Current Report Filing (8-k)
28 February 2023 - 4:01AM
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2023-02-27
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UNITED STATES
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 27, 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
1.01 Entry into a Material Definitive Agreement.
In connection with the special meeting of the
stockholders (the “Special Meeting”) of Atlantic Coastal Acquisition Corp., a Delaware Corporation (the “Company”),
to extend the date by which the Company has to consummate a business combination (the “Extension”) from March 8, 2023 to June
8, 2023 (or later, pursuant to the terms of the Extension), the Company and Atlantic Coastal Acquisition Management LLC (the “Sponsor”),
will enter into a non-redemption agreement (the “Non-Redemption Agreement”) with one or more unaffiliated third party or parties,
pursuant to which such third party or third parties will agree not to redeem Class A common stock of the Company (“Non-Redeemed
Shares”) in connection with the Extension. In exchange for the foregoing commitments not to redeem such Class A common stock, the
Sponsor has agreed to transfer Class B common stock of the Company held by the Sponsor to such third party or third parties immediately
following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting.
The Non-Redemption Agreements will increase the amount of funds that remain in the Company’s trust account following the Extension
Meeting.
The foregoing summary of the Non-Redemption Agreement
does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as
Exhibit 10.1 and incorporated herein by reference
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: February 27, 2023
| |
ATLANTIC COASTAL ACQUISITION CORP. |
| |
|
|
| |
|
|
| |
By: |
/s/ Shahraab Ahmad |
| |
|
Shahraab Ahmad |
| |
|
Chief Executive Officer |
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