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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atlantic Coastal Acquisition Corporation II | NASDAQ:ACABU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.00 | 10.45 | 12.65 | 1 | 21:00:02 |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
85-1013956 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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 stock at an exercise price of $11.50 |
ACABW |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page |
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20 | ||||
20 | ||||
21 |
(1) | Includes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On January 13, 2022, the Company effectuated a 1.044-for-1 per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares are no longer subject to forfeiture since then and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 7). |
Operation and formation costs |
$ |
493,537 | ||
|
|
|||
Loss from operations |
(493,537 |
) | ||
|
|
|
|
|
Other income (expense): |
||||
Interest income – bank |
8 | |||
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 | ) | ||
|
|
|||
Total other expense, net |
(532,287 | ) | ||
|
|
|||
Net loss |
$ |
(1,025,824 |
) | |
|
|
|||
Weighted average shares outstanding of Series A common stock |
23,666,667 | |||
|
|
|||
Basic and diluted loss per share, Series A common stock |
$ |
(0.03 |
) | |
|
|
|||
Weighted average shares outstanding of Series B common stock |
7,294,167 | |||
|
|
|||
Basic and diluted net loss per share, Series B common stock |
$ |
(0.03 |
) | |
|
|
Series A Common Stock |
Series B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
Balance — December 31, 2021 |
— |
$ |
— |
7,503,750 |
$ |
750 |
$ |
24,250 |
$ |
(1,793 |
) |
$ |
23,207 |
|||||||||||||||
Sale of 13,850,000 Private Placement Warrants |
— | — | — | — | 13,850,000 | — | 13,850,000 | |||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | (3,750 | ) | — | — | — | — | ||||||||||||||||||||
Compensation Expense – Fair value of assigned founder shares to Apeiron |
— | — | — | — | 362,500 | — | 362,500 | |||||||||||||||||||||
Fair value of Public Warrants at issuance |
— | — | — | — | 8,100,000 | — | 8,100,000 | |||||||||||||||||||||
Allocated value of transaction costs to Series A common stock |
— | — | — | — | (505,049 | ) | — | (505,049 | ) | |||||||||||||||||||
Remeasurement of Series A common stock to redemption amount |
— | — | — | — | (21,831,701 | ) | (8,967,357 | ) | (30,799,058 | ) | ||||||||||||||||||
Net loss |
— | — | — | — | — | (1,025,824 | ) | (1,025,824 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2022 |
— | $ | — | 7,500,000 | $ | 750 | $ | — | $ | (9,994,974 | ) | $ | (9,994,224 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | (1,025,824 | ) | |
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
(121,891 | ) | ||
Unrealized loss on marketable securities held in Trust Account |
291,686 | |||
Compensation expense due to advisor |
362,500 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(735,039 | ) | ||
Accrued expenses |
301,244 | |||
Net cash used in operating activities |
(927,324 |
) | ||
Cash Flows from Investing Activities: |
||||
Investment of cash into Trust Account |
$ | (306,000,000 | ) | |
Net cash used in investing activities |
(306,000,000 |
) | ||
Cash Flows from Financing Activities |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
$ | 294,240,000 | ||
Proceeds from sale of Private Placement Warrants |
13,850,000 | |||
Proceeds from promissory note – related party |
49,262 | |||
Repayment of promissory note – related party |
(149,539 | ) | ||
Payment of offering costs |
(731,830 | ) | ||
Net cash provided by financing activities |
$ |
307,257,893 |
||
Net Change in Cash |
330,569 |
|||
Cash – Beginning of period |
— | |||
Cash – End of period |
$ |
330,569 |
||
Non-Cash investing and financing activities: |
||||
Offering costs included in accrued offering costs |
$ | 717,219 | ||
Initial classification of Series A common stock subject to possible redemption |
$ | 306,000,000 | ||
Deferred underwriting fee payable |
$ | 10,500,000 | ||
Gross proceeds |
$ | 300,000,000 | ||||||
Less: |
||||||||
Proceeds allocated to Public Warrants |
(8,100,000 ) | |||||||
Series A common stock issuance costs |
(16,699,058 ) | |||||||
Plus: |
||||||||
Remeasurement of carrying value to redemption value |
30,799,058 | |||||||
|
|
|||||||
Series A common stock subject to possible redemption, March 31, 2022 |
$ | 306,000,000 | ||||||
|
|
Three Months Ended March 31, 2022 |
||||||||
Series A |
Series B |
|||||||
Basic and diluted net loss per common stock |
||||||||
Numerator: |
||||||||
Allocation of net loss, as adjusted |
$ | (784,147 | ) | $ | (241,677 | ) | ||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
23,666,667 | 7,294,167 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per common stock |
$ | (0.03 | ) | $ | (0.03 | ) | ||
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and |
• | if, and only if, the reported last sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |||
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
March 31, 2022 |
||||||||
Level |
Amount |
|||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ | 305,830,205 |
* | Filed herewith. |
ATLANTIC COASTAL ACQUISITION CORP. II | ||||
Date: May 20, 2022 | By: | /s/ Shahraab Ahmad | ||
Name: | Shahraab Ahmad | |||
Title: | Chief Executive Officer | |||
(Principal Executive Officer) | ||||
Date: May 20, 2022 | By: | /s/ Jason Chryssicas | ||
Name: | Jason Chryssicas | |||
Title: | Chief Financial Officer | |||
(Principal Financial and Accounting Officer) |
1 Year Atlantic Coastal Acquisi... Chart |
1 Month Atlantic Coastal Acquisi... Chart |
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