Past performance by our management team or Atlantic Coastal Acquisition Corp. II may not be indicative of future performance of an investment in our company.
Information regarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes only. Certain of our executive officers and directors serve as executive officers and directors of ACA II, which went public in January 2022. Past performance by our management team or Atlantic Coastal Acquisition Corp. (“ACA II”) is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team’s or their affiliates’ performance as indicative of our future performance of an investment in our company or the returns our company will, or is likely to, generate going forward. We entered into a definitive agreement for our initial business combination with Essentium, Inc. on November 30, 2021. Such definitive agreement was subsequently terminated on February 9, 2022. Please see the section of the Annual Report titled “Business — Proposed Business Combination – Terminated” for more information.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
The registration statement for the IPO was declared effective on March 3, 2021. On March 8, 2021, we consummated the IPO of 30,000,000 units, with each unit consisting of one public share and one-third of one public warrant, each whole public warrant to purchase one share of common stock at a price of $11.50, raising total gross proceeds of $300,000,000. On April 23, 2021, the underwriters purchased additional units pursuant to their exercise of the over-allotment option in full, generating gross proceeds of $45,000,000, which is discussed in Note 6.
Simultaneously with the closing of the IPO, we consummated the sale of 5,466,667 private placement warrants at a price of $1.50 per private placement warrant in a private placement to our sponsor, generating total proceeds of $8,200,000. In connection with the underwriters’ exercise of their over-allotment option, our sponsor purchased an additional 600,000 private placement warrants, generating gross proceeds to us of $900,000, which is discussed in Note 4. Transaction costs amounted to $19,122,710 consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees, and $576,104 of other offering costs.
For the year ended December 31, 2021, cash used in operating activities was $1,521,788. Net loss of $9,716,757 was affected by dividends earned on marketable securities held in Trust Account of $23,699, a change in fair value of the warrant liabilities of $2,115,071, and transaction costs associated with the Initial Public Offering of $428,394. Net changes in operating assets and liabilities provided $5,675,203 of cash for operating activities.
As of December 31, 2021, we had marketable securities held in the Trust Account of $345,023,699 (including approximately $23,699 of interest income) consisting of mutual funds which invest primarily in U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2021, we have not withdrawn any interest earned from the Trust Account. In addition, as of December 31, 2021, we had cash of $189,608 held outside of the Trust Account.
On August 9, 2021, we issued the Commitment Letter in the principal amount of up to $1,315,000 to our sponsor, and such letter was amended on November 11, 2021, to provide $1,055,000 in working capital loans in addition to the previously provided $1,315,000. The Commitment Letter bears no interest, is unsecured, and is repayable in full upon consummation of our initial business combination. In the event that an initial business combination does not close, all amounts loaned to us under the Commitment Letter will be forgiven except to the extent that we have funds available to us outside of the Trust Account established in connection with our initial public offering.
We will need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through March 8, 2023, the date that we will be required to cease all operations, except for the purpose of winding up, if a business combination is not consummated.