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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): February 14, 2024
ATLANTIC COASTAL ACQUISITION
CORP.
(Exact Name of Registrant
as Specified in its Charter)
Delaware |
|
001-40158 |
|
85-4178663 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1 Woodbury Mews, Dun Laoghaire
Dublin, Ireland, A96 ED72 |
|
A96 ED72 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 353 (0) 8706 50447
Not Applicable
(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 obligation of the registrant under any of the following provisions:
¨ |
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 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.
On February 14, 2024, Atlantic Coastal Acquisition Corp., a Delaware corporation and a special
purpose acquisition company (the “Company”) received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the reasons discussed below trading of the Company’s
common stock will be suspended from The Nasdaq Capital Market at the opening of business on February 23, 2024, and a Form 25-NSE will
be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing
and registration on The Nasdaq Stock Market.
On August 17, 2023, and November
20, 2023, Staff notified the Company that it did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1)
(the “Rule”) because it had not filed its Form 10-Q for the period ended June 30, 2023, and its Form 10-Q for the period ended
September 30, 2023 (the “Delinquent Reports”). Based on its review and the materials submitted by the Company on October 31,
2023, the Staff granted the Company an exception until February 13, 2024, to regain compliance with the Rule. However, the Staff has determined
that the Company did not meet the terms of the exception by not filing the Delinquent Report by the February 13, 2024 deadline.
The Staff has also determined
that since the Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal
year end, it no longer complies with Nasdaq’s Listing Rules (the “Rules”) for continued listing. This matter serves
as an additional and separate basis for delisting.
Although the Company may request
a hearing regarding the Staff Determination before a Nasdaq Hearings Panel and seek a further stay of the delisting action pending the
hearing process and an additional extension period in accordance with the procedures set forth in the Staff Determination, it does not
intend to do so.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 14, 2024, Dr. Chandra Panchal and Tseren Purev resigned as directors of the Company, which resignations were effective immediately. To the knowledge
of the Company’s executive officers, the resignations were not the result of any disagreement on matter relating to the registrant’s
operations, policies or practices. Dr. Panchal and Mr. Purev were members of the Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee.
On
February 14, 2024, Anthony (Tony) Porcheron resigned as Chief Executive Officer of the Company and Khash—Erdene Gantumur resigned
as Chief Financial Officer of the Company. Mr. Gantamur’s resignation was effective immediately. Mr. Porcheron’s resignation
is effective February 15, 2024.
Item 7.01 Regulation FD Disclosure.
On February 14, 2024, the Company issued a press
release related to the information described in Item 3.01 above. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated
by reference herein.
The information set forth in this Item 7.01, including
the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01 Financial
Statements and Exhibits.
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
SIGNATURES
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: February 14, 2024
|
ATLANTIC COASTAL ACQUISITION CORP. |
|
|
|
By: |
/s/ Anthony (Tony) Porcheron |
|
|
Anthony (Tony) Porcheron |
|
|
Chief Executive Officer |
Exhibit 99.1
Atlantic Coastal Acquisition Corp. Receives
Expected Nasdaq Delisting Determination
New York, NY, February
14, 2024 – Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) (the “Company”), a special purpose acquisition
company, announced today that on February 14, 2024, the Company received a Staff Delisting Determination (the “Staff Determination”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the reasons
discussed below trading of the Company’s common stock will be suspended from The Nasdaq Capital Market at the opening of business
on February 23, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will
remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
On August 17, 2023, and November
20, 2023, Staff notified the Company that it did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1)
(the “Rule”) because it had not filed its Form 10-Q for the period ended June 30, 2023, and its Form 10-Q for the period ended
September 30, 2023 (the “Delinquent Reports”). Based on its review and the materials submitted by the Company on October 31,
2023, the Staff granted the Company an exception until February 13, 2024, to regain compliance with the Rule. However, the Staff has determined
that the Company did not meet the terms of the exception by not filing the Delinquent Report by the February 13, 2024 deadline.
The Staff has also determined
that since the Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal
year end, it no longer complies with Nasdaq’s Listing Rules (the “Rules”) for continued listing. This matter serves
as an additional and separate basis for delisting.
Although the Company may request
a hearing regarding the Staff Determination before a Nasdaq Hearings Panel and seek a further stay of the delisting action pending the
hearing process and an additional extension period in accordance with the procedures set forth in the Staff Determination, it does not
intend to do so.
About Atlantic Coastal
Acquisition Corp.
Atlantic Acquisition Corp. is a blank check company
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses.
Cautionary Note Regarding Forward-Looking Statements
This press release may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph. 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 registration statement and prospectus for the Company’s
initial public offering and other reports filed with the SEC. 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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