2022 Q4 Form 10-K Financial Statement
#000119312523088454 Filed on April 03, 2023
Income Statement
Concept | 2022 Q4 | 2022 |
---|---|---|
Revenue | $0.00 | $0.00 |
YoY Change | ||
Cost Of Revenue | ||
YoY Change | ||
Gross Profit | ||
YoY Change | ||
Gross Profit Margin | ||
Selling, General & Admin | ||
YoY Change | ||
% of Gross Profit | ||
Research & Development | ||
YoY Change | ||
% of Gross Profit | ||
Depreciation & Amortization | ||
YoY Change | ||
% of Gross Profit | ||
Operating Expenses | $588.7K | $2.050M |
YoY Change | 114448.04% | |
Operating Profit | -$2.050M | |
YoY Change | ||
Interest Expense | $2.576M | $4.124M |
YoY Change | ||
% of Operating Profit | ||
Other Income/Expense, Net | $0.00 | $3.761M |
YoY Change | ||
Pretax Income | $1.988M | $1.711M |
YoY Change | -95681.51% | |
Income Tax | $530.5K | $824.0K |
% Of Pretax Income | 26.69% | 48.16% |
Net Earnings | $1.457M | $886.9K |
YoY Change | -49648.49% | |
Net Earnings / Revenue | ||
Basic Earnings Per Share | ||
Diluted Earnings Per Share | $0.04 | $0.02 |
COMMON SHARES | ||
Basic Shares Outstanding | ||
Diluted Shares Outstanding |
Balance Sheet
Concept | 2022 Q4 | 2022 |
---|---|---|
SHORT-TERM ASSETS | ||
Cash & Short-Term Investments | $392.5K | $392.5K |
YoY Change | ||
Cash & Equivalents | $392.4K | |
Short-Term Investments | ||
Other Short-Term Assets | $377.8K | $377.8K |
YoY Change | ||
Inventory | ||
Prepaid Expenses | $377.8K | |
Receivables | ||
Other Receivables | ||
Total Short-Term Assets | $770.2K | $770.2K |
YoY Change | ||
LONG-TERM ASSETS | ||
Property, Plant & Equipment | ||
YoY Change | ||
Goodwill | ||
YoY Change | ||
Intangibles | ||
YoY Change | ||
Long-Term Investments | $309.8M | $309.8M |
YoY Change | ||
Other Assets | $0.00 | $0.00 |
YoY Change | -100.0% | |
Total Long-Term Assets | $309.8M | $309.8M |
YoY Change | ||
TOTAL ASSETS | ||
Total Short-Term Assets | $770.2K | $770.2K |
Total Long-Term Assets | $309.8M | $309.8M |
Total Assets | $310.6M | $310.6M |
YoY Change | 85839.33% | 85839.81% |
SHORT-TERM LIABILITIES | ||
YoY Change | ||
Accounts Payable | ||
YoY Change | ||
Accrued Expenses | $1.243M | $1.318M |
YoY Change | 69234.75% | 454.11% |
Deferred Revenue | ||
YoY Change | ||
Short-Term Debt | $0.00 | $0.00 |
YoY Change | -100.0% | |
Long-Term Debt Due | ||
YoY Change | ||
Total Short-Term Liabilities | $2.142M | $2.142M |
YoY Change | 533.47% | 533.46% |
LONG-TERM LIABILITIES | ||
Long-Term Debt | $0.00 | $0.00 |
YoY Change | ||
Other Long-Term Liabilities | $10.50M | $10.50M |
YoY Change | ||
Total Long-Term Liabilities | $10.50M | $10.50M |
YoY Change | ||
TOTAL LIABILITIES | ||
Total Short-Term Liabilities | $2.142M | $2.142M |
Total Long-Term Liabilities | $10.50M | $10.50M |
Total Liabilities | $12.64M | $12.64M |
YoY Change | 3638.46% | 3638.4% |
SHAREHOLDERS EQUITY | ||
Retained Earnings | -$11.18M | |
YoY Change | 623445.01% | |
Common Stock | ||
YoY Change | ||
Preferred Stock | ||
YoY Change | ||
Treasury Stock (at cost) | ||
YoY Change | ||
Treasury Stock Shares | ||
Shareholders Equity | -$11.18M | $297.9M |
YoY Change | ||
Total Liabilities & Shareholders Equity | $310.6M | $310.6M |
YoY Change | 85839.33% | 85839.81% |
Cashflow Statement
Concept | 2022 Q4 | 2022 |
---|---|---|
OPERATING ACTIVITIES | ||
Net Income | $1.457M | $886.9K |
YoY Change | -49648.49% | |
Depreciation, Depletion And Amortization | ||
YoY Change | ||
Cash From Operating Activities | -$128.1K | -$1.185M |
YoY Change | ||
INVESTING ACTIVITIES | ||
Capital Expenditures | ||
YoY Change | ||
Acquisitions | ||
YoY Change | ||
Other Investing Activities | $331.5K | -$305.7M |
YoY Change | ||
Cash From Investing Activities | $331.5K | -$305.7M |
YoY Change | ||
FINANCING ACTIVITIES | ||
Cash Dividend Paid | ||
YoY Change | ||
Common Stock Issuance & Retirement, Net | ||
YoY Change | ||
Debt Paid & Issued, Net | ||
YoY Change | ||
Cash From Financing Activities | 0.000 | 307.2M |
YoY Change | ||
NET CHANGE | ||
Cash From Operating Activities | -128.1K | -1.185M |
Cash From Investing Activities | 331.5K | -305.7M |
Cash From Financing Activities | 0.000 | 307.2M |
Net Change In Cash | 203.4K | 392.4K |
YoY Change | ||
FREE CASH FLOW | ||
Cash From Operating Activities | -$128.1K | -$1.185M |
Capital Expenditures | ||
Free Cash Flow | ||
YoY Change |
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NatureOfOperations
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<div id="fin465046_6" style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="background-color: rgb(255, 255, 255); letter-spacing: 0px; top: 0px;;display:inline;">NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS </div></div></div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="background: none;;font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px; background: none; text-decoration: none;;display:inline;"> </div></div></div><div style="font-weight:bold;display:inline;"> </div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Atlantic Coastal Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022, the Company had not yet commenced any operations. All activity for the period May 20, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-operating</div> income in the form of interest income from the proceeds derived from the Initial Public Offering. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Series A common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of its over-allotment option in the amount of 3,900,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), generating gross proceeds of $13,850,000, which is described in Note 4. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Transaction costs amounted to $17,204,107, consisting of $5,760,000 of underwriting fees (net of $240,000 reimbursed by the underwriters), $10,500,000 of deferred underwriting fees, and $944,107 of other offering costs. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Following the closing of the Initial Public Offering on January 19, 2022, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Rule 2a-7 of</div> the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">pre-initial</div> business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will have until 15 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><span style="-sec-ix-hidden:hidden73343805">ten</span></div></div> business days thereafter, redeem the Public Shares, at <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a per-share</div> price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: "Times New Roman";"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Going Concern </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022, the Company had $392,446 in its operating bank accounts and a working capital deficit of $679,412. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition 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. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;">In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">205-40</div> “Presentation of Financial Statements—Going Concern,” the Company has until April 19, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before April 19, 2023, it is uncertain that the Company will be able to consummate a Business Combination by this time. Management has determined that the liquidity condition, coupled with the mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to April 19, 2023, however it is uncertain that the Company will be able to consummate a Business Combination or obtain an extension by this time. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 19, 2023. </div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: "Times New Roman";"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Risks and Uncertainties </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Management continues to evaluate the impact of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">COVID-19</div> pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact, if any, on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: "Times New Roman";"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Inflation Reduction Act of 2022 </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly-traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and impact the Company’s ability to complete a Business Combination. </div> | |
CY2022Q1 | acab |
Gross Proceeds From Initial Public Offer
GrossProceedsFromInitialPublicOffer
|
300000000 | |
CY2022Q1 | acab |
Transaction Costs Of Issuance
TransactionCostsOfIssuance
|
17204107 | |
CY2022Q1 | acab |
Underwriting Fees Net Of Reimbursement By Underwriters
UnderwritingFeesNetOfReimbursementByUnderwriters
|
5760000 | |
CY2022Q1 | acab |
Reimbursement By Underwriters
ReimbursementByUnderwriters
|
240000 | |
CY2022Q4 | acab |
Deferred Underwriting Commission Non Current
DeferredUnderwritingCommissionNonCurrent
|
10500000 | |
CY2022Q1 | acab |
Other Offering Costs
OtherOfferingCosts
|
944107 | |
CY2022Q1 | us-gaap |
Payments To Acquire Restricted Investments
PaymentsToAcquireRestrictedInvestments
|
306000000 | |
CY2022Q1 | acab |
Per Share Payment Made To Acquire Restricted Investments
PerSharePaymentMadeToAcquireRestrictedInvestments
|
0.102 | |
CY2022Q1 | acab |
Term Of Restricted Investments
TermOfRestrictedInvestments
|
P185D | |
CY2022Q1 | acab |
Percentage Of Net Assets In The Trust Account For Which The Business Combination Shall Be Effected
PercentageOfNetAssetsInTheTrustAccountForWhichTheBusinessCombinationShallBeEffected
|
0.80 | |
CY2022Q1 | us-gaap |
Temporary Equity Redemption Price Per Share
TemporaryEquityRedemptionPricePerShare
|
10.2 | |
CY2022Q4 | acab |
Minimum Net Worth Needed To Consummate Business Combination
MinimumNetWorthNeededToConsummateBusinessCombination
|
5000001 | |
CY2022Q4 | acab |
Percentage Of Shares That Can Be Transferred Without Any Restriction
PercentageOfSharesThatCanBeTransferredWithoutAnyRestriction
|
0.15 | |
CY2022Q4 | acab |
Percentage Of Shares Redeemable In Case Business Combination Is Not Consummated
PercentageOfSharesRedeemableInCaseBusinessCombinationIsNotConsummated
|
1 | |
CY2022 | acab |
Time Limit Within Which Business Combination Shall Be Consummated From The Date Of Initial Public Offering
TimeLimitWithinWhichBusinessCombinationShallBeConsummatedFromTheDateOfInitialPublicOffering
|
P15M | |
CY2022Q4 | us-gaap |
Liquidation Basis Of Accounting Accrued Costs To Dispose Of Assets And Liabilities
LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities
|
100000 | |
CY2022Q1 | acab |
Per Share Amount Available For Distribution
PerShareAmountAvailableForDistribution
|
10 | |
CY2022Q4 | acab |
Per Share Amount To Be Maintained In The Trust Account For Distribution
PerShareAmountToBeMaintainedInTheTrustAccountForDistribution
|
10.2 | |
CY2022Q4 | us-gaap |
Cash
Cash
|
392446 | |
CY2022Q4 | acab |
Working Capital Loan
WorkingCapitalLoan
|
679412 | |
CY2022Q3 | acab |
Percentage Of Federal Excise Tax On Stock Buy Back
PercentageOfFederalExciseTaxOnStockBuyBack
|
0.01 | |
CY2022Q3 | acab |
Effective Date For Levy Of Federal Excise Tax On Stock Buy Back
EffectiveDateForLevyOfFederalExciseTaxOnStockBuyBack
|
2023-01-01 | |
CY2022 | acab |
Common Stock Issuance Costs
CommonStockIssuanceCosts
|
-16699058 | |
CY2022 | us-gaap |
Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
|
33896988 | |
CY2022Q4 | us-gaap |
Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
|
309097930 | |
CY2022 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: "Times New Roman";"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Use of Estimates </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. </div> | |
CY2021Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2022Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2022Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
392446 | |
CY2021Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
0 | |
CY2022 | us-gaap |
Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
|
0 | |
CY2022Q1 | acab |
Offering Costs
OfferingCosts
|
17204107 | |
CY2022Q1 | acab |
Offering Costs Allocated In Temporary Equity
OfferingCostsAllocatedInTemporaryEquity
|
16699058 | |
CY2022Q1 | acab |
Offering Costs Allocated In Shareholders Equity
OfferingCostsAllocatedInShareholdersEquity
|
505049 | |
CY2022Q4 | us-gaap |
Deferred Offering Costs
DeferredOfferingCosts
|
0 | |
CY2021Q4 | us-gaap |
Deferred Offering Costs
DeferredOfferingCosts
|
361372 | |
CY2022 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: "Times New Roman";"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Concentration of Credit Risk </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. </div> | |
CY2022Q4 | us-gaap |
Cash Fdic Insured Amount
CashFDICInsuredAmount
|
250000 | |
CY2022Q4 | us-gaap |
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights
|
28850000 | |
CY2022 | acab |
Disclosure Of Initial Public Offering
DisclosureOfInitialPublicOffering
|
<div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: "Times New Roman";;text-indent: 0px;"><div style="font-weight:bold;display:inline;">NOTE 3 — INITIAL PUBLIC OFFERING </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which include the partial exercise by the underwriters of their over-allotment option in the amount of 3,900,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Series A common stock and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-half</div> of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Series A common stock at an exercise price of $11.50 per whole share (see Note 7). </div> | |
CY2022Q4 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
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10 | |
CY2022 | acab |
Disclosure Of Private Placement
DisclosureOfPrivatePlacement
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<div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: "Times New Roman";"><div style="font-weight:bold;display:inline;">NOTE 4 — PRIVATE PLACEMENT </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 13,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $13,850,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Series A common stock at a price of $11.50 per share, subject to adjustments (see Note 7). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. </div> | |
CY2022 | acab |
Underwriting Discount Per Share
UnderwritingDiscountPerShare
|
0.2 | |
CY2022 | acab |
Payment Of Underwriting Discount
PaymentOfUnderwritingDiscount
|
6000000 | |
CY2022Q4 | acab |
Deferred Underwriting Discount Per Share
DeferredUnderwritingDiscountPerShare
|
0.35 | |
CY2022Q4 | us-gaap |
Deferred Compensation Liability Classified Noncurrent
DeferredCompensationLiabilityClassifiedNoncurrent
|
10500000 | |
CY2022Q1 | acab |
Percentage Of Advisory Service Fee
PercentageOfAdvisoryServiceFee
|
0.08 | |
CY2022Q1 | acab |
Advisory Service Fee
AdvisoryServiceFee
|
240000 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2021Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2021Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
0 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
0 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2022 | acab |
Number Of Days After Consummation Of Business Combination With In Which The Securities Shall Be Registered
NumberOfDaysAfterConsummationOfBusinessCombinationWithInWhichTheSecuritiesShallBeRegistered
|
P20D | |
CY2022 | acab |
Number Of Days After Which Business Combination With In Which Securities Registration Shall Be Effective
NumberOfDaysAfterWhichBusinessCombinationWithInWhichSecuritiesRegistrationShallBeEffective
|
P60D | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Operating Loss Carryforwards
DeferredTaxAssetsOperatingLossCarryforwards
|
0 | |
CY2021Q4 | us-gaap |
Deferred Tax Assets Operating Loss Carryforwards
DeferredTaxAssetsOperatingLossCarryforwards
|
0 | |
CY2022Q4 | acab |
Deferred Tax Assets Capitalized Start Up And Organization Costs
DeferredTaxAssetsCapitalizedStartUpAndOrganizationCosts
|
388575 | |
CY2021Q4 | acab |
Deferred Tax Assets Capitalized Start Up And Organization Costs
DeferredTaxAssetsCapitalizedStartUpAndOrganizationCosts
|
0 | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Gross
DeferredTaxAssetsGross
|
388575 | |
CY2021Q4 | us-gaap |
Deferred Tax Assets Gross
DeferredTaxAssetsGross
|
0 | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
388575 | |
CY2021Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
0 | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
0 | |
CY2021Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
0 | |
CY2022 | us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
823991 | |
us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
-388575 | |
us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
0 | |
us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
0 | |
us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
-388575 | |
CY2022 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
823991 | |
us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
0 | ||
CY2022 | us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
-388575 | |
us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
0 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | |
us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation State And Local Income Taxes
EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
|
0 | |
us-gaap |
Effective Income Tax Rate Reconciliation State And Local Income Taxes
EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
|
0 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Nondeductible Expense Meals And Entertainment
EffectiveIncomeTaxRateReconciliationNondeductibleExpenseMealsAndEntertainment
|
0.0445 | |
us-gaap |
Effective Income Tax Rate Reconciliation Nondeductible Expense Meals And Entertainment
EffectiveIncomeTaxRateReconciliationNondeductibleExpenseMealsAndEntertainment
|
0 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
0.2271 | |
us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
0 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.4816 | |
us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0 |