ATLANTIC COASTAL ACQUISITION CORP. II The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see the "Risk Factors" section for a discussion of the uncertainties, risks and assumptions associated with these statements.
Overview
We are a blank check company incorporated in
We have neither engaged in any operations nor generated any revenues to date.
Our entire activity since inception has been to prepare for our initial public
offering, which was consummated on
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from
For the year ended
Liquidity and Capital Resources
As of
On
Simultaneously with the closing of our initial public offering, we consummated
the sale of 13,850,000 Private Placement Warrants (the "Private Placement
Warrants") at a price of
Transaction costs amounted to
Following the closing of our initial public offering including the sale of
over-allotment units, an aggregate of
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable) to complete our initial Business Combination. We may withdraw interest from the Trust Account to pay franchise and income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, our sponsor has committed to provide us
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complete a Business Combination, we would repay such loaned amounts. In the
event that a Business Combination does not close, we may use a portion of the
working capital held outside the Trust Account to repay such loaned amounts but
no proceeds from our Trust Account would be used for such repayment. Up to
Through the target identification process, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
We do not believe we will need to raise additional funds, other than as noted above, in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Deferred Offering Costs
We comply with the requirements of the ASC 340-10-S99-1 and
As of
Series A Common Stock Subject to Possible Redemption
We account for our Series A common stock subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Series A common stock subject to
mandatory redemption is classified as a liability instrument and is measured at
fair value. Conditionally redeemable Series A common stock (including Series A
common stock that features redemption rights that is either within the control
of the holder or subject to redemption upon the occurrence of uncertain events
not solely within the Company's control) is classified as temporary equity. At
all other times, Series A common stock is classified as stockholders' equity.
Our Series A common stock features certain redemption rights that are considered
to be outside of our control and subject to occurrence of uncertain future
events. At
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Net Loss Per Share
Net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period, excluding shares
of common stock subject to forfeiture by the Sponsor. Weighted average shares
were reduced for the effect of an aggregate of 978,750 shares of Series B Common
Stock that are subject to forfeiture if the over-allotment option is not
exercised by the underwriters. At
Recent Accounting Standards
In
Management does not believe that any other recently issued accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
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