convert into a number of shares of GPAC II Common Stock equal to the number of shares of Stardust Power Common Stock subject to such Stardust Power Restricted Stock multiplied by the Per Share Consideration (rounded down to the nearest whole share). The total consideration to be paid at Closing to the selling parties in connection with the Business Combination Agreement will be based on an enterprise value of $450,000,000 (excluding a $50 million earnout, based upon an assumed price of $10 per share, payable upon achievement of certain milestones), subject to certain adjustments as set forth in the Business Combination Agreement, including with respect to certain transaction expenses and the cash and debt of Stardust Power. Additionally, in the event, prior to the eighth (8th) anniversary of the Closing, the volume-weighted average price of GPAC II Common Stock is greater than or equal to $12.00 per share for a period of 20 trading days in any 30-trading day period or there is a change of control, the Company will issue five million shares of GPAC II Common Stock to the holders of Stardust Power as additional merger consideration. Following the execution and delivery of the Business Combination Agreement, and subject to the approval of the shareholders of GPAC II, GPAC II will adopt a customary incentive equity plan that will provide that the GPAC II Common Stock reserved for issuance thereunder, together with the shares of GPAC II Common Stock reserved with respect to Exchanged Company Options and Exchanged Company Common Restricted Stock under the Stardust Power Equity Incentive Plan, will be set at an amount equal to 10.00% of GPAC II Common Stock outstanding immediately after Closing. Governance GPAC II has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the GPAC II board of directors shall consist of seven directors, which will be divided into three classes, which directors shall include: two directors designated by Stardust Power, one director designated by Sponsor and four directors designated by Stardust Power whom shall meet the standards of independence for companies subject to the rules and regulations of The Nasdaq Stock Market LLC. Additionally, the current Stardust Power management team will move to GPAC II in their current roles and titles. Representations and Warranties; Covenants The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of GPAC II and Stardust Power. In addition, GPAC II has agreed to adopt an equity incentive plan, as described in the Business Combination Agreement. Stardust Power has agreed to use its commercially reasonable efforts to sell Stardust Power Common Stock in a private placement on terms mutually agreed to by GPAC II and Stardust Power. GPAC II may enter into subscription agreements for securities of GPAC II following the date of the Business Combination Agreement, in an amount not to exceed $150,000,000 in the aggregate. GPAC II and Stardust Power have agreed to enter into certain agreements to be effective upon Closing to (i) provide registration rights to certain Stardust Power Stockholders, (ii) restrict the sale or transfer of shares of GPAC II Common Stock held by Sponsor and certain Stardust Power Stockholders for 180 days following Closing, subject to certain exceptions and (iii) to provide certain rights to Sponsor with respect to the Sponsor’s designation of a director to the GPAC II board following Closing. Conditions to Each Party’s Obligations The obligation of GPAC II and Stardust Power to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) no governmental authority having enacted any law that makes the Transaction or any part thereof illegal or otherwise prohibited, (iii) the Registration Statement (as defined below) becoming effective, (iv) the approval of GPAC II’s shareholders being obtained and (v) the approval of Stardust Power’s stockholders being obtained. In addition, the obligation of GPAC II and Merger Subs to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Stardust Power being true and correct to the standards applicable to such representations and warranties and each of the covenants of Stardust Power having been performed or complied with in all material respects, (ii) the other representations and warranties, except for those set forth in (i) above, of Stardust Power being true and correct as of the Closing Date, as though made on and as of the Closing Date except for certain exceptions mentioned in the Business Combination Agreement, (iii) each of the covenants of the Stardust Power to be performed or complied with by it under the Business Combination Agreement as of or prior to the Closing having been performed or complied with in all material respects, (iv) each of the covenants of the Stardust Power to be performed or complied with by it under the Business Combination Agreement as of or prior to the Closing having been performed or complied with in all material respects, (v) Stardust Power having delivered to GPAC II a certificate signed by an authorized officer of Stardust Power, dated the Closing Date (an “Officer’s Certificate”), certifying that, to the knowledge and belief of such officer, the conditions set forth in the three (3) immediately preceding points have been fulfilled, (vi) Stardust Power and the other parties thereto entering into certain amendments to the outstanding SAFE Agreements and being in full force and effect, (vii) since the date of the Business Combination Agreement, there not having occurred any change, effect, event, occurrence, state of facts or development that, in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect (as defined in the Business Combination Agreement), and (viii) Stardust Power having delivered to GPAC II executed counterparts to all of the Ancillary Agreements (as defined in the Business Combination Agreement) to which Stardust Power, or any stockholder of Stardust Power, is party. The obligation of Stardust Power to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of GPAC II, First Merger Sub and Second Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of GPAC II having been performed or complied with in all material respects, (ii) each of the pre-Closing or at-Closing covenants of GPAC II shall have been performed or complied with in all material respects, (iii) GPAC II’s delivering an Officer’s Certificate to Stardust Power, (iv) the approval by Nasdaq of GPAC II’s listing application in connection with the Business Combination, (v) the non-occurrence of a Material Adverse Effect, and (vi) GPAC II’s delivery to Stardust Power the executed counterparts of all of the Ancillary Agreements to which GPAC II is a party. Termination The Business Combination Agreement may be terminated at any time at or prior to Closing: (i) by mutual written consent of GPAC II and Stardust Power, (ii) by written notice from GPAC II to Stardust Power if the representations and warranties of Stardust Power are not true and correct or if Stardust Power fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods so long as the breaching party is using its commercially reasonable efforts to cure such breach within such period (the “cure period”), (iii) by written notice from Stardust Power to GPAC II if the representations and warranties of GPAC II are not true and correct or if GPAC II fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within the cure period, (iv) by either GPAC II or Stardust Power if the Business Combination is not consummated by July 14, 2024 (as may be extended under certain conditions), provided that the terminating party’s failure to fulfill any obligation under the Business Combination Agreement was not the primary cause of, or primarily resulted in, the failure of Closing to occur or if the terminating party is in breach of the Business Combination Agreement, which breach could give rise to a right of the other party to terminate the Business Combination Agreement, (v) by either GPAC II or Stardust Power if the consummation of the Mergers is permanently enjoined or prohibited by the terms of a final, non-appealable government order or other law; (vi) by written notice from either GPAC II or Stardust Power if the GPAC II shareholder approval is not obtained at the special meeting of GPAC II (subject to any adjournment or recess of the meeting), (vii) by written notice from GPAC II to Stardust Power if certain Stardust Power stockholder approval has not been obtained within two business days following the date that the Registration Statement is declared effective, and (viii) by Stardust Power if GPAC II is delisted from the Nasdaq Capital Market (and has not been listed on the New York Stock Exchange or another reasonably acceptable national securities exchange or OTC Markets) prior to the consummation of the Transactions. A copy of the Business Combination Agreement is filed with the Current Report on Form 8-K as Exhibit 2.1 filed on November 21, 2023. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. GPAC II does not believe that these schedules contain information that is material to an investment decision. Company Support Agreements and Sponsor Letter Agreement Contemporaneously with the execution of the Business Combination Agreement, certain Stardust Power Stockholders entered into a Company Support Agreement (collectively, the “Company Support Agreements”) with GPAC II and Stardust Power, pursuant to which such stockholders have agreed to certain support matters as described in the Company Support Agreement. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor and, for certain limited purposes set forth therein, the executive officers and directors of GPAC II entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”) with GPAC II and Stardust Power, pursuant to which the Sponsor agreed to, among certain things as described in the Sponsor Letter Agreement.

Shareholders' Deficit (Details) - USD ($)		12 Months Ended
Shareholders' Deficit (Details) - USD ($)	Jan. 11, 2024	Dec. 31, 2023	Dec. 31, 2022
Shareholders' Deficit [Line Items]
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
2024 Extension Meeting [Member] \| Subsequent Event [Member]
Shareholders' Deficit [Line Items]
Ordinary shares exercised (in Dollars)	$ 2,137,134
Redemption price (in Dollars per share)	$ 11.05
Aggregate redemption amount (in Dollars)	$ 23,615,331
Business Combination [Member]
Shareholders' Deficit [Line Items]
Shares holders term 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.
Common Class A [Member]
Shareholders' Deficit [Line Items]
Ordinary shares, authorized		500,000,000	500,000,000
Ordinary shares, issued		0	0
Ordinary shares, outstanding		0	0
Redemption price (in Dollars per share)		$ 11.12	$ 10.16
Non-redemption agreements (in Dollars)		$ 1,503,254
Ordinary shares subject to possible redemption shares		3,931,719	30,000,000
Class B Ordinary Shares [Member]
Shareholders' Deficit [Line Items]
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
Non-redemption agreements (in Dollars)		$ 127,777
Class A Ordinary Shares [Member]
Shareholders' Deficit [Line Items]
Ordinary shares, authorized		550,000,000

Public Offering (Details) - USD ($)				1 Months Ended	12 Months Ended
Public Offering (Details) - USD ($)	Jan. 11, 2024	Jan. 11, 2023	Jan. 14, 2021	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Public Offering [Line Items]
Share issued price per shares (in Dollars per share)			$ 10		$ 10	$ 10
Exercisable notice period			30 days
Public offering expire					5 years	5 years
Redemption price per warrant						0.01%
Trading days period						20 days
Ending trading period						30 days
Underwriting discount percentage						2.00%
Underwriting unit price (in Dollars)						$ 6,000,000
Deferred underwriting percentage						3.50%
Underwriter cash discount (in Dollars)					$ 10,500,000	$ 10,500,000
Aggregate redemption amount (in Dollars)		$ 265,050,166
Number of warrants issued				4,344,714
Redeemed carrying amount (in Dollars)						$ 130,000	$ 0
Redeemable Warrant [Member]
Public Offering [Line Items]
Before the company sending notice period						third
Warrant [Member]
Public Offering [Line Items]
Stock price trigger for redemption of public warrants (in Dollars per share)						$ 10
Number of warrants issued						4,344,714
Over-Allotments [Member]
Public Offering [Line Items]
Number of units issued			30,000,000
Over-Allotments [Member]
Public Offering [Line Items]
Underwriters option period.			45 days
Number of units issued			2,500,000
Common Class A [Member]
Public Offering [Line Items]
Number of share sale						23,615,000
Stock price trigger for redemption of public warrants (in Dollars per share)						$ 18
Redemption price (in Dollars per share)					$ 11.12	11.12	$ 10.16
Common Class A [Member] \| Revision of Prior Period, Adjustment [Member]
Public Offering [Line Items]
Stock price trigger for redemption of public warrants (in Dollars per share)						18
Common Class A [Member] \| Redeemable Warrant [Member]
Public Offering [Line Items]
Redemption price per public warrant (in Dollars per share)					$ 0.1	$ 0.1
Common Class A [Member] \| Over-Allotments [Member]
Public Offering [Line Items]
Number of share sale			30,000,000			30,000,000
Subsequent Event [Member]
Public Offering [Line Items]
Contingent redeemable warrants	356,189
Ordinary shares exercise	2,137,134
Extension Amendment Proposal [Member] \| Common Class A [Member]
Public Offering [Line Items]
Ordinary shares exercised		26,068,281			26,068,281
Redemption price (in Dollars per share)		$ 10.167			$ 10.167	$ 10.167
Extension Amendment Proposal [Member] \| Common Class A [Member] \| Warrant [Member]
Public Offering [Line Items]
Ordinary shares exercised						26,068,281
2024 Extension Meeting [Member] \| Subsequent Event [Member]
Public Offering [Line Items]
Redemption price (in Dollars per share)	$ 11.05
Ordinary shares exercised (in Dollars)	$ 2,137,134
Redemption amount (in Dollars)	$ 23,615,331

Summary of Significant Accounting Policies (Details) - USD ($)			1 Months Ended	12 Months Ended
	Jan. 11, 2024	Jan. 14, 2021	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 11, 2023
Summary of Significant Accounting Policies [Line Items]
Purchase of aggregate shares				11,221,954	11,221,954	15,566,667
Federal depository insurance coverage (in Dollars)					$ 250,000
Offering cost (in Dollars)				$ 17,054,000	17,054,000
Underwriters' discount (in Dollars)					16,500,000
Charged to temporary equity (in Dollars)					16,254,000
Other expenses (in Dollars)					800,000
Net tangible assets (in Dollars)				$ 5,000,001	$ 5,000,001
Redemption of common shares					26,068,281	26,068,281
Common Class A [Member]
Summary of Significant Accounting Policies [Line Items]
Share of ordinary share					23,615,000
Redemption of common shares			26,068,281		2,137,134
Redemption price (in Dollars per share)				$ 11.12	$ 11.12	$ 10.16
Ordinary shares subject to possible redemption				3,931,719	3,931,719	30,000,000
Conversion of stock					1,503,254
Common Class A [Member] \| IPO [Member]
Summary of Significant Accounting Policies [Line Items]
Share of ordinary share		30,000,000			30,000,000
Class B Ordinary Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Conversion of stock					127,777
Extension Amendment Proposal [Member] \| Common Class A [Member]
Summary of Significant Accounting Policies [Line Items]
Redemption of common shares				26,068,281
Redemption price (in Dollars per share)				$ 10.167	$ 10.167		$ 10.167
Redemption amount (in Dollars)				$ 265,050,000
Ordinary shares subject to possible redemption				3,931,719	3,931,719	30,000,000
2024 Extension Meeting [Member] \| Subsequent Event [Member]
Summary of Significant Accounting Policies [Line Items]
Redemption of common shares	2,137,134
Redemption price (in Dollars per share)	$ 11.05
Aggregate redemption amount (in Dollars)	$ 23,615,331

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2023

Description of Organization and Business Operations

Note 1 – Description of Organization and Business Operations

Global Partner Acquisition Corp II was incorporated under the laws of the Cayman Islands as an exempted company on November 3, 2020. Together with its wholly owned subsidiaries Strike Merger Sub I, Inc. and Strike Merger Sub II, LLC., both incorporated or formed in Delaware in November 2023 (collectively the “Company” and “GPAC II”), 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”).

As of December 31, 2023, the Company had not commenced any operations. All activity for the period from November 3, 2020 (inception) to December 31, 2023 relates to the Company’s formation and the initial public offering (the “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.

In January 2023, the shareholders of the Company took various actions and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately 87% of its Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), an extension of the date to complete a Business Combination and certain additional financing and other matters as discussed in further detail in the Form

10-K

Annual Report filed on March 31, 2023 (the “Annual Report”), and the Form

8-K

filed on January 18, 2023, with the Securities and Exchange Commission (the “SEC”) as well as throughout these notes to the consolidated financial statements.

Subsequent to December 31, 2023, there was a further extension of time to complete a business combination and further redemptions and other matters as discussed in various notes below regarding the 2024 Extension Meeting and as described in the Form

8-K

filed with the SEC on January 16, 2024.

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 unredeemed proceeds from the $300,000,000 Public Offering (see Note 3 and below) 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.

In January 2023, the following material transactions, among others, changed the control over and resources of the Company, all as further discussed in these notes to financial statements, as follows:

On January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association (the “Extension Amendment Proposal”) to extend the date required to complete a Business Combination (as described further in Business Combination below). 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 resulting in 3,931,719 Class A ordinary shares remaining outstanding.

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 agreed to contribute to the Sponsor an aggregate amount in cash equal to up to $3,000,000, which amount is being loaned to the Company in accordance with the January 13, 2023 Promissory Note (as defined below), in consideration for which, the Sponsor issued to the Investor interests in certain equity securities of the Company.

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

Pursuant to the Investment Agreement, 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.

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.

The Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction of approximately $2,961,000 of accrued liabilities which is reflected as a credit to operating expenses in the accompanying consolidated statements of operations.

See also below regarding, subsequent to December 31, 2023, the 2024 Extension Meeting.

Trust Account:

The funds in the Trust Account can only be invested in cash or 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. On January 11, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. 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 provided 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, July 14, 2024 if extended per below (previously January 14, 2023 and then January 14, 2024 as discussed below) (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.

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 (the “Articles Extension Date”) 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. Upon each of the nine

one-month

extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the Company $

150,000

as a loan to be deposited into the Trust Account. During the year ended on December 31, 2023 the board of directors of the Company approved

(i) one-month

extensions of the Termination Date in from April through December, resulting in a new Termination Date of September 14, 2024, and (ii) draws of an aggregate of $

1,800,000

pursuant to the Extension Promissory Note - related party (as defined below) to fund the extensions.

Subsequent to December 31, 2023, on January 9, 2024, Global Partner Acquisition Corp II (“GPAC II” and “Company”) held the extraordinary

general

meeting of shareholders of the Company (the “2024 Extension Meeting”) to amend (the “Articles Amendment”), by way of special resolution, the Company’s amended and restated memorandum and articles of association (as amended, the “2024 Amended Articles”) to extend the date by which the Company has to consummate a business combination from January 14, 2024 to July 14, 2024 (the “Revised Termination Date”) for a total of an additional six months after January 14, 2024, unless the closing of a

Business Combination

shall have occurred prior thereto (collectively, the “2024 Extension Amendment Proposal”); to eliminate, by way of special resolution, from the Amended Articles the limitation that GPAC II may not redeem Class A ordinary shares, par value $.0001 per share (the “Class A Ordinary Shares” and “Public Shares”), to the extent that such redemption would result in GPAC II having net tangible assets of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”); to provide, by way of special resolution, that Public Shares may be issued to Global Partner Sponsor II LLC (the “Sponsor”) by way of conversion of Class B ordinary shares, par value $.0001 per share (the “Class B Ordinary Shares” and together with Class A Ordinary Shares, the “Ordinary Shares”), into Public Shares, despite the restriction on issuance of additional Public Shares (the “Founder Conversion Amendment Proposal” and together with the Extension Amendment Proposal and Redemption Limitation Amendment Proposal, the “Proposals”); and, if required an adjournment proposal to adjourn, by way of ordinary resolution, the Extension Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there are insufficient Ordinary Shares at the Extension Meeting to approve the Proposals, or (ii) where the board of directors of the Company has determined it is otherwise necessary (the “Adjournment Proposal”). The shareholders of the Company approved the Proposals at the 2024 Extension Meeting and on January 11, 2024, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.

Also subsequent to December 31, 2023 and in connection with the 2024 Extension Meeting to approve the Extension Amendment Proposal, the Company’s Sponsor entered

into non-redemption agreements

(the

“Non-Redemption Agreements”)

with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A Ordinary Shares of the Company in connection with the Extension Amendment Proposal. In exchange for the

foregoing commitments not to redeem such Class A Ordinary Shares of the Company, the Sponsor agreed to transfer or cause to be issued for no consideration an aggregate of 127,777 shares of the Company and simultaneous forfeiture of 127,777 shares of the Company in connection with the Company’s completion of its initial

Business Combination

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 (the “Nasdaq”). If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares and Class B ordinary shares, par value $0.0001 per share (the “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 the redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). 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), see however Note 3 regarding shareholder redemptions in January 2023.

As further discussed above, the Company will have until the Revised Termination Date, that was proposed to and approved by the Company’s shareholders subsequent to December 31, 2023 in the form of an amendment to the Company’s amended and restated memorandum and articles of association (the “Revised 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 and (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

Founder

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 Revised 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 the Public Offering.

Mandatory Liquidation and Going Concern:

At December 31, 2023, the Company has approximately $22,000 in cash and approximately $7,836,000

in working capital deficit. 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 an initial Business Combination by July 14, 2024, 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 consolidated financial statements are issued. In connection with its financial position and intention to complete a Business Combination, the Company has secured financing from its Sponsor. The Company’s plan to deal with these uncertainties is to use the financing from the Sponsor to complete a Business Combination prior to the Termination Date. There is no assurance for the Company that, (1) the financing from the Sponsor will be adequate and (2) plans to consummate a Business Combination will be successful or successful by July 14, 2024. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flow from operating activities:
Net income	$ 139,000	$ 15,069,000
Adjustments to reconcile net income to net cash used in operating activities
Income from cash and investments held in Trust Account	(2,278,000)	(4,600,000)
Change in fair value of warrant liability	0	(12,453,000)
Write-off contingent warrants associated with shares redeemed	(130,000)	0
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses	(6,000)	175,000
Increase (decrease) in accounts payable	(11,000)	(60,000)
Increase (decrease) in accrued liabilities and other	1,311,000	343,000
Net cash used in operating activities	(975,000)	(1,526,000)
Cash flows from investing activities:
Cash deposited in Trust Account	(1,800,000)	0
Cash withdrawn from Trust Account to pay redemptions	265,050,000	0
Net cash provided by investing activities	263,250,000	0
Cash flows from financing activities:
Redemption of 26,068,281 Class A common shares	(265,050,000)	0
Advances and repayment of promissory note – related party	(30,000)	785,000
Proceeds of Extension Promissory Note – related party	2,726,000	0
Net cash (used in) provided by financing activities	(262,354,000)	785,000
Net change in cash	(79,000)	(741,000)
Cash and cash equivalents at beginning of the period	101,000	842,000
Cash and cash equivalents at end of the period	22,000	101,000
Supplemental disclosure of non-cash financing activities:
Settlement and release of liabilities	$ 2,961,000	$ 0

Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A [Member]
Basic and diluted net income per ordinary share:
Allocation of income – basic	$ 54,000	$ 12,055,000
Allocation of income – diluted	$ 54,000	$ 12,055,000
Denominator:
Basic weighted average ordinary shares:	4,718,000	30,000,000
Diluted weighted average ordinary shares:	4,718,000	30,000,000
Basic net income per ordinary share	$ 0.01	$ 0.4
Diluted net income per ordinary share	$ 0.01	$ 0.4
Class B [Member]
Basic and diluted net income per ordinary share:
Allocation of income – basic	$ 85,000	$ 3,014,000
Allocation of income – diluted	$ 85,000	$ 3,014,000
Denominator:
Basic weighted average ordinary shares:	7,500,000	7,500,000
Diluted weighted average ordinary shares:	7,500,000	7,500,000
Basic net income per ordinary share	$ 0.01	$ 0.4
Diluted net income per ordinary share	$ 0.01	$ 0.4

Consolidated Statements of Changes in Shareholders' Deficit - USD ($)	Total	Class B Ordinary Shares	Class B Ordinary Shares Class B [Member]	Additional Paid-in Capital	Accumulated Deficit
Balances at Dec. 31, 2021	$ (25,128,000)		$ 1,000	$ 0	$ (25,129,000)
Balances (in Shares) at Dec. 31, 2021			7,500,000
Accretion in value of Class A ordinary shares subject to redemption	(4,675,000)	$ 0		0	(4,675,000)
Net income	15,069,000	0		0	15,069,000
Balances at Dec. 31, 2022	(14,734,000)		$ 1,000	0	(14,735,000)
Balances (in Shares) at Dec. 31, 2022			7,500,000
Accretion in value of Class A ordinary shares subject to redemption	(4,078,000)	0		0	(4,078,000)
Net income	139,000	$ 0		0	139,000
Balances at Dec. 31, 2023	$ (18,673,000)		$ 1,000	$ 0	$ (18,674,000)
Balances (in Shares) at Dec. 31, 2023			7,500,000

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
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-Name Accounting Standards Codification
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-Paragraph 28
-Publisher FASB
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-Subparagraph (a)
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 10
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-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

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-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

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-Paragraph 3
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Related Party Transactions (Details) - USD ($)			1 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 13, 2023	Jan. 03, 2023	Jan. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020	Aug. 01, 2022
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.
Shares subject to forfeiture (in Shares)				127,777
Aggregate of shares (in Shares)				127,777
Exercise price (in Dollars per share)				$ 11.5
Costs paid				$ 25,000
General and administrative expenses				300,000	$ 300,000
Loan repaid				30,000
Principal amount							$ 2,000,000
Converted amount	$ 1,750,000
Unpaid principal amount		$ 250,000
Borrowed an additional amount				395,000
Accrued liabilities				$ 275,000	0
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
Warrants purchase price				$ 8,350,000
Common Class A [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 12
Common Class A [Member] \| Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Exercise price (in Dollars per share)				$ 11.5
January 3, 2023 [Member]
Related Party Transactions (Details) [Line Items]
Principal amount		$ 250,000
January 13, 2023 [Member]
Related Party Transactions (Details) [Line Items]
Principal amount	$ 4,000,000
Warrant price (in Dollars per share)	$ 1.5
Drawdowns amount				$ 2,726,000
Warrant [Member] \| January 3, 2023 [Member]
Related Party Transactions (Details) [Line Items]
Warrant price (in Dollars per share)		$ 1.5
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Related party costs						$ 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
Related Party [Member]
Related Party Transactions (Details) [Line Items]
Outstanding principal balance amount				$ 755,000	785,000
Outstanding principal balance				$ 2,726,000	$ 0

Description of Organization and Business Operations (Details) - USD ($)			12 Months Ended
	Jan. 13, 2023	Jan. 11, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2023	Jan. 14, 2021
Description of Organization and Business Operations [Line items]
Proceeds from public offering				$ 300,000,000
Amount held in trust account			$ 300,000,000	300,000,000			$ 300,000,000
Aggregate amount	$ 3,000,000
Accrued liabilities				2,961,000	$ 0
Maximum net interest to pay dissolution expenses			$ 100,000	$ 100,000
Percentage of public shares			100.00%	100.00%
Deposited in trust account				$ 150,000
Promissory note related party				1,800,000	$ 0
Minimum net tangible assets upon consummation of business combination			$ 5,000,001	$ 5,000,001
Aggregate shares (in Shares)				127,777
Shares forfeiture (in Shares)				127,777
Condition for future business combination use of proceeds percentage.				80.00%
Price per share (in Dollars per share)			$ 10	$ 10			$ 10
Shares held in trust account (in Shares)			30,000,000	30,000,000
working capital deficit			$ 7,836,000	$ 7,836,000
Cash			$ 22,000	22,000
Public Offering [Member]
Description of Organization and Business Operations [Line items]
Proceeds from public offering				300,000,000
Private Placement [Member]
Description of Organization and Business Operations [Line items]
Proceeds from Issuance of Private Placement				$ 8,350,000
Aggregate shares (in Shares)				5,566,667
Common Class A [Member]
Description of Organization and Business Operations [Line items]
Shares redemption percentage	87.00%
Ordinary shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Aggregate redemption amount			$ 265,050,000	$ 265,050,000
Remaining shares outstanding (in Shares)			3,931,719	3,931,719	30,000,000
Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line items]
Ordinary shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Aggregate shares (in Shares)				1,503,254
Class B Ordinary shares [Member]
Description of Organization and Business Operations [Line items]
Ordinary shares, par value (in Dollars per share)			0.0001	$ 0.0001
Class B Ordinary Shares [Member]
Description of Organization and Business Operations [Line items]
Ordinary shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Extension Amendment Proposal [Member] \| Common Class A [Member]
Description of Organization and Business Operations [Line items]
Ordinary shares exercised (in Shares)		26,068,281	26,068,281
Redemption price (in Dollars per share)			$ 10.167
Remaining shares outstanding (in Shares)			3,931,719	3,931,719	30,000,000
Business Combination [Member]
Description of Organization and Business Operations [Line items]
Similar business combination				one
Ordinary shares, par value (in Dollars per share)			$ 0.00001	$ 0.00001
Maximum net interest to pay dissolution expenses			$ 100,000	$ 100,000
Business Combination [Member] \| Common Class A [Member]
Description of Organization and Business Operations [Line items]
Ordinary shares, par value (in Dollars per share)						$ 0.0001

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Principles of Consolidation:

Basis of Presentation

Basis of Presentation:

Emerging Growth Company

Emerging Growth Company:

non-emerging

Net Income per Ordinary Share

Net Income per Ordinary Share:

The following tables reflect the earnings per share after allocating income between the shares based on outstanding shares:


	Year ended December 31, 2023				Year ended December 31, 2022
	Class A		Class B		Class A		Class B
Numerator:
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted	$	54,000	$	85,000	$	12,055,000	$	3,014,000
Denominator:
Basic and diluted weighted average ordinary shares:		4,718,000		7,500,000		30,000,000		7,500,000

Basic and diluted net income per ordinary share	$	0.01	$	0.01	$	0.40	$	0.40

Concentration of Credit Risk

Concentration of Credit Risk:

Cash and Cash Equivalents

Cash and Cash Equivalents:

Fair Value Measurements

Fair Value Measurements:

The Company complies with FASB ASC 820, “Fair Value Measurements” (“ASC 820”), for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

•

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:

The Company complies with the requirements of the FASB ASC

340-10-S99-1

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption:

As discussed in Note

consolidated

balance sheets.

paid-in


	Dollars			Shares
Gross proceeds of Public Offering	$	300,000,000			30,000,000
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, 2021		300,000,000			30,000,000
Accretion of carrying value to redemption value		4,675,000			—

Class A ordinary shares subject to possible redemption at December 31, 2022	$	304,675,000			30,000,000
Class A ordinary shares redeemed on January 11, 2023		(265,050,000	)		(26,068,281	)
Accretion of carrying value to redemption value		4,079,000			—

Balance at December 31, 2023	$	43,704,000			3,931,719

Income Taxes

Income Taxes:

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the

consolidated

Warrant Liability

Warrant Liability:

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

non-cash

gain or loss on the consolidated statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants

are

issued.

Subsequent Events

Subsequent Events:

The Company evaluated subsequent events and transactions that occurred after the date of the

consolidated

balance

sheets

through

the

March 20, 2024

date that the consolidated financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the financial

statements

have been recognized or disclosed. See above, as well as Notes 1, 4

, 5

non-redemption

agreements with holders of 1,503,254 Class A ordinary shares in exchange for the transfer of 127,777 Class B ordinary shares (after conversion to Class A ordinary shares),

and the increase in the amount available to the Company under extension promissory notes

among other items.

Recent Accounting Pronouncements

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

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

Business Combination Agreement (Details) - USD ($) $ / shares in Units, shares in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Combination Agreement [Line Items]
Exercise price of per share	$ 11.5
Total consideration (in Dollars)	$ 450,000,000
Business combination agreement earnout (in Dollars)	$ 50,000,000
Weighted average price of per share	$ 12
Aggregate amount (in Dollars)	$ 150,000,000
GPAC II [Member]
Business Combination Agreement [Line Items]
Share of common stock (in Shares)	5
Common stock outstanding percentage	10.00%
Class B Ordinary Shares [Member]
Business Combination Agreement [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Business Combination [Member]
Business Combination Agreement [Line Items]
Common stock, par value	0.00001
Price per share	$ 10

Trust Account and Fair Value Measurement (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis	Dec. 31, 2022 USD ($)
Quoted Price in Active Markets (Level 1) [Member]
Assets:
Total	$ 304,675,000
Quoted Price in Active Markets (Level 1) [Member] \| Money Market Funds [Member]
Assets:
Total	304,675,000
Carrying Value [Member]
Assets:
Total	304,675,000
Carrying Value [Member] \| Money Market Funds [Member]
Assets:
Total	$ 304,675,000

Shareholders' Deficit	12 Months Ended
Shareholders' Deficit	Dec. 31, 2023
Shareholders' Deficit [Abstract]
Shareholders' Deficit	Note 8 – Shareholders’ Deficit Ordinary Shares: The authorized ordinary shares of the Company include 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares 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 ordinary shares and Class B ordinary shares vote together as a single class and are entitled to one vote for each Class A ordinary shares and Class B ordinary shares. 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, 2023 and 2022, 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 3,931,719 and 30,000,000, respectively, Class A ordinary shares subject to possible redemption at December 31, 2023 and 2022). Subsequent to December 31, 2023, on January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $23,615,331. Also subsequent to December 31, 2023 and in connection with the 2024 Extension Agreement, as discussed in Note 1, the Company entered into non-redemption agreements with holders of 1,503,254 Class A ordinary shares in exchange for the transfer of 127,777 Class B ordinary shares (after conversion to Class A ordinary shares), among other items. Preference Shares: The Company is authorized to issue 5,000,000 preference shares, par value $0.0001 (the “Preference shares”), 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, 2023 and 2022, there were no Preference shares issued or outstanding.

Public Offering	12 Months Ended
Public Offering	Dec. 31, 2023
Public Offering [Abstract]
Public Offering	Note 4 – 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, 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,” and together with the Detachable Redeemable Warrants, the “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 Revised 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 (the “Public Warrants”). 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. The shareholders of the Company approved the Extension Amendment Proposal at the extraordinary general meeting (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. In addition, 4,344,714 contingent Distributable Redeemable Warrants will no longer be available to the former holders of the 26,068,281 Class A ordinary shares redeemed and so the carrying amount of those warrants, approximately $130,000, was removed from the warrant liabilities on the consolidated balance sheets . Subsequent to December 31, 2023, on January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $23,615,331. In addition, 356,189 contingent Distributable Redeemable Warrants will no longer be available to the former holders of the 2,137,134 Class A ordinary shares redeemed and so the carrying amount of those warrants will be removed from the warrant liabilities on the consolidated balance sheets in 2024.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 9 – 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: 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. Ongoing Conflicts — The impact of ongoing and evolving military conflicts, including the invasion of Ukraine by Russia and the Israel-Hamas war, and economic sanctions and countermeasures on domestic and global economic and geopolitical conditions in general is not determinable as of the date of these consolidated financial statements.

Trust Account and Fair Value Measurement (Details) - USD ($)			12 Months Ended
	Jan. 09, 2024	Jan. 11, 2023	Dec. 31, 2023	Dec. 31, 2022
Trust Account and Fair Value Measurement Details [Line Items]
Deposited into the trust account			$ 300,000,000
Common Class A [Member]
Trust Account and Fair Value Measurement Details [Line Items]
Shareholders redeemed (in Shares)		26,068,281
Redemption price (in Dollars per share)			$ 11.12	$ 10.16
Redemption amount		$ 265,050,000
Common Class A [Member] \| Private Placement [Member]
Trust Account and Fair Value Measurement Details [Line Items]
Redemption price (in Dollars per share)		$ 10.16
Class A Ordinary Shares [Member] \| Subsequent Event [Member]
Trust Account and Fair Value Measurement Details [Line Items]
Redemption price (in Dollars per share)	$ 11.05
Ordinary shares exercised	$ 2,137,134
Redemption amount	$ 23,615,331

Consolidated Statements of Cash Flows (Parentheticals) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Redemption of common shares	26,068,281	26,068,281

Cover Page	12 Months Ended
Cover Page	Dec. 31, 2023
Document Information [Line Items]
Entity Registrant Name	Global Partner Acquisition Corp II
Document Type	S-4/A
Amendment Flag	true
Entity Central Index Key	0001831979
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9
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
Entity Primary SIC Number	6770
Amendment Description	Amendment No. 3
Business Contact [Member]
Document Information [Line Items]
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
Contact Personnel Name	Global Partner Sponsor II LLC