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Atlantic Coastal Acquisition Corp. II(ACABU)
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Atlantic Coastal Acquisition Corp. II(ACABU) - 2023 Q3 - Quarterly Report
2023-12-15 21:02
Financial Performance - The Company had a net loss of $44,630 for the three months ended September 30, 2023, primarily due to operating and formation costs of $315,247 and tax obligations of $127,646, partially offset by interest income of $468,307 from marketable securities [115]. - For the nine months ended September 30, 2023, the Company reported a net income of $2,828,701, driven by interest earned on marketable securities of $5,279,395, despite incurring operating costs of $1,273,146 and tax provisions of $1,093,646 [117]. Marketable Securities - As of September 30, 2023, the Company held marketable securities in the Trust Account amounting to $36,466,121, primarily invested in money market funds and U.S. Treasuries [126]. - The Company raised gross proceeds of $300,000,000 from its Initial Public Offering, with an additional $13,850,000 from the sale of Private Placement Warrants [119]. Transaction Costs - The Company incurred transaction costs of $17,204,107 related to the Initial Public Offering, including $5,760,000 in underwriting discounts and $10,500,000 in deferred underwriting fees [120]. Business Combination - The Company has until December 19, 2023, to complete a Business Combination, after which a mandatory liquidation will occur if not completed [135]. - The Company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [128]. - The Sponsor has committed to provide $1,750,000 to fund expenses related to identifying and evaluating target businesses [130]. - The Company extended the Business Combination period from October 19, 2023, to December 19, 2023, to allow more time for completion [132]. Cash and Operational Expenses - As of September 30, 2023, the Company had cash of $948,153 available for operational expenses and due diligence activities [129]. Accounting Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [144]. - The company is currently assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, on its financial position and results of operations [143]. Equity and Stock - Common stock subject to possible redemption is presented at redemption value as temporary equity outside of the stockholders' equity section [140]. - The company accounts for warrants as equity-classified instruments based on specific terms and applicable guidance, meeting criteria for equity classification [141]. - Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period [142].
Atlantic Coastal Acquisition Corp. II(ACABU) - 2023 Q2 - Quarterly Report
2023-08-22 20:54
Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $802,803, consisting of interest income from bank of $14,241 and interest earned on marketable securities of $1,526,546, offset by operating costs of $420,341 and income tax provision of $317,643 [103]. - For the six months ended June 30, 2023, the company achieved a net income of $2,873,331, with interest income from bank of $17,783 and interest earned on marketable securities of $4,811,088, after accounting for operating costs of $957,899 and income tax provision of $997,641 [105]. - The company incurred cash used in operating activities of $227,003 for the six months ended June 30, 2023, with net income affected by interest earned on marketable securities [112]. Marketable Securities and Cash Holdings - As of June 30, 2023, the company held marketable securities in the Trust Account amounting to $35,997,814, consisting of U.S. Treasury Bills with a maturity of 185 days or less [114]. - As of June 30, 2023, the company had cash of $2,227,712, with $363,903 classified as restricted cash for tax payments [116]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on January 19, 2022, raising gross proceeds of $300,000,000 from the sale of 30,000,000 Units, including an over-allotment option [107]. - Transaction costs related to the Initial Public Offering totaled $17,204,107, which included $5,760,000 in underwriting fees and $10,500,000 in deferred underwriting fees [108]. Business Combination and Future Plans - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies [115]. - The company has until October 19, 2023, to consummate a Business Combination, after which a mandatory liquidation and dissolution will occur if not completed [120]. Accounting Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [128]. - ASU 2020-06, effective for fiscal years beginning after December 15, 2023, simplifies accounting for convertible instruments and diluted earnings per share calculation [127]. - Management believes that no recently issued accounting standards will materially affect the condensed financial statements [129]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of June 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities [121].
Atlantic Coastal Acquisition Corp. II(ACABU) - 2023 Q1 - Quarterly Report
2023-05-22 20:15
Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $2,070,528, primarily from interest income on marketable securities held in the Trust Account, totaling $3,284,542[100]. - The company reported a net loss of $1,025,824 for the three months ended March 31, 2022, due to operating costs and unrealized losses on marketable securities[100]. Initial Public Offering - The company generated gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units, including the partial exercise of the underwriters' over-allotment option[101]. - The company incurred transaction costs of $17,204,107 related to the Initial Public Offering, including $5,760,000 in underwriting fees[101]. Trust Account and Marketable Securities - As of March 31, 2023, the company had marketable securities held in the Trust Account amounting to $313,074,997, consisting of U.S. Treasury Bills with a maturity of 185 days or less[102]. - Cash used in operating activities for the three months ended March 31, 2023, was $97,222, with net income affected by interest earned on marketable securities[102]. Business Combination and Liquidation - The company has until October 19, 2023, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[104]. - The company has committed $1,750,000 from its Sponsor to fund expenses related to identifying and selecting a target business[102]. Cash and Operational Expenses - As of March 31, 2023, the company had cash of $295,224 available for operational expenses and due diligence on prospective target businesses[102]. Accounting Standards - The Company adopted ASU 2016-13 on January 1, 2023, which requires financial assets to be presented at the net amount expected to be collected[114]. - The adoption of ASU 2016-13 did not have a material impact on the Company's financial statements[114]. - Management does not believe that any other recently issued accounting standards would have a material effect on the condensed financial statements[115]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements or long-term liabilities other than the deferred underwriting fee of $10,500,000, payable upon the completion of a Business Combination[105].
Atlantic Coastal Acquisition Corp. II(ACABU) - 2022 Q4 - Annual Report
2023-03-31 23:15
Company Structure and Operations - The company is a blank check company with no operating history or revenue, making it difficult to evaluate its ability to achieve its business objectives [130]. - The company may be deemed a "blank check" company under U.S. securities laws, exempt from certain investor protections due to having net tangible assets exceeding $5 million [156]. - The company has not yet identified any specific target business for its initial business combination, which limits the ability to evaluate potential risks and merits [181]. - The company has no current commitments to issue debt securities, but may incur substantial debt to complete the initial business combination, which could adversely affect its financial condition [216]. - The company is classified as an "emerging growth company," which allows it to take advantage of reduced disclosure requirements, potentially affecting the attractiveness of its securities to investors [289]. Financial Considerations - The trust account will initially contain $10.20 per share of Series A common stock, which may incentivize public stockholders to redeem their shares [140]. - As of March 15, 2023, approximately $312,468,148 remained available from the initial public offering proceeds to complete the initial business combination, including up to $10,500,000 for deferred underwriting commissions [217]. - The total funds available for the initial business combination, after deducting deferred underwriting commissions, amount to $295.5 million [271]. - The company generated gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 units, sold at a price of $10.00 per unit [307]. - The company incurred cash used in operating activities of $1,184,963 for the year ended December 31, 2022 [321]. Business Combination Risks - The company must complete its initial business combination within 15 months from the closing of its initial public offering, which may limit negotiation leverage with potential target businesses [144]. - If the company fails to complete its initial business combination within the required time period, it will redeem public shares and liquidate, ceasing all operations except for winding up [145]. - The requirement for target businesses to have a fair market value of at least 80% of the trust account may limit the number of potential acquisition targets [134]. - The company may face challenges in conducting due diligence on potential targets due to time constraints as it approaches its dissolution deadline [144]. - The company may face intense competition from private equity groups, venture capital funds, and other blank check companies in acquiring target businesses [240]. Shareholder Rights and Redemption - Public stockholders may not have the opportunity to vote on the proposed initial business combination, which could lead to a situation where a majority does not support the combination [135]. - Stockholders holding over 15% of the issued shares may lose the ability to redeem all such shares without prior written consent [159]. - If public stockholders exercise their redemption rights, it may limit the cash available for the initial business combination, potentially requiring the company to seek additional financing [232]. - If the initial business combination is not completed, public stockholders may only receive $10.20 per share or potentially less upon redemption [241]. Management and Conflicts of Interest - Founders and executive officers have agreed to vote in favor of the initial business combination, potentially influencing the outcome even if public stockholders oppose it [137]. - There may be conflicts of interest among key personnel regarding their compensation and the selection of target businesses [200]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in potential acquisition targets, which may lead to conflicts of interest [209]. - The economic interests of the management team and sponsor may not align with those of public stockholders, as they could profit from a business combination even if public shares lose value [270]. Market and Economic Conditions - The ongoing COVID-19 pandemic and geopolitical conflicts, such as the situation in Ukraine, may materially adversely affect the company's search for target businesses for initial business combinations [172]. - The company may face increased market volatility and decreased liquidity in financing due to COVID-19 and geopolitical risks, impacting its ability to raise equity and debt financing [175]. - The company may be subject to foreign ownership restrictions and CFIUS review due to its sponsor's ties with a non-U.S. person, which could limit potential business combinations [296]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing a business combination [245]. - The SEC has proposed rules that may increase costs and time needed to complete the initial business combination [251]. - The SEC's statements regarding the accounting treatment of warrants may impact the company's financial reporting and market perception [291]. Share Issuance and Dilution - The company may issue additional shares of Series A common stock or preferred stock to complete the initial business combination, potentially diluting existing stockholders [212]. - The nominal purchase price for founder shares was $25,000, resulting in an implied value of approximately $0.0035 per share, which may lead to significant dilution of public shares upon the initial business combination [270]. - The company may issue a substantial number of additional shares of common or preferred stock to complete the initial business combination, which could significantly dilute existing investors' equity interests [215]. Operational Challenges - The company may face challenges in negotiating and completing an initial business combination due to changes in the market for directors and officers liability insurance, which has become more expensive and less favorable [224]. - The company may pursue a business combination with a private company, which typically has limited public information available, increasing the risk of acquiring a less profitable entity [227]. - The company may face substantial delays and increased transaction costs if required to undergo a CFIUS review prior to or after its initial business combination [297].
Atlantic Coastal Acquisition Corp. II(ACABU) - 2022 Q2 - Quarterly Report
2022-08-10 22:58
Financial Performance - The company reported a net loss of $196,919 for the three months ended June 30, 2022, primarily due to operating and formation costs of $434,432 and a loss on marketable securities of $3,928[123]. - For the six months ended June 30, 2022, the net loss was $1,222,743, which included operating and formation costs of $927,969 and an unrealized loss on marketable securities of $43,916[124]. - Cash used in operating activities for the six months ended June 30, 2022, was $962,865, influenced by various expenses including compensation of $362,500[131]. Initial Public Offering - The company raised gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units at $10.00 per Unit, along with an additional $13,850,000 from the sale of Private Placement Warrants[126]. - Total costs related to the Initial Public Offering amounted to $17,204,107, including $5,760,000 in underwriting fees[127]. Trust Account and Business Combination - As of June 30, 2022, the company held marketable securities in the Trust Account valued at $306,074,047, consisting of U.S. Treasury Bills[132]. - The company has committed to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[133]. - The company has until April 19, 2023, to consummate a Business Combination, or it will face mandatory liquidation[138]. Liabilities and Commitments - The company has no off-balance sheet arrangements or long-term liabilities as of June 30, 2022[139]. - The company intends to utilize $1,750,000 from its Sponsor to fund expenses related to identifying and evaluating target businesses[135]. Accounting Standards - ASU 2020-06 simplifies accounting for convertible instruments and is effective for fiscal years beginning after December 15, 2023[148]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[148]. - Management believes that no other recently issued accounting standards will have a material effect on the condensed financial statements[149].
Atlantic Coastal Acquisition Corp. II(ACABU) - 2022 Q1 - Quarterly Report
2022-05-20 21:19
Financial Performance - The company reported a net loss of $1,025,824 for the three months ended March 31, 2022, which includes operating and formation costs of $493,537 and an unrealized loss on marketable securities of $291,686 [113]. - The company incurred transaction costs of $17,204,107 related to the Initial Public Offering, which includes $5,760,000 in underwriting fees [115]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [112]. Initial Public Offering - The company raised gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units, including the partial exercise of the underwriters' over-allotment option [114]. - Total funds placed in the Trust Account amounted to $306,000,000 after the Initial Public Offering and the sale of Private Placement Warrants [117]. Trust Account and Use of Funds - As of March 31, 2022, the company held marketable securities in the Trust Account valued at $305,830,205, consisting of U.S. Treasury Bills [119]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [120]. Business Combination and Commitments - The company has a commitment from its Sponsor to provide $1,750,000 for expenses related to identifying and evaluating target businesses [122]. - The company has until April 19, 2023, to consummate a Business Combination, or it will face mandatory liquidation [125]. Liabilities and Arrangements - The company has no off-balance sheet arrangements or long-term liabilities as of March 31, 2022 [126].
Atlantic Coastal Acquisition Corp. II(ACABU) - 2021 Q4 - Annual Report
2022-03-24 23:24
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)