Atlantic Coastal II Registers Units, Common Stock, Warrants

TL;DR

**Atlantic Coastal Acquisition Corp. II just registered its units, common stock, and warrants, making them officially tradable.**

AI Summary

Atlantic Coastal Acquisition Corp. II filed an 8-K on January 19, 2024, reporting an "Entry into a Material Definitive Agreement" on January 18, 2024. This filing indicates that the company's units, consisting of one share of Series A common stock and one-half of one redeemable warrant, are now registered under Section 12(b) of the Securities Exchange Act of 1934. This matters to investors because it confirms the formal registration and trading eligibility of these specific securities, providing clarity on the components of their investment.

Why It Matters

This filing confirms the formal registration of Atlantic Coastal Acquisition Corp. II's securities, which is a necessary step for their public trading and provides transparency for investors.

Risk Assessment

Risk Level: low — This filing is a routine procedural update regarding the registration of securities and does not introduce new financial risks.

Analyst Insight

Investors should note this filing as a procedural update confirming the formal registration of the company's units, common stock, and warrants, which is a prerequisite for their public trading. No immediate action is required based solely on this administrative filing.

Key Numbers

• $0.0001 — par value (par value of Series A common stock)

Key Players & Entities

• Atlantic Coastal Acquisition Corp. II (company) — the registrant filing the 8-K
• January 18, 2024 (date) — date of the earliest event reported
• January 19, 2024 (date) — date the 8-K was filed
• Series A common stock (security) — component of the registered units
• $0.0001 (dollar_amount) — par value of Series A common stock
• one-half of one redeemable warrant (security) — component of the registered units

FAQ

Key Financial Figures

• $0.0001 — of one share of Series A common stock, $0.0001 par value, and one-half of one redeemab
• $11.50 — A common stock at an exercise price of $11.50 ACABW The Nasdaq Stock Market LLC

Filing Documents

• d692726d8k.htm (8-K) — 42KB
• d692726dex101.htm (EX-10.1) — 28KB
• 0001193125-24-011224.txt ( ) — 242KB
• acab-20240118.xsd (EX-101.SCH) — 3KB
• acab-20240118_def.xml (EX-101.DEF) — 14KB
• acab-20240118_lab.xml (EX-101.LAB) — 23KB
• acab-20240118_pre.xml (EX-101.PRE) — 14KB
• d692726d8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. Amended Sponsor Letter Agreement As previously disclosed, on December 11, 2023, Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the " Sponsor ") entered into an agreement with Atlantic Coastal Acquisition Corp. II (" ACAB "), Abpro Corporation, a Delaware corporation (" Abpro " or the " Company ") and Abpro Bio International, Inc., a Korean corporation (" Abpro Bio ") (the " Sponsor Letter Agreement ") in connection with the proposed business combination between ACAB and Abpro (the " Business Combination "), whereby Sponsor agreed to (i) retain 2.95 million shares of ACAB Series A common stock held by it, (ii) divide 2,458,333 shares of ACAB Series A common stock held by it among the Sponsor, who will be entitled to 491,667 of the shares, Abpro, who will be entitled to 983,333 of the shares, and Abpro Bio, who will be entitled to 983,333 of the shares, for such party to use to obtain non-redemption commitments from ACAB stockholders or other capital for ACAB or the post-combination company (with any shares unused for such purpose to be retained by such party) and (ii) forfeit the remainder of any ACAB Series A common stock and ACAB Series B common stock held by it. On January 18, 2024, the Sponsor, ACAB, Abpro and Abpro Bio entered into an amendment to the Sponsor Letter Agreement (the " Amended Sponsor Letter Agreement "), which amended the amount of shares each party thereunder is entitled to, consistent with the description previously disclosed on December 11, 2023 and as contemplated in the Business Combination Agreement, dated as of December 11, 2023, by and among ACAB, Abpro Merger Sub Corp., a Delaware corporation, and Abpro. For the avoidance of doubt, the Amended Sponsor Letter Agreement supersedes and replaces the Sponsor Letter Agreement in its entirety. The foregoing description of the Amended Sponsor Letter Agreement is qualified in its entirety by reference

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe", "project", "expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would", "will be", "will continue", "will likely result" or similar expressions. that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, ACAB's ability to enter into definitive agreements or consummate a transaction with the Company; ACAB's ability to obtain the financing necessary consummate the Proposed Transactions; and the expected timing of completion of the Proposed Transactions. These statements are based on various assumptions and on the current expectations of ACAB's and the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ACAB and the Company. These forward looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the outcome of judicial proceedings to which the Com

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended Sponsor Letter Agreement, dated as of January 18, 2024, by and among ACAB, the Sponsor, the Company and Abpro Bio International, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATLANTIC COASTAL ACQUISITION CORP. II By: /s/ Shahraab Ahmad Name: Shahraab Ahmad Title: Chief Executive Officer Dated: January 19, 2024

View Full Filing

View this 8-K filing on SEC EDGAR