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SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date
of earliest event reported): August 17, 2023
ATLANTIC COASTAL ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40158 |
|
85-4178663 |
(State
or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification
No.) |
6
St Johns Lane,
Floor
5
New
York, NY |
|
10013 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(248)
890-7200
(Registrant’s telephone
number, including area code)
N/A
(Former name or former
address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange
on
Which Registered |
Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant |
|
ACAHU |
|
The
Nasdaq Stock Market LLC |
Shares
of Class A common stock included as part of the units |
|
ACAH |
|
The
Nasdaq Stock Market LLC |
Warrants
included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
ACAHW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the
Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01 | Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing. |
Atlantic Coastal Acquisition Corp. (the “Company”)
was unable to file its quarterly report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”) with the Securities
and Exchange Commission (the “SEC”) by August 14, 2023, the statutory deadline to file the Report.
On
August 17, 2023, the Company received notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the
Company was not in compliance with Nasdaq’s continued listing standards (the “Listing Rules”) as set forth in Listing
Rule 5250(c)(1) given the Company’s failure to timely file the Report. Consistent with the Listing Rules, the Company has
60 calendar days from the date of the Notice to provide Nasdaq with a specific plan to achieve and sustain compliance with the Listing
Rules. The Company expects to file the Report in the coming weeks.
On August 25, 2023, the Company issued a press
release (the “August 25th Press Release”) disclosing receipt of the Notice. A copy of the press release is included herewith
as Exhibit 99.1 and incorporated herein by reference.
On August 18, 2023, the Company filed a Form 8-K
and issued a press release announcing that it would redeem all of its outstanding shares of Class
A common stock, effective as of August 18, 2023, because the Company would not consummate an initial business combination within the time
period required by its Second Amended and Restated Certificate of Incorporation.
As
disclosed in the August 25th Press Release, the Company no longer intends to redeem all of its outstanding shares of Class A common
stock and is seeking stockholder approval to extend the termination date to consummate a business combination beyond September 8,
2023. The Company filed a preliminary proxy statement on August 22, 2023 and an amendment to such preliminary proxy statement on
September 5, 2023 (collectively, the “Preliminary Proxy Statement”) in connection with such extension.
On September 6, 2023, the Company filed a definitive proxy statement (the “Definitive Proxy Statement”) in connection with
such extension. On September 6, 2023, the Company issued a press release (the “September 6th Press Release”) highlighting
the disclosure in the Definitive Proxy Statement that differs from disclosure in the Preliminary Proxy Statement. A copy of the September
6th Press Release is included herewith as Exhibit 99.2 and incorporated herein by reference.
Finally, the Company hereby confirms (i) that the trustee of the Company’s Trust Account (the
“Trust Account”), at the instruction of the Company, liquidated the securities in the Trust Account on March 22, 2023, and
(ii) as a result of such liquidation, all funds in the Trust Account are currently held in cash in a bank demand deposit account. The
Company plans to disclose this in the Report.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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.
Dated: September 6, 2023
|
ATLANTIC COASTAL ACQUISITION CORP. |
|
|
|
|
|
By: |
/s/ Shahraab Ahmad |
|
|
Shahraab Ahmad |
|
|
Chief Executive Officer |
Exhibit 99.1
Atlantic Coastal Acquisition Corp. Announces
Plans to Extend Deadline to Complete Initial Business Combination.
The Company Also Received a Notice of Non-compliance
from Nasdaq for Failure to Timely File its Second Quarter 2023 Form 10-Q
NEW YORK, N.Y., August 25, 2023 – Atlantic Coastal Acquisition
Corp. (NASDAQ: ACAH) (the “Company”), a special purpose acquisition corporation, today announced that
its Board of Directors approved to extend the date by which the Company would be required to consummate a business combination (“Extension”).
This announcement follows a prior announcement on August 18, 2023 whereby the Company announced it would redeem its public shares. This
Extension is subject to approval of the Company’s shareholders at the Special Meeting that is currently scheduled for September
8, 2023.
For further information related
to Extension and/or Special Meeting, please see the Company’s Schedule 14A Preliminary Proxy Statement that was filed on August
22, 2023, as well as any updates to this filing.
The Company also received a notice
of non-compliance from Nasdaq for failure to timely file its second quarter 2023 Form 10-Q. The Company is working to complete its Form
10-Q filing and expects to have this completed in the coming weeks.
About Atlantic Coastal Acquisition Corp.
Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) is a special purpose
acquisition company focused on the future of mobility. On March 8, 2021, Atlantic Coastal announced the closing of its IPO and listing
on Nasdaq. The Atlantic Coastal team is led by Chairman and CEO Shahraab Ahmad, and President and Director Burt Jordan. For more information,
please visit www.atlanticcoastalacquisition.com.
Forward-Looking Statements
This press release may contain statements that constitute
“forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s 10-K filed with the SEC. Copies are
available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Exhibit 99.2
IMPORTANT: Atlantic Coastal Acquisition Corp.
Files Definitive Proxy Statement in Connection with Plan to Extend the Amount of Time the Company has to Consummate a Business Combination.
NEW YORK, N.Y., September 6, 2023 – Atlantic Coastal Acquisition
Corp. (NASDAQ: ACAH) (the “Company”), a special purpose acquisition corporation, today announced that
it filed a Schedule 14A Definitive Proxy Statement on September 6, 2023 (the “Definitive Proxy Statement”) in connection with
a special meeting (the “Special Meeting”) to extend the amount of time the Company has to consummate a business combination
(the “Extension”). This filing follows the Company’s Schedule 14A Preliminary Proxy Statement that was filed on August
22, 2023 and the amendment thereto that was filed on September 5, 2023 (collectively, the “Preliminary Proxy Statement”) in
connection with the Special Meeting.
The Company intends to mail the
Definitive Proxy Statement as promptly as possible. Notwithstanding the content of any prior mailings distributed to stockholders in connection
with the Special Meeting, the Definitive Proxy Statement contains disclosure concerning (a) the potential effects of the Extension on
the Company’s continued eligibility to be listed on Nasdaq, (b) corrections of figures included in the Preliminary Proxy Statement
concerning the per share redemption price in connection with the Special Meeting and the amount in the Company’s trust account (the
“Trust Account”), (c) additional information regarding the liquidation of the securities previously held in the Trust Account,
and (d) a modification of the deadline by which stockholders must elect to redeem their Class A common stock prior to the Special Meeting.
Stockholders should read such
disclosure prior to casting their votes in connection with the Special Meeting.
Notwithstanding the above, voting
instructions (including control numbers) that stockholders received in any prior mailings in connection with the Special Meeting are still
applicable as of this date.
About Atlantic Coastal Acquisition Corp.
Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) is a special purpose
acquisition company focused on the future of mobility. On March 8, 2021, Atlantic Coastal announced the closing of its IPO and listing
on Nasdaq. The Atlantic Coastal team is led by Chairman and CEO Shahraab Ahmad, and President and Director Burt Jordan. For more information,
please visit www.atlanticcoastalacquisition.com.
Forward-Looking Statements
This press release may contain statements that constitute
“forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s 10-K filed with the SEC. Copies are
available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
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