2022 Q4 Form 10-K Financial Statement
#000141057823000172 Filed on February 27, 2023
Income Statement
Concept | 2022 Q4 | 2022 |
---|---|---|
Revenue | $0.00 | $0.00 |
YoY Change | ||
Cost Of Revenue | ||
YoY Change | ||
Gross Profit | ||
YoY Change | ||
Gross Profit Margin | ||
Selling, General & Admin | ||
YoY Change | ||
% of Gross Profit | ||
Research & Development | ||
YoY Change | ||
% of Gross Profit | ||
Depreciation & Amortization | ||
YoY Change | ||
% of Gross Profit | ||
Operating Expenses | $276.7K | $1.173M |
YoY Change | -22.47% | 224.28% |
Operating Profit | -$1.173M | |
YoY Change | ||
Interest Expense | $2.975M | $5.091M |
YoY Change | 13613.83% | 23372.57% |
% of Operating Profit | ||
Other Income/Expense, Net | $3.415M | $26.42M |
YoY Change | -64.09% | 177.87% |
Pretax Income | $6.113M | $25.25M |
YoY Change | -33.37% | 175.38% |
Income Tax | $614.2K | $995.2K |
% Of Pretax Income | 10.05% | 3.94% |
Net Earnings | $5.498M | $24.26M |
YoY Change | -40.07% | 164.53% |
Net Earnings / Revenue | ||
Basic Earnings Per Share | ||
Diluted Earnings Per Share | $0.13 | $0.56 |
COMMON SHARES | ||
Basic Shares Outstanding | ||
Diluted Shares Outstanding |
Balance Sheet
Concept | 2022 Q4 | 2022 |
---|---|---|
SHORT-TERM ASSETS | ||
Cash & Short-Term Investments | $521.2K | $521.2K |
YoY Change | -57.09% | -57.09% |
Cash & Equivalents | $521.1K | |
Short-Term Investments | ||
Other Short-Term Assets | $331.5K | $331.5K |
YoY Change | -16.4% | -16.4% |
Inventory | ||
Prepaid Expenses | $331.5K | |
Receivables | ||
Other Receivables | ||
Total Short-Term Assets | $852.6K | $852.6K |
YoY Change | -47.08% | -47.08% |
LONG-TERM ASSETS | ||
Property, Plant & Equipment | ||
YoY Change | ||
Goodwill | ||
YoY Change | ||
Intangibles | ||
YoY Change | ||
Long-Term Investments | $356.2M | $356.2M |
YoY Change | 1.21% | 1.21% |
Other Assets | $0.00 | $0.00 |
YoY Change | -100.0% | -100.0% |
Total Long-Term Assets | $356.2M | $356.2M |
YoY Change | 1.12% | 1.12% |
TOTAL ASSETS | ||
Total Short-Term Assets | $852.6K | $852.6K |
Total Long-Term Assets | $356.2M | $356.2M |
Total Assets | $357.0M | $357.0M |
YoY Change | 0.9% | 0.9% |
SHORT-TERM LIABILITIES | ||
YoY Change | ||
Accounts Payable | $79.57K | $79.57K |
YoY Change | -74.29% | -74.29% |
Accrued Expenses | $2.000K | |
YoY Change | ||
Deferred Revenue | ||
YoY Change | ||
Short-Term Debt | $0.00 | $0.00 |
YoY Change | ||
Long-Term Debt Due | ||
YoY Change | ||
Total Short-Term Liabilities | $574.8K | $574.8K |
YoY Change | 84.13% | 84.13% |
LONG-TERM LIABILITIES | ||
Long-Term Debt | $1.000M | $1.000M |
YoY Change | -81.79% | -81.79% |
Other Long-Term Liabilities | $13.89M | $13.89M |
YoY Change | -54.81% | -54.81% |
Total Long-Term Liabilities | $14.89M | $14.89M |
YoY Change | -58.9% | -58.9% |
TOTAL LIABILITIES | ||
Total Short-Term Liabilities | $574.8K | $574.8K |
Total Long-Term Liabilities | $14.89M | $14.89M |
Total Liabilities | $15.46M | $15.46M |
YoY Change | -57.68% | -57.68% |
SHAREHOLDERS EQUITY | ||
Retained Earnings | -$14.06M | |
YoY Change | -59.32% | |
Common Stock | ||
YoY Change | ||
Preferred Stock | ||
YoY Change | ||
Treasury Stock (at cost) | ||
YoY Change | ||
Treasury Stock Shares | ||
Shareholders Equity | -$14.06M | $341.6M |
YoY Change | ||
Total Liabilities & Shareholders Equity | $357.0M | $357.0M |
YoY Change | 0.9% | 0.9% |
Cashflow Statement
Concept | 2022 Q4 | 2022 |
---|---|---|
OPERATING ACTIVITIES | ||
Net Income | $5.498M | $24.26M |
YoY Change | -40.07% | 164.53% |
Depreciation, Depletion And Amortization | ||
YoY Change | ||
Cash From Operating Activities | -$711.2K | -$1.516M |
YoY Change | -16.41% | 77.34% |
INVESTING ACTIVITIES | ||
Capital Expenditures | ||
YoY Change | ||
Acquisitions | ||
YoY Change | ||
Other Investing Activities | $822.7K | $822.7K |
YoY Change | -100.23% | -100.23% |
Cash From Investing Activities | $822.7K | $822.7K |
YoY Change | -100.23% | -100.23% |
FINANCING ACTIVITIES | ||
Cash Dividend Paid | ||
YoY Change | ||
Common Stock Issuance & Retirement, Net | ||
YoY Change | ||
Debt Paid & Issued, Net | ||
YoY Change | ||
Cash From Financing Activities | 0.000 | 0.000 |
YoY Change | -100.0% | -100.0% |
NET CHANGE | ||
Cash From Operating Activities | -711.2K | -1.516M |
Cash From Investing Activities | 822.7K | 822.7K |
Cash From Financing Activities | 0.000 | 0.000 |
Net Change In Cash | 111.5K | -693.4K |
YoY Change | -90.17% | -157.09% |
FREE CASH FLOW | ||
Cash From Operating Activities | -$711.2K | -$1.516M |
Capital Expenditures | ||
Free Cash Flow | ||
YoY Change |
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NatureOfOperations
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="display:inline-block;text-indent:0pt;width:42.49pt;"><b style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:bold;">Note 1 — </b></span>Organization, Business Operations and Liquidity</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Organization and General</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through December 31, 2022, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 3.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000, which is described in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 7.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Offering costs amounted to $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. In addition, $2,089,239 of cash was held outside of the Trust Account (as defined below) on November 8, 2021 and was available for working capital purposes.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of <span style="-sec-ix-hidden:Hidden_KsDhsF_FFEujclEDVZNQWA;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">two</span></span> business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations. As of December 31, 2022, the amount in the Trust Account is approximately $10.31 per public share.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In accordance with guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. The public shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize this change immediately.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Initial Business Combination</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">The Company has 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_OC7fxRJJS0SPodCRAFxtzg;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Liquidity and Going Concern Considerations</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of December 31, 2022, the Company had cash on hand of $521,149 held outside of the Trust Account and available for working capital purposes. Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes and up to $100,000 to pay dissolution expenses. During the year ended December 31, 2022, the Company withdrew $822,658 from the Trust Account, all of which was used to pay taxes.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">The Company has until May 8, 2023 (or until August 8, 2023, or November 8, 2023, if extended) to consummate a Business Combination. If a Business Combination is not consummated by this date and extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before May 8, 2023, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2023 (or until August 8, 2023 or November 8, 2023, as applicable, if we extend the period of time to consummate a business combination).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Risks and Uncertainties</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;"><span style="font-size:1pt;margin-bottom:12pt;visibility:hidden;"></span></p> | |
CY2022 | cndb |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
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1 | |
CY2021Q4 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.00 | |
CY2021Q4 | us-gaap |
Proceeds From Issuance Initial Public Offering
ProceedsFromIssuanceInitialPublicOffering
|
345000000 | |
CY2021Q4 | cndb |
Transaction Costs
TransactionCosts
|
18479829 | |
CY2021Q4 | cndb |
Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
|
6900000 | |
CY2021Q4 | cndb |
Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
|
12075000 | |
CY2021Q4 | cndb |
Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
|
540576 | |
CY2021Q4 | cndb |
Deferred Offering Costs Attributable To Warrant Liability Recorded In Accumulated Deficit
DeferredOfferingCostsAttributableToWarrantLiabilityRecordedInAccumulatedDeficit
|
1035747 | |
CY2021Q4 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
2089239 | |
CY2022 | cndb |
Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
|
80 | |
CY2022 | cndb |
Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
|
50 | |
CY2022 | cndb |
Proceeds From Initial Public Offering Private Placement And Sponsor Loans Net
ProceedsFromInitialPublicOfferingPrivatePlacementAndSponsorLoansNet
|
351900000 | |
CY2022Q4 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.20 | |
CY2021Q4 | cndb |
Deferred Offering Costs Attributable To Warrant Liability Recorded In Accumulated Deficit
DeferredOfferingCostsAttributableToWarrantLiabilityRecordedInAccumulatedDeficit
|
1035747 | |
CY2022 | cndb |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2022 | cndb |
Months To Complete Acquisitions
MonthsToCompleteAcquisitions
|
P18M | |
CY2022 | cndb |
Months To Complete Acquisitions
MonthsToCompleteAcquisitions
|
P18M | |
CY2022Q4 | cndb |
Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
|
5000001 | |
CY2022 | cndb |
Months To Complete Acquisitions
MonthsToCompleteAcquisitions
|
P18M | |
CY2022 | cndb |
Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
|
100000 | |
CY2022 | cndb |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2022Q4 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.20 | |
CY2022Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
521149 | |
CY2022 | cndb |
Payment Of Dissolution Expenses
PaymentOfDissolutionExpenses
|
100000 | |
CY2022 | cndb |
Assets Held In Trust Account To Pay Its Tax Obligation
AssetsHeldInTrustAccountToPayItsTaxObligation
|
822658 | |
CY2021Q4 | us-gaap |
Adjustments To Additional Paid In Capital Stock Issued Issuance Costs
AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts
|
18479829 | |
CY2021Q4 | cndb |
Underwriter Cash Discount
UnderwriterCashDiscount
|
6900000 | |
CY2021Q4 | cndb |
Deferred Underwriters Discount
DeferredUnderwritersDiscount
|
12075000 | |
CY2021Q4 | cndb |
Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
|
540576 | |
CY2022 | us-gaap |
Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
|
3743935 | |
CY2022 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Use of Estimates</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The preparation of financial statements in conformity with GAAP requires 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.</p> | |
CY2022Q4 | us-gaap |
Marketable Securities Current
MarketableSecuritiesCurrent
|
351923363 | |
CY2022 | us-gaap |
Amortization Of Debt Discount Premium
AmortizationOfDebtDiscountPremium
|
320030 | |
us-gaap |
Investment Income Interest
InvestmentIncomeInterest
|
21694 | ||
CY2022 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Concentration of Credit Risk</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account.</p> | |
CY2022Q4 | us-gaap |
Cash Fdic Insured Amount
CashFDICInsuredAmount
|
250000 | |
CY2022 | cndb |
Assets Held In Trust Account To Pay Its Tax Obligation
AssetsHeldInTrustAccountToPayItsTaxObligation
|
822658 | |
CY2022 | cndb |
Number Of Warrants Issued
NumberOfWarrantsIssued
|
26650000 | |
CY2021Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2021Q4 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
0 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
0 | |
CY2022Q4 | us-gaap |
Debt Instrument Face Amount
DebtInstrumentFaceAmount
|
6900000 | |
CY2022 | cndb |
Extension Of Sponsor Loans To Amount Held In Trust Account
ExtensionOfSponsorLoansToAmountHeldInTrustAccount
|
10.20 | |
CY2022Q4 | us-gaap |
Debt Instrument Convertible Conversion Price1
DebtInstrumentConvertibleConversionPrice1
|
1.00 | |
CY2022 | us-gaap |
Related Party Transaction Effects Of Any Change In Method Of Establishing Terms
RelatedPartyTransactionEffectsOfAnyChangeInMethodOfEstablishingTerms
|
Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest-bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination. | |
CY2022 | cndb |
Issued And Outstanding Public Share
IssuedAndOutstandingPublicShare
|
1 | |
CY2022 | us-gaap |
Interest Expense Related Party
InterestExpenseRelatedParty
|
100000 | |
CY2022Q4 | us-gaap |
Business Combination Contingent Consideration Liability
BusinessCombinationContingentConsiderationLiability
|
1000 | |
CY2021Q4 | us-gaap |
Business Combination Contingent Consideration Liability
BusinessCombinationContingentConsiderationLiability
|
0 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2021Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2022Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2022Q4 | cndb |
Deferred Tax Assets Organizational Costs Startup Expenses
DeferredTaxAssetsOrganizationalCostsStartupExpenses
|
243656 | |
CY2021Q4 | cndb |
Deferred Tax Assets Organizational Costs Startup Expenses
DeferredTaxAssetsOrganizationalCostsStartupExpenses
|
39442 | |
CY2022Q4 | cndb |
Deferred Tax Assets Federal Net Operating Loss
DeferredTaxAssetsFederalNetOperatingLoss
|
0 | |
CY2021Q4 | cndb |
Deferred Tax Assets Federal Net Operating Loss
DeferredTaxAssetsFederalNetOperatingLoss
|
31932 | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Gross
DeferredTaxAssetsGross
|
243656 | |
CY2021Q4 | us-gaap |
Deferred Tax Assets Gross
DeferredTaxAssetsGross
|
71374 | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
243656 | |
CY2021Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
71374 | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
0 | |
CY2021Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
0 | |
CY2022 | us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
995207 | |
us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
172282 | |
us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
71374 | ||
CY2022 | us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
0 | |
us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
0 | |
us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
172282 | |
us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
71374 | ||
CY2022 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
995207 | |
us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
0 | ||
CY2021Q4 | us-gaap |
Operating Loss Carryforwards
OperatingLossCarryforwards
|
152055 | |
CY2022Q4 | us-gaap |
Operating Loss Carryforwards
OperatingLossCarryforwards
|
0 | |
CY2022 | us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
172282 | |
us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
71374 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.210 | |
us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.210 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Other Adjustments
EffectiveIncomeTaxRateReconciliationOtherAdjustments
|
0.000 | |
us-gaap |
Effective Income Tax Rate Reconciliation Other Adjustments
EffectiveIncomeTaxRateReconciliationOtherAdjustments
|
0.024 | ||
CY2022 | cndb |
Effective Income Tax Rate Reconciliation Change In Fair Value Of Warrant Liability
EffectiveIncomeTaxRateReconciliationChangeInFairValueOfWarrantLiability
|
-0.177 | |
cndb |
Effective Income Tax Rate Reconciliation Change In Fair Value Of Warrant Liability
EffectiveIncomeTaxRateReconciliationChangeInFairValueOfWarrantLiability
|
-0.262 | ||
CY2022 | cndb |
Fair Value Of Private Placement Warrants In Excess Of Purchase Price
FairValueOfPrivatePlacementWarrantsInExcessOfPurchasePrice
|
0.000 | |
cndb |
Fair Value Of Private Placement Warrants In Excess Of Purchase Price
FairValueOfPrivatePlacementWarrantsInExcessOfPurchasePrice
|
0.020 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
0.007 | |
us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
0.008 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.040 | |
us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.000 |