| Delaware | | | 6770 | | | 85-4178663 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) | |
| Davina K. Kaile Gabriella A. Lombardi Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, CA 94304 (650) 233-4500 | | | Stephen C. Ashley Pillsbury Winthrop Shaw Pittman LLP 31 W. 52nd Street New York, NY 10019 (212) 858-1000 | | | Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
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Title of Each Class of Securities to be Registered | | | | Amount being Registered(1) | | | | Proposed Maximum Offering Price Per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | | | | Amount being Registered(1) | | | | Proposed Maximum Offering Price Per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | ||||||||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (2) | | | | 34,500,000 Units | | | | | $ | 10.00 | | | | | | $ | 345,000,000 | | | | | | $ | 37,640 | | | ||||||||||||||||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (2) | | | | 34,500,000 Units | | | | | $ | 10.00 | | | | | | $ | 345,000,000 | | | | | | $ | 37,640 | | | ||||||||||||||||||||||||||
Shares of Class A common stock included as part of the units(3) | | | | 34,500,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 34,500,000 Shares | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3) | | | | 17,250,000 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | | | | | 11,500,000 Warrants | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total | | | | | | | | | | | | | | | | $ | 345,000,000 | | | | | | $ | 37,640 | | | | | | | | | | | | | | | | | | $ | 345,000,000 | | | | | | $ | 37,640(5) | | |
| PRELIMINARY PROSPECTUS | | | Subject to Completion, Dated February | |
| | | Per Unit | | | Total | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 300,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 16,500,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 283,500,000 | | |
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| | | | | F-1 | | |
| | | December 31, 2020 | | |||||||||
| | | Actual | | | As Adjusted | | ||||||
Balance Sheet Data: | | | | ||||||||||
Working capital (deficit) | | | | $ | (356,050) | | | | | $ | 290,524,000(1) | | |
Total assets | | | | $ | 380,050 | | | | | $ | 301,024,000(1) | | |
Total liabilities | | | | $ | 356,050 | | | | | $ | 10,500,000 | | |
Value of shares of common stock which may be redeemed for cash | | | | $ | — | | | | | $ | 285,523,990(2) | | |
Stockholders’ equity | | | | $ | 24,000 | | | | | $ | 5,000,010 | | |
| | Without Over-Allotment Option | | Over-Allotment Option Exercised | | | Without Over-Allotment Option | | Over-Allotment Option Exercised | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Offering(1) | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | ||||
Private Placement | | | | 8,200,000 | | | | | 9,100,000 | | | | | | 8,200,000 | | | | | 9,100,000 | | | ||||
Total gross proceeds | | | $ | 308,200,000 | | | | $ | 354,100,000 | | | | | $ | 308,200,000 | | | | $ | 354,100,000 | | | ||||
Estimated Offering expenses(2) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting discount (2.0% of gross proceeds from units offered to public, excluding deferred portion) (3) | | | $ | 6,000,000 | | | | $ | 6,900,000 | | | | | $ | 6,000,000 | | | | $ | 6,900,000 | | | ||||
Legal fees and expenses | | | | 375,000 | | | | | 375,000 | | | | | | 375,000 | | | | | 375,000 | | | ||||
Nasdaq listing fees | | | | 75,000 | | | | | 75,000 | | | | | | 75,000 | | | | | 75,000 | | | ||||
Printing and engraving expenses | | | | 40,000 | | | | | 40,000 | | | | | | 40,000 | | | | | 40,000 | | | ||||
Accounting fees and expenses | | | | 60,000 | | | | | 60,000 | | | | | | 60,000 | | | | | 60,000 | | | ||||
FINRA filing fee | | | | 52,250 | | | | | 52,250 | | | | | | 52,250 | | | | | 52,250 | | | ||||
D&O insurance | | | | 450,000 | | | | | 450,000 | | | | | | 450,000 | | | | | 450,000 | | | ||||
SEC registration fee | | | | 37,640 | | | | | 37,640 | | | | | | 37,640 | | | | | 37,640 | | | ||||
Miscellaneous expenses | | | | 110,110 | | | | | 110,110 | | | | | | 110,110 | | | | | 110,110 | | | ||||
Total offering expenses (excluding underwriting discount) | | | $ | 1,200,000 | | | | $ | 1,200,000 | | | | | $ | 1,200,000 | | | | $ | 1,200,000 | | | ||||
Net proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Held in the trust account | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | | | $ | 300,000,000 | | | | $ | 345,000,000 | | | ||||
Not held in the trust account | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | ||||
Use of net proceeds not held in the trust account | | Amount | | % Total | | | Amount | | % Total | | ||||||||||||||||
Legal, accounting and other third-party expenses attendant to the search for target businesses and to the structuring of our initial business combination | | | $ | 350,000 | | | | | 35.0% | | | | | $ | 350,000 | | | | | 35.0% | | | ||||
Due diligence of target by founders, officers, directors | | | | 350,000 | | | | | 35.0% | | | | | | 350,000 | | | | | 35.0% | | | ||||
Legal and accounting fees relating to SEC reporting obligations | | | | 120,000 | | | | | 12.0% | | | | | | 120,000 | | | | | 12.0% | | | ||||
Nasdaq continued listing fees | | | | 75,000 | | | | | 7.5% | | | | | | 75,000 | | | | | 7.5% | | | ||||
Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves | | | | 105,000 | | | | | 10.5% | | | | | | 105,000 | | | | | 10.5% | | | ||||
Total | | | $ | 1,000,000 | | | | | 100.0% | | | | | $ | 1,000,000 | | | | | 100.0% | | |
| Public offering price | | | | | | | | | | $ | 10.00 | | |
| Net tangible book value before this offering | | | | $ | (0.04) | | | | | | | | |
| Net increase attributable to public stockholders and private sales | | | | | 0.60 | | | | | | | | |
| Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | | | | | | | 0.56 | | |
| Dilution to public stockholders | | | | | | | | | | $ | 9.44 | | |
| Percentage of dilution to new investors | | | | | | | | | | | 94.4% | | |
| | | Shares Purchased | | | Total Consideration | | | Average Price per Share | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | % | | ||||||||||||||||||
Holders of founder shares | | | | | 7,500,000(1) | | | | | | 20% | | | | | $ | 25,000 | | | | | | 0.0001% | | | | | $ | 0.0033 | | |
Public stockholders | | | | | 30,000,000(2) | | | | | | 80% | | | | | | 300,000,000 | | | | | | 99.999% | | | | | $ | 10.00 | | |
Total | | | | | 37,500,000 | | | | | | 100% | | | | | $ | 300,025,000 | | | | | | 100% | | | | | | | | |
| Numerator: | | | | | | | |
| Net tangible book value before the offering | | | | $ | (356,050) | | |
| Proceeds from this offering and private placements of warrants, net of expenses(1) | | | | | 301,000,000 | | |
| Plus: Offering costs accrued for and paid in advance, excluded from net tangible book value before this offering | | | | | 380,050 | | |
| Less: deferred underwriters’ commissions payable | | | | | (10,500,000) | | |
| Less: amount of Class A common stock subject to redemption to maintain net tangible assets of $5,000,001(2) | | | | | (285,523,990) | | |
| | | | | $ | 5,000,010 | | |
| Denominator: | | | | | | | |
| Class B common stock outstanding prior to this offering(3) | | | | | 7,500,000 | | |
| Class A common stock included in the units offered | | | | | 30,000,000 | | |
| Less: shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | | (28,552,399) | | |
| | | | | | 8,947,601 | | |
| | | As of December 31, 2020 | | |||||||||
| | | Actual | | | As Adjusted | | ||||||
Note payable – related party(1) | | | | | 25,050 | | | | | | — | | |
Deferred underwriting commission | | | | | — | | | | | | 10,500,000 | | |
Class A common stock subject to possible redemption; 0 shares actual; 28,552,399 shares as adjusted(2) | | | | | — | | | | | | 285,523,990 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding | | | | | — | | | | | | — | | |
Class A common stock, par value $0.0001, 100,000,000 shares authorized, no shares issued and outstanding (actual); 100,000,000 shares authorized; 1,447,601 shares issued and outstanding (excluding 28,552,399 shares subject to redemption), (as adjusted) | | | | | — | | | | | | 145 | | |
Class B common stock, $0.0001 par value, 10,000,000 shares authorized (actual and as adjusted); 8,625,000 shares issued and outstanding (actual); 7,500,000 shares issued and outstanding (as adjusted)(3) | | | | | 863 | | | | | | 750 | | |
Additional paid-in capital(4) | | | | | 24,137 | | | | | | 5,000,115 | | |
Accumulated deficit | | | | | (1,000) | | | | | | (1,000) | | |
Total stockholder’s equity | | | | | 24,000 | | | | | | 5,000,010 | | |
Total capitalization | | | | $ | 49,050 | | | | | $ | 301,024,000 | | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $300.0 million of the net offering proceeds (or $345.0 million if the over-allotment option is exercised), which includes the $8,200,000 of the net proceeds from the sale of the private placement warrants (or $9,100,000 if the over-allotment option is exercised), will be deposited into a trust account in the United States in New York, New York, maintained by Continental Stock Transfer & Trust Company acting as trustee. | | | $255.2 million of the net offering proceeds (or $293.4 million if the over-allotment option is exercised would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds | | | $300.0 million of the net offering proceeds (or $345.0 million if the over-allotment option is exercised), held in trust will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by any taxes paid or payable and up to $100,000 payable for dissolution expenses. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of a business combination. | |
Limitation on fair value or net assets of target business | | | Our initial business combination must be with one or more target businesses or assets that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable on interest | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | earned) at the time of the agreement to enter into such initial business combination. | | | | |
Trading of securities issued | | | The units may commence trading on or promptly after the date of this prospectus. The public shares and public warrants may begin trading separately on the 52nd day after the date of this prospectus unless BTIG informs us of its decision to allow earlier separate trading, provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering, such Form 8-K to be amended or supplemented with updated financial information in the event the over-allotment option is exercised or if BTIG permits separate trading prior to the 52nd day after the date of this prospectus and we have issued a press release announcing when separate trading will begin. | | | No trading of the units or the underlying public shares or warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering and, accordingly, will be exercised only after the trust account has been terminated and distributed. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor | | | We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to redeem their shares of Class A common stock in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under Delaware law | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | and our bylaws, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to redeem their shares for cash or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. Under the tender offer rules, a tender offer must remain open for 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to sell their shares to us in such a tender offer or to remain an investor in our company. | | | has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
Business combination deadline | | | Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account less up to $100,000 of interest to pay dissolution expenses and net of interest that may be used by us to pay our | | | If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | franchise and income taxes payable, 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Release of funds | | | Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period; (3) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our initial business combination within the allotted time. | |
Name | | | Age | | | Title | |
Shahraab Ahmad | | | 44 | | | Chief Executive Officer and Chairman of the Board of Directors | |
Burt Jordan | | | 53 | | | President and Director | |
Anthony D. Eisenberg | | | 39 | | | Chief Strategy Officer and Director | |
Ronald C. Warrington | | | 61 | | | Chief Financial Officer | |
Ned Sizer | | | | | Chief Operating Officer | | |
Joanna Lord(1)(3) | | | 38 | | | Director | |
Bryan Dove(3) | | | 40 | | | Director Nominee* | |
Iqbaljit Kahlon(1)(2) | | | 34 | | | Director Nominee* | |
Daniel M. Tapiero(1)(2) | | | 52 | | | Director Nominee* | |
| Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
| Shahraab Ahmad | | | Orama Holdings (Cayman) Limited Decca Capital Limited | | | Investment Management Company Investment Management Company | | | Chief Investment Officer Chief Investment Officer and Director | |
| | | | Peer Capital Management Limited | | | Investment Management Company | | | Director | |
| Burt Jordan | | | — | | | — | | | — | |
| Anthony D. Eisenberg | | | Tappan Street | | | Investing | | | Managing Member | |
| Ronald C. Warrington | | | Sandy Hill Ventures, LLC | | | Investing | | | Managing Director | |
| | | | Pace Funding Group, Inc | | | Home Improvement Lending | | | Manager and Director | |
| | | | Digital Persona | | | Biometric Identity Solutions | | | Chairman | |
| Ned Sizer | | | Sendle Pty Ltd | | | Carbon Neutral Courier Company | | | CFO | |
| Joanna Lord | | | Skyscanner LTD | | | Digital Travel | | | CMO | |
| Bryan Dove | | | RE5Q | | | Real Estate | | | | |
| Iqbaljit Kahlon | | | Tomales Bay Capital Hive AI Dora Technologies | | | Investment Firm Software Company IT Software Company | | | Managing Partner Executive Chairman Director | |
| Daniel M. Tapiero | | | 10T Holdings LLC | | | Investing | | | Founder and CEO | |
| | | | DTAP Capital Advisors LLC | | | Investing | | | Founder, CEO and CIO | |
| | | | Gold Bullion International | | | Precious Metals | | | Director | |
Name and Address of Beneficial Owner(1) | | Number of Shares Beneficially Owned(2) | | | % of Shares Beneficially Owned | | | Number of Shares Beneficially Owned(2) | | | % of Shares Beneficially Owned | | ||||||||||||||||||||||||||
| Before Offering | | After Offering | | | Before Offering | | After Offering | | |||||||||||||||||||||||||||||
Atlantic Coastal Acquisition Management LLC | | | | 7,300,000 | | | | | 97.3% | | | | | 19.5% | | | | | | 7,300,000 | | | | | 97.3% | | | | | 19.5% | | | ||||||
Shahraab Ahmad(3) | | | | 7,300,000 | | | | | 97.3% | | | | | 19.5% | | | ||||||||||||||||||||||
Shahraab Ahmad(3) | | | | 7,300,000 | | | | | 97.3% | | | | | 19.5% | | | ||||||||||||||||||||||
Burt Jordan(4) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Anthony D. Eisenberg(4) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Ronald C. Warrington(4) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Ned Sizer(4) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Joanna Lord | | | | 50,000 | | | | | * | | | | | * | | | | | | 50,000 | | | | | * | | | | | * | | | ||||||
Bryan Dove(4) | | | | 50,000 | | | | | * | | | | | * | | | | | | 50,000 | | | | | * | | | | | * | | | ||||||
Iqbaljit Kahlon(4) | | | | 50,000 | | | | | * | | | | | * | | | | | | 50,000 | | | | | * | | | | | * | | | ||||||
Daniel M. Tapiero | | | | 50,000 | | | | | * | | | | | * | | | | | | 50,000 | | | | | * | | | | | * | | | ||||||
All directors and officers as a group (9 persons) | | | | 7,500,000 | | | | | 100.0% | | | | | 20.0% | | | | | | 7,500,000 | | | | | 100.0% | | | | | 20.0% | | |
Underwriter | | | Number of Units | | |||
BTIG, LLC | | | | | | | |
Total | | | | | 30,000,000 | | |
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total | | | | $ | 16,500,000 | | | | | $ | 18,975,000 | | |
| | | Page | | |||
Audited Financial Statements of Atlantic Coastal Acquisition Corp.: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| ASSETS | | | | | | | |
| Deferred offering costs | | | | $ | 380,050 | | |
| Total Assets | | | | $ | 380,050 | | |
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | |
| Current Liabilities: | | | | | | | |
| Accrued expenses | | | | $ | 1,000 | | |
| Accrued offering costs | | | | | 330,000 | | |
| Promissory note – related party | | | | | 25,050 | | |
| Total Current Liabilities | | | | | 356,050 | | |
| Commitments and contingencies | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding(1) | | | | | 863 | | |
| Additional paid-in capital | | | | | 24,137 | | |
| Accumulated deficit | | | | | (1,000) | | |
| Total Stockholder’s Equity | | | | | 24,000 | | |
| Total Liabilities and Stockholder’s Equity | | | | $ | 380,050 | | |
| Formation costs | | | | $ | 1,000 | | |
| Net loss | | | | $ | (1,000) | | |
| Weighted average shares outstanding, basic and diluted(1) | | | | | 7,500,000 | | |
| Basic and diluted net loss per common share | | | | $ | (0.00) | | |
| | | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||
| | | Shares | | | Amount | | ||||||||||||||||||||||||
Balance, December 7, 2020 (inception) | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1) | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance, December 31, 2020 | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (1,000) | | | | | $ | 24,000 | | |
| Cash flows from operating activities: | | | | | | | |
| Net loss | | | | $ | (1,000) | | |
| Adjustment to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accrued expenses | | | | | 1,000 | | |
| Net cash used in operating activities | | | | | — | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from promissory note – related party | | | | | 25,050 | | |
| Payments of offering costs | | | | | (25,050) | | |
| Net cash provided by financing activities | | | | | — | | |
| Net Change in Cash | | | | | — | | |
| Cash – Beginning | | | | | — | | |
| Cash – Ending | | | | | — | | |
| Non-cash financing activities: | | | | | | | |
| Deferred offering costs included in accrued offering costs | | | | $ | 330,000 | | |
| Payment of deferred offering costs by Sponsor in exchange for the issuance of Class B common stock | | | | $ | 25,000 | | |
| SEC Registration Fees | | | $ | 37,640 | | | SEC Registration Fees | | | $ | 37,640 | | | ||
| FINRA Filing Fees | | | $ | 52,250 | | | FINRA Filing Fees | | | $ | 52,250 | | | ||
| Accounting fees and expenses | | | $ | 60,000 | | | Accounting fees and expenses | | | $ | 60,000 | | | ||
| Printing and engraving expenses | | | $ | 40,000 | | | Printing and engraving expenses | | | $ | 40,000 | | | ||
| Nasdaq listing expenses | | | $ | 75,000 | | | Nasdaq listing expenses | | | $ | 75,000 | | | ||
| D&O insurance | | | $ | 450,000 | | | D&O insurance(1) | | | $ | 450,000 | | | ||
| Legal fees and expenses | | | $ | 375,000 | | | Legal fees and expenses | | | $ | 375,000 | | | ||
| Miscellaneous(1) | | | $ | 110,110 | | | Miscellaneous(2) | | | $ | 110,110 | | | ||
| Total | | | $ | 1,200,000 | | | Total | | | $ | 1,200,000 | | |
| Exhibit No. | | | Description | | |||
| | | 1.1 | | | | | |
| | | 3.1* | | | | | |
| | | 3.2 | | | | | |
| | | 3.3 | | | | | |
| | | 4.1 | | | | | |
| | | 4.2 | | | | | |
| | | 4.3 | | | | | |
| | | 4.4 | | | | | |
| | | 5.1 | | | | ||
|
| Exhibit No. | | | Description | | |||
| | | 10.1 | | | | | |
| | | 10.2 | | | | | |
| | | 10.3* | | | | | |
| | | 10.4 | | | | | |
| | | | | | |||
| ||||||||
| | | 10.6 | | | | | |
| | | 10.7* | | | | | |
| | | 10.8 | | | | | |
| | | 14 | | | | | |
| | | 23.1 | | | | | |
| | | 23.2 | | | | | |
| | | 24.1 | | | | | |
| | | 99.1 | | | | | |
| | | 99.2 | | | | | |
| | | 99.3* | | | | | |
| | | 99.4* | | | | | |
| | | 99.5* | | | | |
| | | | ATLANTIC COASTAL ACQUISITION CORP. | | ||||||
| | | | By: | | | /s/ Shahraab Ahmad | | |||
| | | | | | | Name: | | | Shahraab Ahmad | |
| | | | | | | Title: | | | Chief Executive Officer | |
| Name | | | Position | | | Date | |
| /s/ Shahraab Ahmad Shahraab Ahmad | | | Chief Executive Officer and Director (Principal executive officer) | | | February | |
| Burt Jordan | | | President and Director (Principal executive officer) | | | February | |
| Ronald C. Warrington | | | Chief Financial Officer (Principal financial and accounting officer) | | | February | |
| Anthony D. Eisenberg | | | Director | | | February | |
| Joanna Lord | | | Director | | | February | |
| *By: | | | /s/ Shahraab Ahmad Shahraab Ahmad Attorney-in-Fact | |