Table of Contents Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Units, each consisting of one share of Series A common stock, $0.0001 par value, and one-half of one redeemable warrant ACABU The Nasdaq Stock Market LLC Shares of Series A common stock included as part of the units ACAB The Nasdaq Stock Market LLC Warrants included as part of the units, each whole warrant exercisable for one share of Series A common s ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware 85-1013956 (State or other jurisdiction of incorporation or organization) Commission file number: 001-41224 ATLANTIC COASTAL ACQUISITION CORP ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 ATLANTIC COASTAL ACQUISITION CORP. II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-1013956 (S ...

Part I [Business](index=8&type=section&id=Item%201.%20Business) This blank check company, formed in May 2021, aims to acquire a business in the next-generation mobility sector within 15 months of its IPO - The company is a blank check company formed in May 2021 to effect a merger, asset acquisition, or similar business combination, and has not yet selected a specific target[24](index=24&type=chunk) - The company intends to focus its search for a target business in the next-generation mobility sector, including areas like digital mobility platforms, sensor technologies, autonomous computing, next-generation aviation, and sustainable infrastructure[24](index=24&type=chunk)[27](index=27&type=chunk) - The company must complete its initial business combination within 15 months from the closing of its IPO, or it will cease operations, redeem public shares, and liquidate[67](index=67&type=chunk)[107](index=107&type=chunk) - The target business must have a collective fair market value equal to at least **80%** of the balance in the trust account at the time of executing a definitive agreement[78](index=78&type=chunk) - As of March 15, 2022, the company has approximately **$306,000,000** held in its trust account available for a business combination[63](index=63&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including its blank check nature, intense SPAC competition, management conflicts of interest, potential shareholder dilution, and external market factors - The company is a blank check entity with no operating history or revenue, providing no basis for investors to evaluate its ability to achieve its business objectives[135](index=135&type=chunk) - There is increased competition from a large number of other SPACs, which may make attractive targets scarcer and potentially increase the cost of an initial business combination[225](index=225&type=chunk)[226](index=226&type=chunk) - Officers and directors have conflicts of interest as they allocate time to other businesses, including another SPAC (ACA I), and have financial incentives to complete a business combination that may not be in the best interest of public stockholders[206](index=206&type=chunk)[207](index=207&type=chunk)[212](index=212&type=chunk) - The nominal purchase price of approximately **$0.0035 per share** paid by the sponsor for founder shares may result in significant dilution to public shares upon a business combination[265](index=265&type=chunk) - The search for a target business may be adversely affected by the COVID-19 outbreak, geopolitical conflicts, and unfavorable debt and equity market conditions[175](index=175&type=chunk)[177](index=177&type=chunk) [Unresolved Staff Comments](index=58&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - There are no unresolved staff comments[289](index=289&type=chunk) [Properties](index=58&type=section&id=Item%202.%20Properties) The company does not own any properties, with its executive office provided at no cost by a sponsor affiliate - The company does not own any real estate or other physical properties, and its principal executive office at 6 St Johns Lane, Floor 5, New York, NY 10013 is provided by an affiliate of the sponsor at no cost[290](index=290&type=chunk) [Legal Proceedings](index=58&type=section&id=Item%203.%20Legal%20Proceedings) There is no pending litigation against the company or its officers and directors - To the knowledge of management, there is no litigation currently pending against the company or its officers and directors[291](index=291&type=chunk) [Mine Safety Disclosures](index=58&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[292](index=292&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=59&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, with its January 2022 IPO raising **$300 million** and placing **$306 million** into a trust account, and it does not intend to pay dividends - The company's units, common stock, and warrants trade on the Nasdaq Global Market under the symbols ACABU, ACAB, and ACABW, respectively, with trading commencing in January and March 2022[295](index=295&type=chunk) - The company consummated its IPO of **30,000,000 units** at **$10.00 per unit** on January 13, 2022, generating gross proceeds of **$300,000,000**[300](index=300&type=chunk) - Simultaneously with the IPO, the sponsor purchased **13,850,000 private placement warrants** at **$1.00 each**, generating gross proceeds of **$13,850,000**[300](index=300&type=chunk) - Following the IPO and private placement, a total of **$306,000,000** (**$10.20 per unit**) was placed in a trust account[302](index=302&type=chunk) - The company has not paid any cash dividends and does not intend to in the foreseeable future[298](index=298&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=60&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, it reported a **$1,793 net loss** from inception to December 31, 2021, with post-IPO liquidity of **$1.8 million** cash and **$1.75 million** in potential sponsor loans - For the period from May 20, 2021 (inception) to December 31, 2021, the company had a net loss of **$1,793**, consisting of operating and formation costs[311](index=311&type=chunk) - As of December 31, 2021, prior to the IPO, the company had no cash and its liquidity needs were met through **$25,000** from the sale of Founder Shares and loans from the sponsor[312](index=312&type=chunk) - Post-IPO, the company has approximately **$1,819,051** of cash held outside the trust account for working capital purposes[471](index=471&type=chunk)[481](index=481&type=chunk) - The sponsor has committed to provide up to **$1,750,000** in loans to fund working capital deficiencies or finance transaction costs, of which up to **$1,500,000** may be convertible into warrants[319](index=319&type=chunk)[320](index=320&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2021, with no material changes to internal controls - Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures and concluded they were effective as of December 31, 2021[334](index=334&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[338](index=338&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=65&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's seven-member Board of Directors, including key executives, is divided into three staggered classes and operates with independent audit, compensation, and governance committees Directors and Executive Officers | Name | Title | | :--- | :--- | | Shahraab Ahmad | Chief Executive Officer and Chairman of the Board of Directors | | Anthony D. Eisenberg | Chief Strategy Officer and Director | | Jason Chryssicas | Chief Financial Officer and Director | | Burt Jordan | President and Director | - The Board of Directors is divided into three staggered classes (Class I, II, and III), with each class serving a three-year term[354](index=354&type=chunk)[355](index=355&type=chunk) - The Board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, and each committee is composed solely of independent directors[358](index=358&type=chunk) - Dominick J. Schiano serves as the chair of the audit committee and qualifies as an audit committee financial expert[360](index=360&type=chunk) [Executive Compensation](index=71&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers or directors, who are reimbursed for expenses, with future compensation to be determined post-business combination - No cash compensation has been paid to any officers or directors for services rendered to the company[376](index=376&type=chunk) - Individuals will be reimbursed for out-of-pocket expenses incurred in connection with activities on the company's behalf, such as identifying potential target businesses[376](index=376&type=chunk) - Compensation for management after the initial business combination will be determined by the directors of the post-combination company[377](index=377&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=72&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The sponsor and initial stockholders collectively own approximately **20%** of common stock, subject to a one-year lock-up, granting them significant voting influence Beneficial Ownership | Name of Beneficial Owner | Series B Common Stock Beneficially Owned | % of Total Voting Power | | :--- | :--- | :--- | | Atlantic Coastal Acquisition Management II LLC (Sponsor) | 7,200,000 | 19.2% | | All executive officers and directors as a group (9 persons) | 7,450,000 | 19.9% | - The initial stockholders beneficially own approximately **20%** of the issued and outstanding shares of common stock[385](index=385&type=chunk) - Founder shares are subject to a lock-up agreement, generally restricting transfer until one year after the consummation of the initial business combination, with certain provisions for early release[389](index=389&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=74&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Related party transactions include the sponsor's **$25,000** founder share purchase, a repaid promissory note, and a **$1.75 million** working capital loan commitment, alongside noted management conflicts and independent board majority - The sponsor purchased founder shares for an aggregate price of **$25,000**[393](index=393&type=chunk) - The sponsor provided a promissory note of up to **$250,000** to cover initial costs, which was fully repaid on February 22, 2022[395](index=395&type=chunk) - The sponsor has committed to provide up to **$1,750,000** in working capital loans to finance transaction costs, of which up to **$1,500,000** may be convertible into warrants[396](index=396&type=chunk) - Potential conflicts of interest are noted, as officers and directors have fiduciary duties to other entities, including Atlantic Coastal Acquisition Corp. (ACA I)[411](index=411&type=chunk)[413](index=413&type=chunk) - A majority of the board members are independent directors as defined by Nasdaq rules[428](index=428&type=chunk) [Principal Accountant Fees and Services](index=81&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid **$41,200** in audit fees to Marcum LLP for the period from inception to December 31, 2021, with no other fees for audit-related, tax, or other services Accountant Fees | Fee Category | Amount (for period from May 20, 2021 to Dec 31, 2021) | | :--- | :--- | | Audit Fees | $41,200 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV [Exhibits, Financial Statement Schedules](index=82&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section indexes all exhibits filed with the 10-K, including corporate governance documents, securities agreements, and financial statement references - This section provides an index of all exhibits filed with the 10-K, including the Amended and Restated Certificate of Incorporation, Public Warrant Agreement, and Registration Rights Agreement[439](index=439&type=chunk)[443](index=443&type=chunk)[446](index=446&type=chunk) Financial Statements [Audited Financial Statements (as of December 31, 2021)](index=84&type=section&id=Audited%20Financial%20Statements) The audited financial statements for May 20 to December 31, 2021, show **$361,372** in total assets and a **$1,793 net loss**, with subsequent events including a **$306 million** trust account placement post-IPO Balance Sheet as of December 31, 2021 | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Deferred offering costs | 361,372 | | **Total Assets** | **361,372** | | **Liabilities & Stockholder's Equity** | | | Accrued expenses | 1,793 | | Accrued offering costs | 236,095 | | Promissory note - related party | 100,277 | | **Total Liabilities** | **338,165** | | **Total Stockholder's Equity** | **23,207** | Statement of Operations (May 20, 2021 - Dec 31, 2021) | Category | Amount ($) | | :--- | :--- | | Formation and operating costs | 1,793 | | **Net loss** | **(1,793)** | - Subsequent to the balance sheet date, the company consummated its IPO on January 19, 2022, generating gross proceeds of **$300 million**[469](index=469&type=chunk) - Following the IPO, **$306 million** from the net proceeds of the IPO and the sale of private placement warrants was placed in a trust account[472](index=472&type=chunk)