Atlantic stal Acquisition II(ACAB) - 2022 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Interim Financial Statements For Q1 2022, Atlantic Coastal Acquisition Corp. II reported a $1.03 million net loss, with $306.9 million in assets and a $9.99 million stockholders' deficit Condensed Balance Sheet Summary (as of March 31, 2022 vs. December 31, 2021) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Total Assets | $306.9 million | $361,372 | | Cash | $330,569 | $0 | | Marketable securities held in Trust Account | $305.8 million | $0 | | Total Liabilities | $10.9 million | $338,165 | | Deferred underwriting fee payable | $10.5 million | $0 | | Total Stockholders' (Deficit) Equity | ($9.99 million) | $23,207 | | Series A common stock subject to possible redemption | $306 million | $0 | Statement of Operations for the Three Months Ended March 31, 2022 (Unaudited) | Metric | Amount | | :--- | :--- | | Loss from operations | ($493,537) | | Interest earned on marketable securities held in Trust Account | $121,891 | | Unrealized loss on marketable securities held in Trust Account | ($291,686) | | Compensation expense | ($362,500) | | Net loss | ($1.03 million) | | Basic and diluted loss per share, Series A & B | ($0.03) | - For the three months ended March 31, 2022, stockholders' equity decreased from $23,207 to a deficit of ($9.99 million). This was primarily driven by the remeasurement of Series A common stock to its redemption value, which resulted in a charge of $30.8 million against additional paid-in capital and accumulated deficit, and the net loss of $1.03 million for the period[8] Cash Flow Summary for the Three Months Ended March 31, 2022 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($927,324) | | Net cash used in investing activities | ($306 million) | | Net cash provided by financing activities | $307.3 million | | Net Change in Cash | $330,569 | - Financing activities were driven by $294.2 million in net proceeds from the sale of Units and $13.9 million from the sale of Private Placement Warrants. Investing activities consisted entirely of placing $306.0 million into the Trust Account[10] - The company is a blank check company formed to effectuate a Business Combination and has until April 19, 2023 (15 months from its IPO closing) to do so, raising substantial doubt about its ability to continue as a going concern[11][15][17] - On January 19, 2022, the company consummated its Initial Public Offering (IPO) of 30 million units at $10.00 per unit, generating gross proceeds of $300 million. Simultaneously, it sold 13.85 million Private Placement Warrants for $13.85 million[11] - Following the IPO, $306 million ($10.20 per Unit) was placed in a Trust Account. Transaction costs totaled $17.2 million, including $10.5 million in deferred underwriting fees payable upon completion of a Business Combination[11][43] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's blank check status, $1.03 million net loss for Q1 2022, liquidity from $306 million in trust, and going concern doubts due to the business combination deadline - The company is a blank check company targeting a business combination in the financial services industry and related sectors, including mobility[65] Results of Operations for the Three Months Ended March 31, 2022 | Item | Amount | | :--- | :--- | | Net Loss | $1.03 million | | Operating and formation costs | $493,537 | | Unrealized loss on marketable securities | $291,686 | | Compensation expense | $362,500 | | Interest income | $121,899 | - As of March 31, 2022, the company had $330,569 in cash for working capital and $305.8 million in marketable securities held in the Trust Account. The Sponsor has committed up to $1.75 million in working capital loans if needed[68] - Management has determined that the mandatory liquidation if a Business Combination is not consummated by April 19, 2023, raises substantial doubt about the company's ability to continue as a going concern[69] Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk Disclosure regarding market risk is not required as the company qualifies as a smaller reporting company - Disclosure regarding market risk is not required as the company qualifies as a smaller reporting company[79] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2022, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[81] - There were no material changes to the company's internal control over financial reporting during the first quarter of 2022[82] Part II. Other Information Item 1. Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report[83] Item 1A. Risk Factors There are no material changes from the risk factors disclosed in the company's most recent Form 10-K - There are no material changes from the risk factors disclosed in the company's most recent Form 10-K[83] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the issuance of 7.5 million Founder Shares and 13.85 million private placement warrants, and the use of $306 million IPO proceeds placed into a Trust Account - The company issued 7.5 million shares of Series B common stock (Founder Shares) to its Sponsor and Initial Stockholders in a transaction exempt from registration under Section 4(a)(2) of the Securities Act[84] - Simultaneously with the IPO, the company sold 13.85 million private placement warrants to the Sponsor at $1.00 per warrant, generating gross proceeds of $13.85 million[84] - From the IPO and private placement, $306 million was placed in the Trust Account. Total transaction costs were $17.2 million[84] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None reported[85] Item 4. Mine Safety Disclosures The company reports no mine safety disclosures - None reported[85] Item 5. Other Information The company reports no other information - None reported[87] Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including corporate governance documents, IPO agreements, and officer certifications - A list of exhibits filed with the Form 10-Q is provided, including corporate governance documents, agreements related to the IPO, and officer certifications[88]