ACAHU Atlantic Coastal Acquisition Corporation

 

 

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): August 18, 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 8.01

Other Events.

 

On August 18, 2023, Atlantic Coastal Acquisition Corp. (the “Company”) issued a press release announcing that it will redeem all of its outstanding shares of Class A common stock, effective as of August 18, 2023, because the Company will not consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Exhibits.

 

Exhibit No.		Description
99.1		Atlantic Coastal Acquisition Corp. press release, dated August 18, 2023.
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.

 

Dated: August 18, 2023

 

	ATLANTIC COASTAL ACQUISITION CORP.
	By:	/s/ Jason Chryssicas
		Jason Chryssicas
		Chief Financial and Accounting Officer

 

 

Exhibit 99.1

 

Atlantic Coastal Acquisition Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

 

NEW YORK, N.Y., August 18, 2023 – Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) (the “Company”), a special purpose acquisition corporation, today announced that it will redeem all of its outstanding shares of Class A common stock (the “public shares”), effective as of August 18, 2023, because the Company will not consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).

 

As stated in the Company’s Certificate of Incorporation, if the Company is unable to complete an initial business combination by June 8, 2023 (subject to certain inapplicable exceptions), the Company will:

 

·

cease all operations except for the purpose of winding up,

 

	·	as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account less up to $100,000 of such net interest to pay dissolution expenses), including interest, if any, not previously released to the Company to pay taxes, by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the holders of the public shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and
	·	as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors of the Company in accordance with applicable law, dissolve and liquidate,

 

subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware, as amended from time to time, to provide for claims of creditors and other requirements of applicable law. The Company has decided to withhold $100,000 to pay dissolution expenses (which were permitted to be withheld in an amount up to $100,000).

 

Net of taxes, the Company expects the per-share redemption price for the public shares will be approximately $10.40 (the “Redemption Amount”). The last day that the Company’s securities will trade on the Nasdaq Stock Market LLC (“Nasdaq”) will be August 18, 2023. As of August 21, 2023, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. After August 21, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

 

The Redemption Amount will be payable to the holders of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

 

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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Cover	Aug. 18, 2023
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Document Type	8-K
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Entity File Number	001-40158
Entity Registrant Name	ATLANTIC COASTAL ACQUISITION CORP.
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Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6 St Johns Lane
Entity Address, Address Line Two	Floor 5
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	ACAHU
Security Exchange Name	NASDAQ
Shares of Class A common stock included as part of the units [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	ACAH
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	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
Trading Symbol	ACAHW
Security Exchange Name	NASDAQ

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