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Atlantic stal Acquisition (ACAH) - 2022 Q1 - Quarterly Report

Financial Performance - For the three months ended March 31, 2022, the company reported a net income of 8,883,557,drivenbyachangeinfairvalueofwarrantliabilitiesof8,883,557, driven by a change in fair value of warrant liabilities of 11,955,871 and interest earned on marketable securities of 138,352,offsetbyoperationalcostsof138,352, offset by operational costs of 2,881,785 [110]. - The company has not generated any operating revenues to date and relies on non-operating income from interest on marketable securities [109]. - Cash used in operating activities for the three months ended March 31, 2022, was 162,069,withnetchangesinoperatingassetsandliabilitiesproviding162,069, with net changes in operating assets and liabilities providing 2,719,717 of cash [117]. Marketable Securities - As of March 31, 2022, the company held marketable securities in the Trust Account amounting to 344,833,170,whichprimarilyconsistsofmutualfundsinvestinginU.S.TreasuryBills[119].ThecompanyintendstousesubstantiallyallfundsintheTrustAccounttocompleteitsBusinessCombination,withremainingproceedsallocatedforworkingcapital[120].BusinessCombinationandIPOThecompanycompleteditsInitialPublicOfferingonMarch8,2021,raisinggrossproceedsof344,833,170, which primarily consists of mutual funds investing in U.S. Treasury Bills [119]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [120]. Business Combination and IPO - The company completed its Initial Public Offering on March 8, 2021, raising gross proceeds of 300,000,000 from the sale of 30,000,000 Units at 10.00perUnit[116].ThecompanyhasuntilMarch8,2023,toconsummateaBusinessCombination,oritwillfacemandatoryliquidation[128].Theunderwritersareentitledtoadeferredfeeof10.00 per Unit [116]. - The company has until March 8, 2023, to consummate a Business Combination, or it will face mandatory liquidation [128]. - The underwriters are entitled to a deferred fee of 12,075,000, which is 0.35perUnit,payableonlyuponcompletionofaBusinessCombination[131].LiabilitiesandGoingConcernAsofMarch31,2022,thecompanyhadtotalcurrentliabilitiesof0.35 per Unit, payable only upon completion of a Business Combination [131]. Liabilities and Going Concern - As of March 31, 2022, the company had total current liabilities of 8,553,417, raising concerns about its ability to continue as a going concern [126]. - The company has no off-balance sheet arrangements or long-term debt obligations as of March 31, 2022 [129]. Internal Controls and Financial Reporting - Management identified a material weakness in internal control over financial reporting, particularly regarding complex financial instruments and the preparation of financial statements [137]. - The company plans to enhance its review process for complex securities and improve communication with third-party vendors to ensure accuracy in financial statements [138]. - Management intends to implement remediation steps to improve disclosure controls and internal control over financial reporting [138]. - Management believes that the financial statements present fairly the company's financial position and results of operations for the period presented [137]. Accounting Standards - Recent accounting standards issued by FASB, effective January 1, 2024, may impact the company's financial position, but management is currently assessing the potential effects [135]. - Management does not believe that any recently issued accounting standards will have a material effect on the condensed financial statements [136]. - The company classifies common stock subject to possible redemption as temporary equity, reflecting certain redemption rights outside of its control [134]. - Warrant liabilities are recorded at fair value and subject to re-measurement at each reporting period until exercised [133]. - The company applies the two-class method in calculating net income (loss) per common share, excluding remeasurement associated with redeemable shares [135].