UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than
the Registrant ¨
Check the appropriate box:
x Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive
Proxy Statement
¨ Definitive
Additional Materials
¨ Soliciting
Material Pursuant to §240.14a-12
Atlantic
Coastal Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
paid previously with preliminary materials.
¨ Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED AUGUST 22, 2023
ATLANTIC COASTAL ACQUISITION CORP.
6 St Johns Lane, Floor 5
New York, NY 10013
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held September 8, 2023
TO THE STOCKHOLDERS OF ATLANTIC COASTAL ACQUISITION CORP.:
You are cordially invited to
attend the special meeting, which we refer to as the “Special Meeting,” of stockholders of Atlantic Coastal Acquisition Corp.,
which we refer to as “we,” “us,” “our,” “ACAH” or the “Company,” to be held
at 4:00 PM Eastern Time on September 8, 2023.
The Special Meeting will be
a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend, vote and submit your
questions during the Special Meeting by visiting https://www.cstproxy.com/atlanticcoastalacquisition/sm2023. If you plan to attend the
virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting. We are pleased
to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The
virtual meeting format allows attendance from any location in the world.
Even if you are planning on
attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy
in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting.
Instructions on voting your
shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly
recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at
the Special Meeting if you are unable to attend.
The accompanying proxy statement,
which we refer to as the “Proxy Statement,” is dated September 1, 2023, and is first being mailed to stockholders of the Company
on or about August 29, 2023. The sole purpose of the Special Meeting is to consider and vote upon the following proposals:
| · | a proposal to amend the Company’s second amended and restated certificate of incorporation, which
we refer to as the “charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer
to as the “Charter Amendment” and such proposal the “Charter Amendment Proposal,” to extend the date (the “Termination
Date”, and any extensions of that date pursuant to the Charter Amendment Proposal, an “Extension”) by which the Company
must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations
if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common
stock included as part of the units sold in the Company’s initial public offering that was consummated on March 8, 2021, which
we refer to as the “IPO,” from September 8, 2023 (the “Original Termination Date”) to March 8, 2024 or such earlier
date as determined by ACAH’s board of directors (the “Board”), provided that the Sponsor (or one or more of its affiliates,
members or third-party designees) (the “Lender”) will deposit into the Trust Account $0.18 for each public share that is not
redeemed in connection with the Special Meeting in exchange for a non-interest bearing, unsecured promissory note issued by ACAH to the
Lender, and such later date, the “Extended Date,” and to allow the Company, without another stockholder vote, to elect to
extend the Termination Date to consummate a business combination on a monthly basis up to six times by an additional one month each time
after the Extended Date, by resolution of the Board, if requested by Atlantic Coastal Acquisition Management LLC, a Delaware limited liability
company (our “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until September
8, 2024 (each, an “Additional Charter Extension Date”) or a total of up to twelve months after the Original Termination Date,
unless the closing of a business combination shall have occurred prior thereto; and |
| · | a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the
approval of the Charter Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will
only be presented at the Special Meeting if there are not sufficient votes to approve the Charter Amendment Proposal. |
Each of the Charter Amendment Proposal and the
Adjournment Proposal is more fully described in the accompanying Proxy Statement.
If the Charter Amendment Proposal
is approved and the Charter Amendment becomes effective, in the event that ACAH has not consummated a business combination by the Extended
Date, without approval of the holders of ACAH’s public shares (as defined below), ACAH may, by resolution of the Board, if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six
times, each by one additional month (for a total of up to twelve additional months to complete a business combination), provided that
the Lender will deposit into the Trust Account: for each such monthly extension, $0.03 for each public share that is not redeemed in connection
with the Special Meeting for an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection with the Special
Meeting (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued
by ACAH to the Lender. If ACAH completes a business combination, it will, at the option of the Lender, repay the amounts loaned under
the promissory note or convert a portion or all of the amounts loaned under such promissory note into Class A common stock at a price
equal to $10.00 per share. If ACAH does not complete a business combination by the applicable Termination Date, such promissory note will
be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Charter
Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a business combination. While
we are using our best efforts to complete a business combination as soon as practicable, our Board believes that there will not be sufficient
time before the Original Termination Date to complete an initial business combination. Accordingly, the Board believes that in order to
be able to consummate a business combination, we will need to obtain an Extension. In addition to an Extension, the other proposed changes
to the charter will give the Company further flexibility to retain stockholders and meet NASDAQ continued listing requirements following
any stockholder redemptions. Without an Extension, the Board believes that there is significant risk that we might not, despite our best
efforts, be able to complete a business combination on or before the Original Termination Date. If that were to occur, we would be precluded
from completing a business combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating
a business combination.
Therefore, the Board has determined
that it is in the best interests of our stockholders to extend the date by which the Company has to consummate a business combination
to the Extended Date (or Additional Charter Extension Date, if applicable) in order that our stockholders have the opportunity to participate
in our future investment.
In the event that we enter
into a definitive agreement for an initial business combination prior to the Special Meeting, we will issue a press release and file a
Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) announcing the proposed business combination.
If the Extension to the Extended Date is approved and implemented, we intend to complete a business combination as soon as possible and
in any event on or before the applicable Termination Date.
In connection with the Charter
Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes
payable), divided by the number of then outstanding shares of Class A common stock issued in our IPO, which shares we refer to as the
“public shares,” and which election we refer to as the “Election,” regardless of whether such public stockholders
vote on the Charter Amendment Proposal. Any redemptions by the Company as a result of an Election shall be conditioned on the approval
of the Charter Amendment Proposal by the requisite vote of shareholders.
If the Charter Amendment Proposal
is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public
shares when a business combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by
the Charter Amendment. In addition, if the Charter Amendment Proposal is approved, public stockholders who do not make the Election would
be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date
(or Additional Charter Extension Date, if applicable). Even if the Charter Amendment is approved, we can provide no assurances that a
business combination will be consummated prior to the Extended Date (or Additional Charter Extension Date, if applicable). Furthermore,
the Board, in its discretion, may nevertheless decide to liquidate the Company even prior to the applicable Termination Date if it is
in the best interest of our stockholders.
To exercise your redemption
rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and
tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or September 6, 2023).
You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights. The redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide
its legal name, phone number, and address in order to validly redeem its public shares.
With respect to the regulation
of special purpose acquisition companies (“SPACs”) like ACAH, on March 30, 2022, the SEC issued proposed rules relating to,
among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended.
The proposal is consistent with less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as
operating an unregistered investment company, ACAH previously instructed the trustee with respect to the Trust Account to maintain the
funds in the Trust Account in a bank demand deposit account at a bank until the earlier of the consummation of a business combination
and the liquidation of ACAH. Interest on such deposit account is currently approximately 3% per annum, but such deposit account carries
a variable rate and ACAH cannot assure you that such rate will not decrease or increase significantly.
Based upon the current amount
in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust
Account will be approximately $10.25 at the time of the Special Meeting. The closing price of the Company’s Class A common stock
on August 21, 2023 was $10.35. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s
Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there
may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
The Adjournment Proposal, if
adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with,
the approval of the Charter Amendment Proposal.
If the Charter Amendment Proposal
is not approved, we will not redeem any shares in respect of which public stockholders have made an Election, and will, as promptly as
reasonably practicable, and in any event within 5 business days, return any shares tendered to the Company’s transfer agent prior
to the Special Meeting. Further, if the Charter Amendment is not approved and we do not consummate a business combination by September
8, 2023, in accordance with our charter, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights of the Public
Stockholders (as defined in the charter) as stockholders (including the right to receive further liquidating distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the
Delaware General Corporation Law, which we refer to as the “DGCL,” to provide for claims of creditors and other requirements
of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the
event of our winding up.
Our Sponsor owns 8,475,000
Founder Shares (as defined below) and 6,066,667 private placement warrants, which we refer
to as the “Private Placement Warrants,” that were purchased by the Sponsor in a private placement which occurred simultaneously
with the completion of the IPO. In addition, each of our independent directors owns 50,000 Founder Shares. As used herein, “Founder
Shares” refers to all issued and outstanding shares of our Class B common stock and any shares of our Class B common stock that
were subsequently converted into shares of Class A common stock (such converted shares not having redemption rights nor being publicly
tradable nor having voting rights with respect to the matters herein). In the event of a liquidation, our Sponsor, officers and directors
will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, the Private Placement Warrants
or any Class A common stock issued in connection with the conversion of the Founder Shares.
Subject to the foregoing,
the affirmative vote of at least 65% of the Company’s common stock outstanding and entitled to vote on the matter will be
required to approve the Charter Amendment Proposal. Stockholder approval of the Charter Amendment is required for the implementation
of our Board’s plan to extend the date by which we must consummate our initial business combination. Notwithstanding
stockholder approval of the Charter Amendment Proposal, our Board will retain the right to abandon and not implement the Charter
Amendment at any time without any further action by our stockholders.
Approval of the Adjournment
Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special
Meeting.
Our Board has fixed the close
of business on August 23, 2023 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special
Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their
votes counted at the Special Meeting or any adjournment thereof.
We reserve the right at any
time to cancel the Special Meeting and not to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment.
In the event the Special Meeting is cancelled, we may dissolve and liquidate in accordance with the charter.
You are not being asked
to vote on a business combination at this time. If the Charter Amendment is implemented and you do not elect to redeem your public shares,
provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain the right to
vote on a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event a
business combination is approved and completed or we have not consummated a business combination by the Extended Date (or Additional Charter
Extension Date, if applicable).
After careful consideration
of all relevant factors, the Board has determined that the Charter Amendment Proposal and, if presented, the Adjournment Proposal are
advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Under Delaware law and the
Company’s bylaws, no other business may be transacted at the Special Meeting.
Enclosed is the Proxy Statement
containing detailed information concerning the Charter Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or
not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
September 1, 2023 |
By Order of the Board of Directors |
|
|
|
|
|
/s/ Shahraab Ahmad |
|
|
|
Shahraab Ahmad |
|
Chairman and Chief Executive Officer |
Your vote is important. If
you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented
at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If your shares
are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your
vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker
or bank how to vote will have the same effect as voting “AGAINST” the Charter Amendment Proposal, and an abstention will have
the same effect as voting “AGAINST” the Charter Amendment Proposal.
Important Notice Regarding
the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on September 8, 2023: This notice of meeting and
the accompanying Proxy Statement are available at https://www.cstproxy.com/atlanticcoastalacquisition/sm2023/proxy.
ATLANTIC COASTAL ACQUISITION CORP.
6 St Johns Lane, Floor 5
New York, NY 10013
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD September 8, 2023
PROXY STATEMENT
The special meeting,
which we refer to as the “Special Meeting,” of stockholders of Atlantic Coastal Acquisition Corp., which we refer to as
“we,” “us,” “our,” “ACAH” or the “Company,” to be held at 4:00 PM
Eastern Time on September 8, 2023, as a virtual meeting. You will be able to attend, vote your shares, and submit questions during
the Special Meeting via a live webcast available at https://www.cstproxy.com/ atlanticcoastalacquisition/sm2023. If you plan to
attend the virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting.
The Special Meeting will be held for the sole purpose of considering and voting upon the following proposals:
| · | a proposal to amend the Company’s second amended and restated certificate of incorporation, which
we refer to as the “charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer
to as the “Charter Amendment” and such proposal the “Charter Amendment Proposal,” to extend the date (the “Termination
Date”, and any extensions of that date pursuant to the Charter Amendment Proposal, an “Extension”) by which the Company
must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations
if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common
stock included as part of the units sold in the Company’s initial public offering that was consummated on March 8, 2021, which
we refer to as the “IPO,” from September 8, 2023 (the “Original Termination Date”) to March 8, 2024 or such earlier
date as determined by the ACAH’s board of directors (the “Board”), provided that the Sponsor (or one or more of its
affiliates, members or third-party designees) (the “Lender”) will deposit into the Trust Account $0.18 for each public share
that is not redeemed in connection with the Special Meeting in exchange for a non-interest bearing, unsecured promissory note issued by
ACAH to the Lender, and such later date, the “Extended Date,” and to allow the Company, without another stockholder vote,
to elect to extend the Termination Date to consummate a business combination on a monthly basis up to six times by an additional one month
each time after the Extended Date, by resolution of the Board, if requested by Atlantic Coastal Acquisition Management LLC, a Delaware
limited liability company (our “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date,
until September 8, 2024 (each, an “Additional Charter Extension Date”) or a total of up to twelve months after the Original
Termination Date, unless the closing of a business combination shall have occurred prior thereto; and |
| · | a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the
approval of the Charter Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will
only be presented at the Special Meeting if there are not sufficient votes to approve the Charter Amendment Proposal. |
If the Charter Amendment Proposal
is approved and the Charter Amendment becomes effective, in the event that ACAH has not consummated a business combination by the Extended
Date, without approval of the holders of ACAH’s public shares (as defined below), ACAH may, by resolution of the Board, if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six
times, each by one additional month (for a total of up to twelve additional months to complete a business combination), provided that
the Lender will deposit into the Trust Account: for each such monthly extension $0.03 for each public share that is not redeemed in connection
with the Special Meeting for an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection with the Special
Meeting (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued
by ACAH to the Lender. If ACAH completes a business combination, it will, at the option of the Lender, repay the amounts loaned under
the promissory note or convert a portion or all of the amounts loaned under such promissory note into Class A common stock at a price
equal to $10.00 per share. If ACAH does not complete a business combination by the applicable Termination Date, such promissory note will
be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Charter
Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a business combination. While
we are using our best efforts to complete a business combination as soon as practicable, our board of directors believes that there will
not be sufficient time before the Original Termination Date to complete an initial business combination. Accordingly, the Board believes
that in order to be able to consummate a business combination, we will need to obtain an Extension. In addition to the Extension(s), the
other proposed changes to the charter will give the Company further flexibility to retain stockholders and meet NASDAQ continued listing
requirements following any stockholder redemptions. Without an Extension, the Board believes that there is significant risk that we might
not, despite our best efforts, be able to complete a business combination on or before the Original Termination Date. If that were to
occur, we would be precluded from completing a business combination and would be forced to liquidate even if our stockholders are otherwise
in favor of consummating a business combination.
In the event that we enter
into a definitive agreement for an initial business combination prior to the Special Meeting, we will issue a press release and file a
Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) announcing the proposed business combination.
If the Extension to the Extended Date is approved and implemented, we intend to complete a business combination as soon as possible and
in any event on or before the applicable Termination Date.
The Charter Amendment Proposal
is required for the implementation of the plan of the Board, to extend the date by which the Company has to complete our business combination.
The purpose of the Charter Amendment is to allow the Company more time to complete a business combination. In addition, we will not proceed
with the Extension to the Extended Date and any redemptions in connection therewith if the number of redemptions or repurchases of our
shares of Class A common stock issued in our IPO, which shares we refer to as the “public shares,” causes us to have less
than $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal.
In connection with the
Charter Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock issued in our IPO,
which shares we refer to as the “public shares,” and which election we refer to as the “Election,”
regardless of whether such public stockholders vote on the Charter Amendment Proposal. We cannot predict the amount that will remain
in the Trust Account if the Charter Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small
fraction of the approximately $36.2 million that was in the Trust Account. Any redemptions by the Company as a result of an
Election shall be conditioned on the approval of the Charter Amendment Proposal by the requisite vote of shareholders.
If the Charter Amendment Proposal
is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public
shares when a business combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by
the Charter Amendment. In addition, if the Charter Amendment Proposal is approved, public stockholders who do not make the Election would
be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date
(or Additional Charter Extension Date, if applicable). Even if the Charter Amendment is approved, we can provide no assurances that a
business combination will be consummated prior to the Extended Date (or Additional Charter Extension Date, if applicable). Furthermore,
the Board, in its discretion, may nevertheless decide to liquidate the Company even prior to the applicable Termination Date if it is
in the best interest of our stockholders.
The Sponsor owns 8,475,000
Founder Shares (as defined below) and 6,066,667 private placement warrants, which we refer
to as the “Private Placement Warrants,” that were purchased by the Sponsor in a private placement which occurred simultaneously
with the completion of the IPO. In addition, each of our independent directors owns 50,000 Founder Shares. As used herein, “Founder
Shares” refers to all issued and outstanding shares of our Class B common stock and any shares of our Class B common stock that
were subsequently converted into shares of Class A common stock (such converted shares not having redemption rights nor being publicly
tradable nor having voting rights with respect to the matters herein). In the event of a liquidation, our Sponsor, officers and directors
will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, the Private Placement Warrants
or any Class A common stock issued in connection with the conversion of the Founder Shares.
To exercise your redemption
rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and
tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or September 6, 2023).
You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights. The redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide
its legal name, phone number, and address in order to validly redeem its public shares.
Based upon the current amount
in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust
Account will be approximately $10.25 at the time of the Special Meeting. The closing price of the Company’s Class A common stock
on August 21, 2023, the most recent practicable date prior to the date of this proxy statement was $10.35. The Company cannot assure stockholders
that they will be able to sell their shares of the Company’s Class A common stock in the open market, even if the market price per
share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders
wish to sell their shares.
Approval of the Charter Amendment
Proposal is a condition to the implementation of the Extension to the Extended Date and the consummation of redemptions in connection
therewith. In addition, we will not proceed with the Extension to the Extended Date if the number of redemptions or repurchases of our
shares of Class A common stock issued in our IPO, which shares we refer to as the “public shares,” causes us to have less
than $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal.
If the Charter Amendment Proposal
is not approved, we will not redeem any shares in respect of which public stockholders have made an Election, and will, as promptly as
reasonably practicable, and in any event within 5 business days, return any shares tendered to the Company’s transfer agent prior
to the Special Meeting. Further, if the Charter Amendment is not approved and we do not consummate a business combination by September
8, 2023, in accordance with our charter, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights of the Public
Stockholders (as defined in the charter) as stockholders (including the right to receive further liquidating distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the
Delaware General Corporation Law, which we refer to as the “DGCL,” to provide for claims of creditors and other requirements
of applicable law.
There will be no distribution
from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation,
our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 8,475,000 Founder Shares that were issued
to the Sponsor prior to our IPO, and 6,066,667 private placement warrants, which we refer
to as the “Private Placement Warrants,” that were purchased by the Sponsor in a private placement which occurred simultaneously
with the completion of the IPO. In addition, each of our independent directors owns 50,000 Founder Shares.
We reserve the right at any
time to cancel the Special Meeting and not to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment.
In the event the Special Meeting is cancelled, we may dissolve and liquidate in accordance with the charter.
Our Sponsor has agreed that
it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm)
for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share
held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in
each case net of the interest which may be withdrawn to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution
expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and
except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
our Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities
of our company and, therefore, our Sponsor may not be able to satisfy those obligations. We have not asked our Sponsor to reserve for
such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial
business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete
our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public
shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which
public shares will be redeemed from cash held in the Trust Account will be approximately $10.25. Nevertheless, the Company cannot assure
you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.00, plus interest, due
to unforeseen claims of creditors.
Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of 100% of our outstanding public
shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation
distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to
ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims
can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional
150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a
liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to
the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because the Company will not
be complying with Section 280 of the DGCL as described in our prospectus filed with the SEC on March 5, 2021, Section 281(b) of the DGCL
requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims
or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check
company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire,
the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses. If
our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will
properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims
to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary
of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of
our public shares in the event we do not complete our initial business combination within 24 months from the closing of the IPO or during
any Extension is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful
(potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown),
then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful
redemption distribution, instead of three years, as in the case of a liquidating distribution.
If the Charter Amendment Proposal
is approved, the Company, pursuant to the terms of the investment management trust agreement, dated March 3, 2021, by and between the
Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account
an amount, which we refer to as the “Withdrawal Amount,” equal to the number of public shares properly redeemed multiplied
by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released
to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares and (ii) deliver to the
holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account
and be available for use by the Company to complete a business combination on or before the Extended Date (or Additional Charter Extension
Date, if applicable). Holders of public shares who do not redeem their public shares now will retain their redemption rights and their
ability to vote on a business combination through the Extended Date (or Additional Charter Extension Date, if applicable) if the Charter
Amendment Proposal is approved.
Our Board has fixed the close
of business on August 23, 2023 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special
Meeting and any adjournment thereof (the “record date”). Only certain holders of record of the Company’s common stock
on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of the Special
Meeting, there were 12,157,610 shares of Class A common stock and 1 share of Class B common stock outstanding. Of such shares of common
stock, 8,624,999 are not entitled to vote until after the closing of a business combination (which amount represents converted Founder
Shares), leaving 3,532,611 shares of Class A common stock and 1 share of Class B common stock eligible to vote at the Special Meeting.
The Company’s warrants do not have voting rights in connection with the Charter Amendment Proposal or the Adjournment Proposal.
This Proxy Statement contains
important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
We will pay for the entire
cost of soliciting proxies from our working capital. We have engaged Morrow Sodali
LLC (the “Proxy Solicitor”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay
the Proxy Solicitor a fee of $15,000. We will also reimburse the Proxy Solicitor for reasonable out-of- pocket expenses and will indemnify
the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed
proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These
parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to
us to consummate an initial business combination if the Extension to the Extended Date is approved, we do not expect such payments to
have a material effect on our ability to consummate an initial business combination.
Important Information Regarding Delivery of
Proxy Material
The Securities and Exchange
Commission has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred
to as “notice and access,” under which a company may select either of the following options for making proxy materials available
to its stockholders:
| · | the full set delivery option; or |
A company may use a single
method for all of its stockholders, or use full set delivery for some while adopting the notice only option for others.
Full Set Delivery Option
We have elected to use the
full set delivery option available to the Company pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended. Under
the full set delivery option, a company delivers all proxy materials to its stockholders by mail as it would have done prior to the change
in the rules. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible
website and provide information to stockholders about how to access the website.
Notice Only Option
Under the notice only option,
which we have elected NOT to use, a company must post all proxy materials on a publicly accessible website. Instead of
delivering proxy materials to its stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Materials.”
The notice includes, among other matters:
| · | information regarding the date and time of the Special Meeting of stockholders as well as the items to
be considered at the meeting; |
| · | information regarding the website where the proxy materials are posted; and |
| · | various means by which a stockholder can request paper or e-mail copies of the proxy materials. |
If a stockholder requests paper
copies of the proxy materials, these materials must be sent to the stockholder within three business days and by first class mail.
In connection with the Special
Meeting, we have elected to use the full delivery set option.
This Proxy Statement is dated
September 1, 2023 and is first being mailed to stockholders on or about August 29, 2023.
By Order of the Board of Directors
Shahraab Ahmad
Chairman and Chief Executive Officer
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of
the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire
document, including the annexes to this Proxy Statement.
Why am I receiving this Proxy Statement? |
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We are a blank check company formed in Delaware on December 7, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On March 8, 2021, we consummated our IPO from which we derived gross proceeds of $345,000,000 in the aggregate and completed the private sales of Private Placement Warrants from which we derived gross proceeds of $9,100,000. The amount in the Trust Account was initially $10.00 per public share. Like most blank check companies, our charter provides for the return of our IPO proceeds held in trust to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated on or before September 8, 2023. Our Board believes that it is in the best interests of the stockholders to continue our existence until the Extended Date (or Additional Charter Extension Date, if applicable) in order to allow us more time to complete a business combination. |
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While we are using our best efforts to complete a business combination as soon as practicable, the Board believes that there will not be sufficient time before the Original Termination Date to complete an initial business combination. The purpose of the Charter Amendment Proposal and, if necessary, the Adjournment Proposal, is therefore to provide the Company with sufficient time to complete a business combination. |
What is being voted on? |
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You are being asked to vote on: |
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· a proposal to extend the date by which the Company must consummate a business combination from September 8, 2023 to March 8, 2024 or such earlier date as determined by the Board, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis up to six times by an additional one month each time after the Extended Date, by resolution of the Board if requested by our Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until September 8, 2024 or a total of up to twelve months after the Original Termination Date; and |
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· a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal. |
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If the Charter Amendment Proposal is approved
and the Charter Amendment becomes effective, in the event that ACAH has not consummated a business combination by the Extended Date, without
approval of the holders of ACAH’s public shares (as defined below), ACAH may, by resolution of the Board, if requested by the Sponsor,
and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six times, each by
one additional month (for a total of up to twelve additional months to complete a business combination), provided that the Sponsor (or
one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit into the Trust Account: for each
such monthly extension, $0.03 for each public share that is not redeemed in connection with the Special Meeting for an aggregate deposit
of $0.18 for each public share that is not redeemed in connection with the Special Meeting (if all six additional monthly extensions are
exercised), in exchange for a non-interest bearing, unsecured promissory note issued by ACAH to the Lender. If ACAH completes a business
combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the
amounts loaned under such promissory note into Class A common stock at a price equal to $10.00 per share. If ACAH does not complete
a business combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust
Account or will be forfeited, eliminated or otherwise forgiven.
The Charter Amendment Proposal is required for
the implementation of our Board’s plan to extend the date that we have to complete our initial business combination. The purpose
of the Charter Amendment is to allow the Company more time to complete an initial business combination. Approval of the Charter Amendment
Proposal is a condition to the implementation of the Extension to the Extended Date and the consummation of any redemptions in connection
therewith. |
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If the Charter Amendment Proposal is approved, we will, pursuant to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a business combination on or before the Extended Date (or Additional Charter Extension Date, if applicable). |
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However, we will not proceed with the Extension
to the Extended Date or any redemptions in connection therewith if redemptions of our public shares cause us to have less than $5,000,001
of net tangible assets following approval of the Charter Amendment Proposal.
If the Charter Amendment Proposal is
approved and the Extension to the Extended Date is implemented, the removal of the Withdrawal Amount from the Trust Account in
connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount
that will remain in the Trust Account if the Charter Amendment Proposal is approved and the amount remaining in the Trust Account
may be only a small fraction of the approximately $36.2 million that was in the Trust Account. In such event, we may need to obtain
additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on
terms acceptable to the parties or at all.
We reserve the right at any time to cancel the
Special Meeting and not to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment. In the event
the Special Meeting is cancelled, we may dissolve and liquidate in accordance with the charter.
If the Charter Amendment Proposal is not
approved, we will not redeem any shares in respect of which public stockholders have made an Election, and will, as promptly as reasonably
practicable, and in any event within 5 business days, return any shares tendered to the Company’s transfer agent prior to the Special
Meeting. Further, if the Charter Amendment is not approved and we do not consummate a business combination by September 8, 2023,
in accordance with our charter, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights
of the Public Stockholders (as defined in the charter) as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under the Delaware General Corporation Law, which we refer to as the “DGCL,” to provide for claims of
creditors and other requirements of applicable law. |
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There will be no distribution from the Trust Account
with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor,
directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, the
Private Placement Warrants or any Class A common stock issued in connection with the conversion of the Founder Shares. |
Why is the Company proposing the Charter Amendment Proposal and the Adjournment Proposal? |
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Our charter provides that we have until September 8,
2023 to complete our initial business combination. Our Board has determined that it is in the best interests of our stockholders to approve
the Charter Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate a business combination.
While we are using our best efforts to complete a business combination as soon as practicable, the Board believes that there will not
be sufficient time before the Original Termination Date to complete a business combination. Accordingly, the Board believes that in order
to be able to consummate a business combination, we will need to obtain an Extension. In addition to the Extension(s), the other proposed
changes to the charter will give the Company further flexibility to retain stockholders and meet NASDAQ continued listing requirements
following any stockholder redemptions. Without an Extension, the Board believes that there is significant risk that we might not, despite
our best efforts, be able to complete a business combination on or before September 8, 2023. If that were to occur, we would be precluded
from completing a business combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating
a business combination.
If the Extension to the Extended Date is
approved and implemented, we intend to complete a business combination as soon as possible and, in any event, on or before the applicable
Termination Date. The Company believes that given its expenditure of time, effort and money on searching for potential business combination
opportunities, circumstances warrant providing public stockholders an opportunity to consider a business combination. Accordingly, the
Board is proposing the Charter Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by
which the Company must (i) consummate a business combination (ii) cease its operations if it fails to complete such business
combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units
sold in the Company’s IPO to March 8, 2024 and to allow the Company, without another stockholder vote, to elect to extend
the Termination Date to consummate a business combination on a monthly basis up to six times by an additional one month each time after
the Extended Date, by resolution of the Board, if requested by our Sponsor, and upon five days’ advance notice prior to the applicable
Termination Date, until September 8, 2024 or a total of up to twelve months after the Original Termination Date. |
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If the Charter Amendment Proposal is approved
and the Charter Amendment becomes effective, in the event that ACAH has not consummated a business combination by the Extended Date,
without approval of the holders of ACAH’s public shares (as defined below), ACAH may, by resolution of the Board, if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to
six times, each by one additional month (for a total of up to twelve additional months to complete a business combination), provided
that the Lender will deposit into the Trust Account: for each such monthly extension, $0.03 for each public share that is not redeemed
in connection with the Special Meeting for an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection
with the Special Meeting (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured
promissory note issued by ACAH to the Lender. If ACAH completes a business combination, it will, at the option of the Lender, repay the
amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into Class A
common stock at a price equal to $10.00 per share. If ACAH does not complete a business combination by the applicable Termination Date,
such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
You are not being asked to vote on a business
combination at this time. If the Extension to the Extended Date is implemented and you do not elect to redeem your public shares, provided
that you are a stockholder on the record date for a meeting to consider a business combination, you will retain the right to vote on a
business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event a business
combination is approved and completed or we have not consummated a business combination by the Termination Date.
If the Charter Amendment Proposal is not approved,
we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of an Extension.
If the Adjournment Proposal is not approved, the Board may not be able to adjourn the Special Meeting to a later date or dates in the
event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.
We reserve the right at any time to cancel the
Special Meeting and not to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment. In the event
the Special Meeting is cancelled, we may dissolve and liquidate in accordance with the charter. |
Why should I vote “FOR” the Charter Amendment Proposal? |
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Our Board believes stockholders will benefit from
the consummation of a business combination and is proposing the Charter Amendment Proposal to extend the date by which we have to complete
a business combination until the Extended Date (or Additional Charter Extension Date, if applicable). An Extension would give us additional
time to complete a business combination, which our Board believes in the best interests of the shareholders.
The Board believes that it is in the best interests
of our stockholders that an Extension be obtained to provide additional amount of time to consummate a business combination. Without an
Extension, we believe that there is substantial risk that we might not, despite our best efforts, be able to complete a business combination
on or before September 8, 2023. If that were to occur, we would be precluded from completing a business combination and would be
forced to liquidate even if our stockholders are otherwise in favor of consummating a business combination.
We believe that given our expenditure of time,
effort and money on searching for potential business combination opportunities, circumstances warrant providing public stockholders an
opportunity to consider a business combination and that it is in the best interests of our stockholders that we obtain an Extension. In
the event that we enter into a definitive agreement for an initial business combination prior to the Special Meeting, we will issue a
press release and file a Current Report on Form 8-K with the SEC announcing the proposed business combination.
Our Board recommends that you vote in favor of
the Charter Amendment Proposal. |
Why should I vote “FOR” the Adjournment Proposal? |
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If the Adjournment Proposal is not approved by
our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Charter Amendment Proposal.
We reserve the right at any time to cancel the
Special Meeting and not to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment. In the event
the Special Meeting is cancelled, we may dissolve and liquidate in accordance with the charter. |
When would the Board abandon the Charter Amendment Proposal? |
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We intend to hold the Special Meeting to approve
the Charter Amendment only if the Board has determined as of the time of the Special Meeting that we may not be able to complete a business
combination on or before September 8, 2023. If we complete a business combination on or before September 8, 2023, we will not
implement an Extension. Additionally, our Board will abandon the Charter Amendment if our stockholders do not approve the Charter Amendment
Proposal.
Notwithstanding stockholder approval of the Charter
Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Amendment at any time without any further
action by our stockholders. In addition, we will not proceed with an Extension or any redemptions in connection therewith if the number
of redemptions or repurchases of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of
the Charter Amendment Proposal. |
How do the Company insiders intend to vote their shares? |
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The Sponsor and all of our directors and officers are not eligible to vote their shares at the Special Meeting. |
What vote is required to adopt the proposals? |
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The approval of the Charter Amendment
Proposal will require the affirmative vote of holders of at least 65% of the Company’s common stock outstanding and entitled
to vote on the matter on the record date.
The approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy.
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What if I don’t want to vote “FOR” the Charter Amendment Proposal? |
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If you do not want the Charter Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Charter Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Charter Amendment. If the Charter Amendment Proposal is approved, and the Extension to the Extended Date is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
What happens if the Charter Amendment Proposal is not approved? |
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Our Board will abandon the Charter Amendment if
our stockholders do not approve the Charter Amendment Proposal.
If the Charter Amendment Proposal is not approved
and we have not consummated a business combination by the Original Termination Date, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish the rights of the Public Stockholders (as defined in the charter) as stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no redemptions in respect of which
public stockholders have made an Election, and we will, as promptly as reasonably practicable, and in any event within 5 business days,
return any shares tendered to the Company’s transfer agent prior to the Special Meeting.
There will be no distribution from the Trust Account
with respect to our warrants which will expire worthless in the event we wind up.
In the event of a liquidation, our Sponsor, directors
and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, the Private Placement
Warrants or any Class A common stock issued in connection with the conversion of the Founder Shares. |
If the Charter Amendment Proposal is approved, what happens next? |
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If the Charter Amendment Proposal is approved,
we will continue to attempt to consummate a business combination until the Extended Date (or Additional Charter Extension Date, if applicable).
We expect to seek stockholder approval of a business combination. If stockholders approve a business combination, we expect to consummate
a business combination as soon as possible following such stockholder approval. Because we have only a limited time to complete
our initial business combination, even if we are able to effect an Extension, our failure to obtain any required regulatory approvals
in connection with a business combination or to resolve certain ongoing investigations within the requisite time period may require us
to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.
This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on
your investment through any price appreciation in the combined company.
Upon approval of the Charter Amendment
Proposal by holders of at least 65% of the Company’s common stock outstanding and entitled to vote on the matter as of the
record date, we will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in
Annex A hereto. We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and our units, Class A common stock and public warrants will remain publicly traded.
If the Charter Amendment Proposal is approved,
the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage
interest of our common stock held by our Sponsor, our directors and our officers as a result of their ownership of the Founder Shares
and Private Placement Warrants.
On August 16, 2022,
the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new
U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations
and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemption
of the shares of the common stock of the Company on or after January 1, 2023, such as the redemptions discussed herein, may be subject
to the Excise Tax. The Company confirms that amounts placed in the Trust Account in connection with the IPO, as well as any interest earned
thereon, will not be used to pay for the Excise Tax.
Notwithstanding stockholder approval of the Charter
Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Amendment at any time without any further
action by our stockholders.
We reserve the right at any time to cancel the
Special Meeting and not to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment. In the event
the Special Meeting is cancelled, we may dissolve and liquidate in accordance with the charter. |
What happens to the Company’s warrants if the Charter Amendment Proposal is not approved? |
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If the Charter Amendment Proposal is not approved and we have not consummated a business combination by the Original Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights of the Public Stockholders (as defined in the charter) as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. |
What happens to the Company’s warrants if the Charter Amendment Proposal is approved? |
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If the Charter Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Date (or Additional Charter Extension Date, if applicable). The public warrants will remain outstanding and only become exercisable until the later of 30 days after the completion of our initial business combination and 12 months from the closing of our IPO, provided in each case we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). |
Am I able to exercise my redemption rights in connection with a business combination? |
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If you were a holder of common stock as of the close of business on the record date for a meeting to seek stockholder approval of a business combination, you will be able to vote on a business combination. The Special Meeting relating to the Charter Amendment Proposal does not affect your right to elect to redeem your public shares in connection with a business combination, subject to any limitations set forth in our charter (including the requirement to submit any request for redemption in connection with a business combination on or before the date that is one business day before the special meeting of stockholders to vote on a business combination). If you disagree with a business combination, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the stockholder vote to approve a business combination, subject to any limitations set forth in our charter. |
How do I attend the meeting? |
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You will need your control number for access.
If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail
address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain
a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number
generated. Continental Stock Transfer & Trust Company contact information is as follows: Continental Stock Transfer &
Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, or email proxy@continentalstock.com.
Stockholders will also have the option to listen
to the Special Meeting by telephone by calling:
· Within
the U.S. and Canada: +1 800-450-7155 (toll-free)
· Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
The passcode for telephone access: 6161282#. You
will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein. |
How do I change or revoke my vote? |
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You may change your vote by e-mailing a later-dated,
signed proxy card to ACAH.info@investor.morrowsodali.com, so that it is received by us prior to the Special Meeting or by attending the
Special Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to us, which must be received by us
prior to the Special Meeting.
Please note, however, that if on the record date
your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are
the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization.
If your shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting online, you must follow
the instructions included with the enclosed proxy card. |
How are votes counted? |
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Votes will be counted by the inspector of
election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The
Charter Amendment Proposal must be approved by the affirmative vote of at least 65% of the Company’s common stock outstanding
and entitled to vote on the matter as of the record date, voting together as a single class. Accordingly, a
Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention with respect to the
Charter Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.
The approval of the Adjournment Proposal requires
the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a Company stockholder’s
failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of common stock required
to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the
Adjournment Proposal.
Abstentions will be counted in connection with
the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. |
If my shares are held in “street name,” will my broker automatically vote them for me? |
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No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. |
What is a quorum requirement? |
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A quorum of stockholders is necessary to hold
a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote
at the Special Meeting, present in person or represented by proxy, constitute a quorum.
Your shares will be counted towards the quorum
only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the
Special Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has
power to adjourn the Special Meeting. As of the record date for the Special Meeting, 1,766,306 shares of our common stock would be required
to achieve a quorum. |
Who can vote at the Special Meeting? |
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Only certain holders of record of our common stock
at the close of business on August 23, 2023 are entitled to have their vote counted at the Special Meeting and any adjournments or
postponements thereof. On this record date, 12,157,610 shares of our Class A common stock and 1 share of our Class B common
stock were outstanding. Of such shares of common stock, 8,624,999 are not entitled to vote until after the closing of a business combination
(which amount represents converted Founder Shares), leaving 3,532,611 shares of Class A common stock and 1 share of Class B
common stock eligible to vote at the Special Meeting.
Stockholder of Record: Shares Registered in Your
Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer &
Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online at the Special Meeting or vote by
proxy. Whether or not you plan to attend the Special Meeting online, we urge you to fill out and return the enclosed proxy card to ensure
your vote is counted.
Beneficial Owner: Shares Registered in the Name
of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how
to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of
record, you may not vote your shares online at the Special Meeting unless you request and obtain a valid proxy from your broker or other
agent. |
Does the Board recommend voting for the approval of the Charter Amendment Proposal and the Adjournment Proposal? |
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Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Charter Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders vote “FOR” the Charter Amendment Proposal and the Adjournment Proposal. |
What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
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Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of 8,625,000 Founder Shares (purchased for $25,000) and 6,066,667 Private Placement Warrants (purchased for $9,100,000), which would expire worthless if a business combination is not consummated. See the section entitled “The Charter Amendment Proposal — Interests of our Sponsor, Directors and Officers.” |
Do I have appraisal rights if I object to the Charter Amendment Proposal? |
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Our stockholders do not have appraisal rights in connection with the Charter Amendment Proposal under the DGCL. |
What do I need to do now? |
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We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. |
How do I vote? |
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If you are a holder of record of our common stock,
you may vote online at the Special Meeting or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special
Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating
and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting
and vote online if you have already voted by proxy.
If your shares of our common stock are held in
“street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares
in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not
vote your shares online at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent. |
How do I redeem my shares of Class A common stock? |
|
If the Extension to the Extended Date is implemented,
each of our public stockholders may seek to redeem all or a portion of its public shares at a per- share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided
by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder
vote to approve a proposed business combination, or if we have not consummated a business combination by the Extended Date (or Additional
Charter Extension Date, if applicable).
In order to exercise your redemption rights, you
must, prior to 5:00 p.m. Eastern Time on September 6, 2023 (two business days before the Special Meeting) tender your shares
physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer &
Trust Company, our transfer agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com |
What should I do if I receive more than one set of voting materials? |
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You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares. |
Who is paying for this proxy solicitation? |
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We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $15,000. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension to the Extended Date is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination. |
Who can help answer my questions? |
|
If you have questions about the proposals or
if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, Morrow
Sodali LLC, at (800) 662-5200 (toll free) or by email at
ACAH.info@investor.morrowsodali.com.
You may also contact us at: IR@atlanticcoastal.io.
You may also obtain additional information about
the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” |
FORWARD-LOOKING STATEMENTS
Some of the statements contained
in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, any pending
business combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding
market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements
by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,”
“may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,”
“intends,” “plans,” “estimates,” “anticipates” or the negative version of these words
or other comparable words or phrases.
The forward-looking statements
contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking
statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated
in the forward- looking statements:
| · | our ability to complete a business combination; |
| · | the anticipated benefits of a business combination; |
| · | the volatility of the market price and liquidity of our securities; |
| · | the use of funds not held in the Trust Account; and |
| · | the competitive environment in which our successor will operate following any business combination. |
While forward-looking statements
reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise
any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events
or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other
factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking
statement, please see the section entitled “Risk Factors” below, in our Annual Report on Form 10-K filed with the SEC
on April 21, 2023, and our Quarterly Report on Form 10-Q filed with the SEC on May 25, 2023 and in other reports we file with the SEC.
You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or
to third parties making the forward-looking statements).
RISK FACTORS
You should consider carefully
all of the risks described in our Annual Report on Form 10-K filed with the SEC on April 21, 2023, our Quarterly Report on Form 10-Q filed
with the SEC on May 25, 2023 and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore,
if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or
we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation
.
There are no assurances that the Charter
Amendment will enable us to complete a business combination.
Approving the Charter Amendment
involves a number of risks. Even if an Extension is approved, the Company can provide no assurances that a business combination will be
consummated prior to the applicable Termination Date. Our ability to consummate any business combination is dependent on a variety of
factors, many of which are beyond our control. If the Extension to the Extended Date is approved, the Company expects to seek shareholder
approval of a business combination. Furthermore, the Board, in its discretion, may nevertheless decide to liquidate the Company even prior
to the applicable Termination Date if it is in the best interest of our stockholders.
We are required to offer stockholders
the opportunity to redeem shares in connection with the Charter Amendment, and we will be required to offer stockholders redemption rights
again in connection with any stockholder vote to approve a business combination. Even if an Extension or a business combination are approved
by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially
acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Charter Amendment Proposal
and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders
may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,
and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.
The SEC has recently issued proposed rules
relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target or others may determine
to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination
and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC
Proposed Rules (defined below) may cause us to liquidate the funds in the Trust Account or liquidate ACAH at an earlier time than we might
otherwise choose.
With respect to the regulation
of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules
(the “SPAC Proposed Rules”) relating to, among other items, disclosures in business combination transactions involving SPACs
and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies;
the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability
of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject to regulation
under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would
provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration,
asset composition, business purpose and activities. The SPAC Proposed Rules have not yet been adopted, and may be adopted in the proposed
form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential
business combination target, or others may determine to undertake in connection with the SPAC Proposed Rules, or pursuant to the SEC’s
views expressed in the SPAC Proposed Rules, may increase the costs and time of negotiating and completing an initial business combination,
and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC
Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate ACAH at an earlier time than we might otherwise choose.
Were we to liquidate, our warrants
would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company,
including any potential price appreciation of our securities.
If we are deemed to be an investment company
for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would
be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed
an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the
Company.
As described further above,
the SPAC Proposed Rules relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject
to the Investment Company Act and the regulations thereunder. The SPAC Proposed Rules would provide a safe harbor for such companies from
the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies
certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe
harbor, the SPAC Proposed Rules would require a company to file a report on Form 8-K announcing that it has entered into an agreement
with a target company for a business combination no later than 18 months after the effective date of its registration statement for
its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial
business combination no later than 24 months after the effective date of the IPO Registration Statement.
If we are deemed to be an investment
company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome
compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under
the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under
the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As
a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon
our efforts to complete an initial business combination and instead to liquidate the Company. Were we to liquidate, our warrants would
expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company,
including any potential price appreciation of our securities.
To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, we previously instructed the trustee to liquidate the securities
held in the Trust Account and instead to hold the funds in the Trust Account in cash in a bank demand deposit account until the earlier
of the consummation of our initial business combination or our liquidation. As a result, we have received, and will likely continue to
receive, minimal interest on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive
upon any redemption or liquidation of the Company.
The funds in the Trust Account
were previously held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However,
to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A)
of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we previously instructed Continental Stock
Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or
money market funds held in the Trust Account and thereafter to maintain the funds in a bank demand deposit account until the earlier of
consummation of our initial business combination or liquidation of the Company. Interest on such deposit account is currently approximately
3% per annum, but such deposit account carries a variable rate and the Company cannot assure you that such rate will not decrease or increase
significantly. We have received, and will likely continue to receive, minimal interest on the funds held in the Trust Account. However,
interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other
expenses as permitted. As a result, the decision to liquidate the securities held in the Trust Account and thereafter to hold all funds
in a bank demand deposit account would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation
of the Company.
Since the Sponsor and our directors and
officers will lose their entire investment in us if an initial business combination is not completed, they may have a conflict of interest
in the approval of the proposals at the Special Meeting.
There will be no distribution
from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the
event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 8,475,000 Founder
Shares that were issued to the Sponsor prior to our IPO and 6,066,667 Private Placement Warrants that were purchased by the Sponsor in
a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be
made only with respect to the public shares. In addition, each of our independent directors owns 50,000 Founder Shares. Such persons have
waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments
would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive rate of return
on their overall investment in the combined company after an initial business combination, even if other holders of our common stock experience
a negative rate of return, due to having initially purchased the Founder Shares for an aggregate of $25,000. Our Sponsor, directors and
officers may therefore have interests different from, or in addition to, your interests as a stockholder in connection with the proposals
at the Special Meeting.
A new 1% U.S. federal excise tax could be
imposed on us in connection with redemptions by us of our shares.
On August 16, 2022, the
Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and
certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself,
not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been
given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. IRS and
Treasury have issued a notice of an intention to issue proposed regulations (the “Notice”); the Notice also provides interim
guidance on which taxpayers can rely until issuance of the proposed regulations.
The IRA excise tax applies
only to repurchases that occur after December 31, 2022. It is uncertain whether, and/or to what extent, the excise tax could apply
to any redemptions of our public shares after December 31, 2022, including any redemptions in connection with initial business combination
or extension requests, or exchanges of stock pursuant to an acquisitive reorganization (i.e., pursuant to the initial business combination
or otherwise). The Company confirms that amounts placed in the Trust Account in connection with the IPO, as well as any interest earned
thereon, will not be used to pay for the excise tax. Under the Notice distributions pursuant to a complete liquidation of the Company
(e.g., in the event we do not consummate an initial business combination) generally are not subject to this 1% excise tax, and other redemptions
or repurchases of stock made during the same taxable year as the taxable year the Company completely liquidates and dissolves also would
be exempt. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension
request or otherwise may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection
with a business combination or otherwise would depend on a number of factors, including (i) the fair market value of the stock subject
to redemptions and repurchases or exchanged in an acquisitive reorganization in connection with the business combination, (ii) the
structure of the business combination, (iii) the nature and amount of any private investment in public equity or other equity issuances
in connection with the business combination (or otherwise issued not in connection with the business combination but issued within the
same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition,
because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax
have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in
our ability to complete a business combination, and might affect the structure chosen for a business combination and any potential financing
in connection with the business combination.
We may be deemed a “foreign person”
under the regulations relating to the Committee on Foreign Investment in the United States (“CFIUS”), and any business combination
may be subject to U.S. foreign investment regulations and review by CFIUS or another U.S. government entity.
Our sponsor, Atlantic Coastal
Acquisition Management LLC, is controlled by and has substantial ties with a non-U.S. person given that the managing member of our sponsor
is a citizen of the Republic of Cyprus. Certain federally licensed businesses in the United States are subject to rules or regulations
that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving “foreign
persons” to determine the effect of such transactions on U.S. national security. Therefore, because we may be considered a “foreign
person” under such rules and regulations, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed
business combination is between us and a U.S. target company engaged in a regulated industry or which may affect national security.
The
scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain
non-passive, non-controlling investments in sensitive U.S. businesses. FIRRMA, and subsequent implementing regulations that are now in
force, also subject certain categories of investments to mandatory CFIUS filings. It is unclear at this stage whether our potential business
combination will fall within CFIUS’s jurisdiction, and if so, whether we would be required to make a mandatory filing or determine
to submit a voluntary notice to CFIUS. If we seek CFIUS review prior to the completion of our initial business combination, we may be
subject to substantial delays and increased transaction costs. If we are required to undergo a CFIUS review following the completion of
our initial business combination, in addition to any conditions or divestiture requirements imposed on us, we may incur substantial costs
in connection therewith. Other possible foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness
of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise
be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business
combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which
do not have similar foreign ownership issues.
Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business
combination. If we cannot complete our initial business combination within the applicable Termination Date because the review process
drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government
entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share of Class A common
stock on the liquidation of their shares and our warrants will expire worthless. This will also cause our investors to lose the investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined
company.
BACKGROUND
We are a blank check company
formed in Delaware on December 7, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
There are currently 12,157,610
shares of Class A common stock and 1 share of Class B common stock issued and outstanding. In addition, we issued warrants to
purchase 11,500,000 shares of our Class A common stock as part of the units offered in our IPO, along with an aggregate of 6,066,667
warrants (convertible into an aggregate of 6,066,667 shares of Class A common stock) underlying the private placement warrants issued
to our Sponsor in a private placement simultaneously with the consummation of our IPO, and we issued 11,500,000 public warrants. Each
whole warrant entitles its holder to purchase one whole share of Class A common stock at an exercise price of $11.50 per share. The
warrants will become exercisable until the later of 30 days after the completion of our initial business combination and 12 months
from the closing of our IPO and expire five years after the completion of our initial business combination or earlier upon redemption
or liquidation. We have the ability upon a minimum of 30 days’ prior written notice (the “redemption period”) to
redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,
provided that the reported last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked
securities) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third
trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.
In addition, if (x) the Company
issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a business
combination at an issue price or effective issue price of less than $9.20 per Class A common stock (with such issue price or effective
issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor
or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such
issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of a business combination on the date of the consummation of
a business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A common stock during the 20 trading
day period starting on the trading day prior to the day on which the Company consummates its business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
A total of $345,000,000 of
the proceeds from our IPO and the simultaneous sale of the Private Placement Warrants in a private placement transaction was placed in
our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S.
“government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days
or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of
Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the consummation of a business combination or (ii) the
distribution of the proceeds in the Trust Account as described below.
Approximately $36.2
million was held in the Trust Account. The mailing address of the Company’s principal executive office is 6 St Johns Lane,
Floor 5 New York, NY 10013.
You are not being asked
to vote on a business combination at this time. If the Extension to the Extended Date is implemented and you do not elect to redeem your
public shares, provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain
the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in
the event a business combination is approved and completed or we have not consummated a business combination by the applicable Termination
Date.
THE CHARTER AMENDMENT PROPOSAL
The Company is proposing to
amend its charter to extend the date by which we must consummate a business combination..
The sole purpose of the Charter
Amendment Proposal is to allow the Company more time to complete a business combination, give the Company further flexibility to retain
stockholders and meet NASDAQ continued listing requirements following any stockholder redemptions.
We are actively searching for
potential business combination opportunities. In the event that we enter into a definitive agreement for an initial business combination
prior to the Special Meeting, we will issue a press release and file a Current Report on Form 8-K with the SEC announcing a proposed business
combination.
If the Charter Amendment Proposal
is not approved, we will not redeem any shares in respect of which public stockholders have made an Election, and will, as promptly as
reasonably practicable, and in any event within 5 business days, return any shares tendered to the Company’s transfer agent prior
to the Special Meeting. Further, if the Charter Amendment is not approved and we do not consummate a business combination by September
8, 2023, in accordance with our charter, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights of the Public
Stockholders (as defined in the charter) as stockholders (including the right to receive further liquidating distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the
DGCL to provide for claims of creditors and other requirements of applicable law.
We reserve the right at any
time to cancel the Special Meeting and not to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment.
In the event the Special Meeting is cancelled, we may dissolve and liquidate in accordance with the charter.
The Board believes that given
our expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing
public stockholders an opportunity to consider a business combination and that it is in the best interests of our stockholders that we
obtain an Extension.
A copy of the proposed amendment
to the charter of the Company is attached to this Proxy Statement in Annex A.
Reasons for the Charter Amendment Proposal
The Company’s charter
provides that the Company has until September 8, 2023 to complete the purposes of the Company including, but not limited to, effecting
a business combination under its terms. The purpose of the proposed Extension is to allow the Company more time to complete its initial
business combination.
If the Charter Amendment Proposal
is approved and the Charter Amendment becomes effective, in the event that ACAH has not consummated a business combination by the Extended
Date, without approval of the holders of ACAH’s public shares, ACAH may, by resolution of the Board, if requested by the Sponsor,
and upon five days’ advance notice prior to the Termination Date, extend the Termination Date up to six times, each by one additional
month (for a total of up to twelve additional months to complete a business combination), provided that the Lender will deposit into the
Trust Account: for each such monthly extension, $0.03 for each public share that is not redeemed in connection with the Special Meeting
for an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection with the Special Meeting (if all six
additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by ACAH to the
Lender. If ACAH completes a business combination, it will, at the option of the Lender, repay the amounts loaned under the promissory
note or convert a portion or all of the amounts loaned under such promissory note into Class A common stock at a price equal to $10.00
per share. If ACAH does not complete a business combination by the applicable Termination Date, such promissory note will be repaid only
from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. For
illustrative purposes, if the Charter Amendment Proposal is approved and ACAH takes the maximum time to complete a business combination
through the exercise of each Extension available to the Board and the Sponsor, the redemption price per share at the meeting for such
business combination or ACAH’s subsequent liquidation would be approximately $10.61 per public share, based on the aggregate amount
on deposit in the Trust Account of approximately $36.2 million, and an aggregate of $0.36 to be deposited by the Lender, divided by the
total number of then outstanding public shares (assuming no public stock is redeemed in connection with the Special Meeting, and not giving
effect to the accrual of any further interest or any interest to be released to ACAH to pay its franchise and income taxes), in comparison
to the redemption price as of September 8, 2023 of approximately $10.25 per share.
While we are using our best
efforts to complete a business combination as soon as practicable, the Board believes that there will not be sufficient time before the
Original Termination Date to complete a business combination. Accordingly, the Board believes that in order to be able to consummate a
business combination, we will need to obtain an Extension. Without an Extension, the Board believes that there is significant risk that
we might not, despite our best efforts, be able to complete a business combination on or before September 8, 2023. If that were to occur,
we would be precluded from completing a business combination and would be forced to liquidate even if our stockholders are otherwise in
favor of consummating a business combination.
If the Extension to the Extended
Date is approved and implemented, we intend to complete a business combination as soon as possible and in any event on or before the applicable
Termination Date.
The Company’s IPO
prospectus and charter provide that the affirmative vote of the holders of at least 65% of the Company’s common stock
outstanding and entitled to vote on the matter is required to extend our corporate existence, except in connection with, and
effective upon, consummation of a business combination. Additionally, our IPO prospectus and charter provide for all public
stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described
above.
Because we continue to believe
that a business combination would be in the best interests of our stockholders, and because we will not be able to conclude a business
combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have
to complete a business combination beyond September 8, 2023 to the Extended Date. We intend to hold another stockholder meeting prior
to the Extended Date (or Additional Charter Extension Date, if applicable) in order to seek stockholder approval of a business combination.
We believe that the foregoing
charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period
if the Company failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe that, given
the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, circumstances
warrant providing public stockholders an opportunity to consider a business combination.
If the Charter Amendment Proposal is Not
Approved
Stockholder approval of the
Charter Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial
business combination. Therefore, our Board will abandon and not implement the Charter Amendment unless our stockholders approve the Charter
Amendment Proposal.
If the Charter Amendment Proposal
is not approved, we will not redeem any shares in respect of which public stockholders have made an Election, and will, as promptly as
reasonably practicable, and in any event within 5 business days, return any shares tendered to the Company’s transfer agent prior
to the Special Meeting. Further, if the Charter Amendment is not approved and we do not consummate a business combination by September
8, 2023, in accordance with our charter, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights of the Public
Stockholders (as defined in the charter) as stockholders (including the right to receive further liquidating distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the
DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution
from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event
of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account as a result of their ownership
of the Founder Shares, the Private Placement Warrants or any Class A common stock issued in connection with the conversion of the Founder
Shares.
If the Charter Amendment Proposal Is Approved
If the Charter Amendment Proposal
is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth
in Annex A hereto to extend the time it has to complete a business combination until the Extended Date (or Additional Charter
Extension Date, if applicable). The Company will remain a reporting company under the Exchange Act and its units, Class A common
stock and public warrants will remain publicly traded. The Company will then continue to work to consummate a business combination by
the Extended Date (or Additional Charter Extension Date, if applicable).
Notwithstanding stockholder
approval of the Charter Amendment Proposal, our Board will retain the right to abandon and not implement the Extension to the Extended
Date at any time without any further action by our stockholders. We reserve the right at any time to cancel the Special Meeting and not
to submit to our stockholders the Charter Amendment Proposal and implement the Charter Amendment. In the event the Special Meeting is
cancelled, we may dissolve and liquidate in accordance with the charter. Furthermore, the Board, in its discretion, may nevertheless decide
to liquidate the Company even prior to the applicable Termination Date if it is in the best interest of our stockholders.
You are not being asked to
vote on a business combination at this time. If the Extension to the Extended Date is implemented and you do not elect to redeem your
public shares, provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain
the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in
the event a business combination is approved and completed or we have not consummated a business combination by the applicable Termination
Date.
If the Charter Amendment
Proposal is approved, and the Extension to the Extended Date is implemented, the removal of the Withdrawal Amount from the Trust
Account in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that
will remain in the Trust Account if the Charter Amendment Proposal is approved, and the amount remaining in the Trust Account may be
only a small fraction of the approximately $36.2 million held in the Trust Account. We will not proceed with the Extension to the
Extended Date if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets
following approval of the Charter Amendment Proposal.
Redemption Rights
If the Charter Amendment Proposal
is approved, and the Extension to the Extended Date is implemented, each public stockholder may seek to redeem its public shares at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do not elect to
redeem their public shares in connection with the Extension to the Extended Date will retain the right to redeem their public shares in
connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination
by the applicable Termination Date.
TO EXERCISE YOUR REDEMPTION
RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY
AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING
DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE CHARTER AMENDMENT PROPOSAL PRIOR TO 5:00 P.M. EASTERN TIME
ON SEPTEMBER 6, 2023. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A STOCKHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL
HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES.
In connection with tendering
your shares for redemption, prior to 5:00 p.m. Eastern Time on September 6, 2023 (two business days before the Special Meeting),
you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State Street Plaza,
30th Floor, New York, New York 10004, Attn: SPAC Redemption Team, or to deliver your shares to the transfer agent electronically
using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement
for physical or electronic delivery prior to 5:00 p.m. Eastern Time on September 6, 2023 (two business days before the Special Meeting)
ensures that a redeeming holder’s election is irrevocable once the Charter Amendment Proposal is approved. In furtherance of such
irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.
Through the DWAC system, this
electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street
name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering
shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or
clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal
cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC
system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this
cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to
obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC,
and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment
decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates
and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will
be unable to redeem their shares.
Certificates that have not
been tendered in accordance with these procedures prior to 5:00 p.m. Eastern Time on September 6, 2023 (two business days before
the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder
tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may
withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting
not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make
such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the
Charter Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares
will be returned to the stockholder promptly following the determination that the Charter Amendment Proposal will not be approved. The
Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter Amendment
Proposal would receive payment of the redemption price for such shares soon after the completion of the Charter Amendment. The transfer
agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to
such stockholders.
If properly demanded, the Company
will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based upon
the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from
cash held in the Trust Account will be approximately $10.25 at the time of the Special Meeting. The closing price of the Company’s
Class A common stock on August 21, 2023, the most recent practicable date prior to the date of this proxy statement, was $10.35.
If you exercise your redemption rights, you will
be exchanging your shares of the Company’s Class A common stock for cash and will no longer own the shares. You will be entitled
to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer
agent prior to 5:00 p.m. Eastern Time on September 6, 2023 (two business days before the Special Meeting). The Company anticipates
that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter Amendment Proposal would
receive payment of the redemption price for such shares soon after the completion of the Extension to the Extended Date.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion
of certain material U.S. federal income tax considerations for holders of our Class A common stock with respect to the exercise of
redemption rights in connection with the approval of the Charter Amendment Proposal. This discussion is limited to certain U.S. federal
income tax considerations to beneficial owners of our Class A common stock who hold such stock as a capital asset within the meaning
of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is a summary
only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including
but not limited to the alternative minimum tax, the Medicare tax on certain net investment income and the different consequences that
may apply if you are subject to special rules that apply to certain types of investors, including but not limited to:
| · | our Sponsor, founders, officers or directors; |
| · | financial institutions or financial services entities; |
| · | governments or agencies or instrumentalities thereof; |
| · | regulated investment companies; |
| · | real estate investment trusts; |
| · | expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent or more (by vote or value) of our shares; |
| · | dealers or traders subject to a mark-to-market method of accounting with respect to the securities; |
| · | persons holding the securities as part of a “straddle,” constructive sale, hedge, conversion
or other integrated or similar transaction; |
| · | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
| · | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners
of such partnerships; |
| · | controlled foreign corporations; and |
| · | passive foreign investment companies. |
If a partnership (including
an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or other pass-through entity holds our Class A
common stock, the U.S. federal income tax treatment of a partner in such partnership or equityholder in such pass-through entity generally
will depend upon the status of the partner or equityholder, upon the activities of the partnership or other pass-through entity and upon
certain determinations made at the partner or equityholder level. Accordingly, we urge partners in partnerships (including entities or
arrangements treated as partnerships for U.S. federal income tax purposes) and equityholders in other pass-through entities considering
the purchase of our Class A common stock to consult their tax advisors regarding the U.S. federal income tax considerations of the
purchase, ownership and disposition of our securities by such partnership or pass-through entity.
This discussion is based on
the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date
hereof, which are subject to change, possibly on a retroactive basis, and changes to any of which subsequent to the date of this prospectus
may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or
any U.S. federal taxes other than income taxes (such as gift and estate taxes).
We have not sought, and will
not seek, a ruling from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described
herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance
that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements
in this discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular
situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.
WE URGE HOLDERS OF OUR CLASS
A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL,
STATE, LOCAL, AND FOREIGN AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations to U.S.
Holders
This section is addressed to
U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For
purposes of this discussion, a “U.S. Holder” is a beneficial owner who or that is, for U.S. federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
| · | a corporation (including other entity taxable as a corporation) organized in or under the laws of the
United States, any state thereof or the District of Columbia; |
| · | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless
of its source; or |
| · | a trust, if (i) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions
of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person. |
Redemption of Class A Common Stock
In the event that a U.S. Holder’s
Class A common stock is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the
redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. Whether the redemption qualifies for
sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder (including any stock
constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the redemption.
The redemption of Class A common stock generally will be treated as a sale of the Class A common stock (rather than as a corporate
distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results
in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to
a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any
of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares
of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned
by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as
well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A common stock
which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage
of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A
common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned by the
U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all
of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock
actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific
rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption
of the Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful
reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction
in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated
in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation
who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests
are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described below under “U.S.
Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.” After the application of
those rules, any remaining tax basis of the U.S. holder in the redeemed Class A common stock will be added to the U.S. holder’s
adjusted tax basis in its remaining stock, or, if it has none, to the U.S. holder’s adjusted tax basis in its warrants or possibly
in other stock constructively owned by it.
U.S. Holders of our Class A
common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their
Class A common stock of the Company will be treated as a sale or as a distribution under the Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If the redemption qualifies
as a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital
gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A common stock so disposed
of exceeds one year. It is unclear, however, whether the redemption rights with respect to the Class A common stock may suspend the
running of the applicable holding period for this purpose. If the running of the holding period for the Class A common stock is suspended,
then non-corporate U.S. holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment,
in which case any gain on a sale or taxable disposition of the Class A common stock would be subject to short-term capital gain treatment
and would be taxed at regular ordinary income tax rates. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the
difference between (i) the amount of cash received in such redemption (or, if the Class A common stock is held as part of a
unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common
stock based upon the then fair market values of the Class A common stock and the one-half of one warrant included in the unit) and
(ii) the U.S. Holder’s adjusted tax basis in its Class A common stock so redeemed. A U.S. Holder’s adjusted tax
basis in its Class A common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase
price of a unit allocated to a share of Class A common stock or the U.S. Holder’s initial basis for Class A common stock
upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gains realized by a non-corporate
U.S. Holder generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations.
Taxation of Distributions
If the redemption does not qualify as a sale of
Class A common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders
generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings
and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings
and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted
tax basis in our Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of
the Class A common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain
or Loss on a Redemption of Class A Common Stock Treated as a Sale.” Dividends we pay to a U.S. Holder that is a taxable
corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions
(including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and
provided certain holding period requirements are met, dividends we pay to a non- corporate U.S. Holder generally will constitute “qualified
dividends” that will be subject to tax at preferential long-term capital gains rates. It is unclear whether the redemption rights
prior to our initial business combination with respect to the Class A common stock may prevent a U.S. holder from satisfying the
applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend
income, as the case may be. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the
dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject
to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
U.S. Federal Income Tax Considerations to Non-U.S.
Holders
This section is addressed to
Non-U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash.
For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner who or that is for U.S. federal income tax purposes:
| · | a non-resident alien individual; |
| · | a foreign corporation; or |
| · | an estate or trust that is not a U.S. holder; |
but generally does not include
an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual,
you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other
disposition of our securities.
Redemption of Class A Common Stock
The characterization for United
States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A common stock generally will correspond
to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A common stock, as described
under “U.S. Federal Income Tax Considerations to U.S. Holders.”
Non-U.S. Holders of our Class A
common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their
Class A common stock of the Company will be treated as a sale or as a distribution under the Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If the redemption qualifies
as a sale of Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding
tax in respect of gain recognized on a sale of its Class A common stock of the Company, unless:
| · | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within
the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained
by the Non-U.S. Holder); or |
| · | we are or have been a “U.S. real property holding corporation” for United States federal income
tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S.
Holder held our Class A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established
securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time
within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of
our Class A common stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an
established securities market for this purpose. |
Unless an applicable treaty
provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income
tax rates as if the Non-U.S. holder were a United States resident. Any gains described in the first bullet point above of a Non-U.S. holder
that is a foreign corporation may also be subject to an additional “branch profits tax” at a thirty percent rate (or
lower treaty rate).
Taxation of Distributions
If the redemption does not
qualify as a sale of Class A common stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions
we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings
and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes
and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the
United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder
is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility
for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first
as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to
the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition
of the Class A common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S.
Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock.”
Dividends we pay to a Non-U.S.
Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and,
if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder) generally
will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure
requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends generally will be subject to United States federal income
tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption
or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that
are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may
be specified by an applicable income tax treaty).
AS PREVIOUSLY NOTED ABOVE,
THE FOREGOING DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND
IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY STOCKHOLDER. WE ONCE AGAIN URGE YOU TO CONSULT WITH
YOUR OWN TAX ADVISER TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU (INCLUDING THE APPLICATION AND EFFECT OF ANY U.S. FEDERAL, STATE,
LOCAL OR FOREIGN OR OTHER TAX LAWS) OF THE RECEIPT OF CASH IN EXCHANGE FOR SHARES IN CONNECTION WITH THE CHARTER AMENDMENT PROPOSAL.
THE SPECIAL MEETING
Overview
Date, Time and
Place. The Special Meeting of the Company’s stockholders will be held at 4:00 PM Eastern Time on
September 8, 2023 as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Special Meeting
via a live webcast available at https://www.cstproxy.com/ atlanticcoastalacquisition/sm2023. If you plan to attend the virtual
online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting. The meeting will
be held virtually over the internet by means of a live audio webcast. Only certain stockholders who own shares of our common stock
as of the close of business on the record date will be entitled to attend the virtual meeting.
To register for the virtual
meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.
If your shares are registered
in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to https://www.cstproxy.com/atlanticcoastalacquisition/sm2023,
enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting
link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control
number. Pre-registration is recommended but is not required in order to attend.
Beneficial stockholders who
wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker,
or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com.
Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend
and participate in the online-only meeting. After contacting our transfer agent a beneficial holder will receive an e-mail prior to the
meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent no later
than 72 hours prior to the meeting date.
Stockholders will also have
the option to listen to the Special Meeting by telephone by calling:
| · | Within the U.S. and Canada: +1 800-450-7155 (toll-free) |
| · | Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
The passcode for telephone
access: 6161282#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as
described herein.
Voting Power; record date. You
will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned certain of the Company’s Class A common
stock at the close of business on August 23, 2023, the record date for the Special Meeting. You will have one vote per proposal for each
share of the Company’s common stock you owned at that time. The Company’s warrants do not carry voting rights.
Votes
Required. Approval of the Charter Amendment Proposal will require the affirmative vote of holders of at least
65% of the Company’s common stock outstanding and entitled to vote on the matter on the record date. If you do not vote or if
you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will
have the same effect as “AGAINST” votes.
At the close of business on
the record date of the Special Meeting, there were 12,157,610 shares of Class A common stock and 1 share of Class B common stock
outstanding. Of such shares of common stock, 8,624,999 are not entitled to vote until after the closing of a business combination (which
amount represents converted Founder Shares), leaving 3,532,611 shares of Class A common stock and 1 share of Class B common stock eligible
to vote at the Special Meeting.
If you do not want the Charter
Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Charter Amendment. You will be entitled to
redeem your public shares for cash in connection with this vote whether or not you vote on the Charter Amendment Proposal so long as you
elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Charter
Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to
approve the Charter Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the
Charter Amendment Proposal.
Proxies; Board Solicitation;
Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the
Special Meeting. The Company has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. No recommendation
is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you
grant a proxy, you may still revoke your proxy and vote your shares online at the Special Meeting if you are a holder of record of the
Company’s common stock. You may contact the Proxy Solicitor at (800) 662-5200 (toll free) or by email at ACAH.info@investor.morrowsodali.com.
Required Vote
The affirmative vote by
holders of at least 65% of the Company’s common stock outstanding and entitled to vote on the matter, is required to approve
the Charter Amendment Proposal. If the Charter Amendment Proposal is not approved, the Charter Amendment will not be implemented
and, if a business combination has not been consummated, the Company will be required by its charter to (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to
pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and
outstanding public shares, which redemption will completely extinguish the rights of the Public Stockholders (as defined in the
charter) as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the
Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the
DGCL to provide for claims of creditors and other requirements of applicable law. Stockholder approval of the Charter Amendment is
required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business
combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve the Charter
Amendment Proposal. Notwithstanding stockholder approval of the Charter Amendment Proposal, our Board will retain the right to
abandon and not implement the Charter Amendment at any time without any further action by our stockholders.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation
of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board and special advisors have interests
that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
| · | the fact that our Sponsor holds 8,475,000 Founder Shares and 6,066,667 Private Placement Warrants. In
addition, each of our independent directors owns 50,000 Founder Shares. All of such investments may expire worthless if a business combination
is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive rate of return
on their overall investment in the combined company, even if other holders of our common stock experience a negative rate of return, due
to having initially purchased the Founder Shares for $25,000; |
| · | the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an
initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the
Trust Account are not reduced below the lesser of (i) $10.00 per public share and (ii) such
lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the
value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes (less up to $100,000
of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek
access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities,
including liabilities under the Securities Act; and |
| · | the fact that none of our officers or directors has received any cash compensation for services rendered
to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of
the special meeting to vote on a proposed business combination and may even continue to serve following any potential business combination
and receive compensation thereafter. |
Additionally, if the Charter
Amendment Proposal is approved and we consummate an initial business combination, our Sponsor, officers and directors may have additional
interests as will be described in the proxy statement for a business combination.
The Board’s Reasons for the Charter Amendment
Proposal and Its Recommendation
As discussed below, after careful
consideration of all relevant factors, our Board has determined that the Charter Amendment is in the best interests of the Company and
its stockholders. Our Board has approved and declared advisable adoption of the Charter Amendment Proposal and recommends that you vote
“FOR” such proposal.
Our charter provides that the
Company has until September 8, 2023 to complete the purposes of the Company including, but not limited to, effecting a business combination
under its terms. While we are using our best efforts to complete a business combination as soon as practicable, the Board believes that
there will not be sufficient time before the Original Termination Date to complete a business combination. Accordingly, the Board believes
that in order to be able to consummate a business combination, we will need to obtain an Extension. Without an Extension, the Board believes
that there is significant risk that we might not, despite our best efforts, be able to complete a business combination on or before September
8, 2023. If that were to occur, we would be precluded from completing a business combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating a business combination.
Our charter states that if
the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of the
Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination before September
8, 2023, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon
such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that this charter
provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably long period if
the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
In addition, the
Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of the Company’s
common stock outstanding and entitled to vote on the matter, is required to extend our corporate existence, except in connection with, and
effective upon the consummation of, a business combination. We believe that, given the Company’s expenditure of time, effort
and money searching for potential business combination opportunities, circumstances warrant providing public stockholders an
opportunity to consider a business combination. Because we continue to believe that a business combination would be in the best
interests of our stockholders, the Board has determined to seek stockholder approval to extend the date by which we have to complete
a business combination beyond September 8, 2023 to the Extended Date (or Additional Charter Extension Date, if applicable), in the
event we cannot consummate a business combination by September 8, 2023.
The Company is not asking you
to vote a business combination at this time. If the Extension to the Extended Date is implemented and you do not elect to redeem your
public shares, you will retain the right to vote on a business combination in the future and the right to redeem your public shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a business combination is approved
and completed or the Company has not consummated another business combination by the applicable Termination Date. After careful consideration
of all relevant factors, the Board determined that the Charter Amendment is in the best interests of the Company and its stockholders.
Recommendation of the Board
Our Board unanimously recommends
that our stockholders vote “FOR” the approval of the Charter Amendment Proposal.
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if
adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with,
the approval of the Charter Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond September 8, 2023.
Consequences if the Adjournment Proposal is
Not Approved
If the Adjournment Proposal
is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there
are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.
Vote Required for Approval
The approval of the Adjournment
Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special
Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special
Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the
determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
Recommendation of the Board
Our Board unanimously recommends
that our stockholders vote “FOR” the approval of the Adjournment Proposal.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets
forth information regarding the beneficial ownership of our common stock as of the record date by:
| · | each person known by us to be the beneficial owner of 5% or more of
our outstanding shares of common stock; |
| · | each of our executive officers and directors that beneficially owns shares of our common stock; |
| · | and all our executive officers and directors as a group. |
The following table sets
forth information regarding the beneficial ownership of our Class A common stock, our Class B common stock, and our Class A common stock
and Class B common stock voting together as a single group. The percentage ownership of our common stock is based on 12,157,611 shares
of our common stock outstanding as of the record date, consisting of 12,157,610 shares of our Class A common stock and 1 share of our
Class B common stock issued and outstanding. Of such shares of common stock, 8,624,999 are not entitled to vote until after the closing
of a business combination (which amount represents converted Founder Shares), leaving 3,532,611 shares of Class A common stock and 1 share
of Class B common stock eligible to vote at the Special Meeting.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them. The following table does not reflect record or beneficial ownership of the warrants offered in our IPO or the private placement
warrants as such warrants are not exercisable within 60 days of the record date.
| |
| Class A Common Stock
Beneficially Owned
| |
| Class B Common Stock
Beneficially Owned (2)
| |
| | |
Name and Address of Beneficial
Owner(1) | |
| Number of
Shares | |
| % | |
| | |
| | |
| | |
Directors and Executive Officers | |
| | |
| | |
| | |
| | |
| | |
Atlantic Coastal Acquisition Management LLC (3) | |
| 8,474,999 | |
| 69.7 | % |
| 1 | |
| 100 | % |
| * | |
Shahraab Ahmad (3) | |
| 8,474,999 | |
| 69.7 | % |
| 1 | |
| 100 | % |
| * | |
Burt Jordan (4) | |
| - | |
| - | |
| - | |
| - | |
| - | |
Anthony D. Eisenberg (4) | |
| - | |
| - | |
| - | |
| - | |
| - | |
Jason Chryssicas (4) | |
| - | |
| - | |
| - | |
| - | |
| - | |
Ned Sizer (4) | |
| - | |
| - | |
| - | |
| - | |
| - | |
Joanna Lord | |
| 50,000 | |
| * | |
| - | |
| - | |
| * | |
Bryan Dove (4) | |
| 50,000 | |
| * | |
| - | |
| - | |
| * | |
Iqbaljit Kahlon (4) | |
| 50,000 | |
| * | |
| - | |
| - | |
| * | |
All executive officers and directors as a group (8 persons) (5) | |
| 8,624,999 | |
| 70.9 | % |
| 1 | |
| 100.0 | % |
| * | |
* |
Less than 1%. |
(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Atlantic Coastal Acquisition Corp., 6 St Johns Lane, Floor 5, New York, NY 10013. |
(2) |
Interests shown consist solely of founder shares, classified as Class B common stock. Such Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment. |
(3) |
Atlantic Coastal Acquisition Management LLC, our Sponsor, is the record holder of the shares reported herein. Shahraab Ahmad is the manager and the majority owner of our Sponsor. Accordingly, Mr. Ahmad may be deemed to beneficially own all of the shares held by our Sponsor. Mr. Ahmad disclaims beneficial ownership of any securities held by our Sponsor except to the extent of his pecuniary interest therein. |
(4) |
Does not include any shares held by our Sponsor. This individual is a member of our Sponsor but does not have voting or dispositive control over the shares held by our Sponsor. |
(5) |
The shares of Class A common stock reported herein are Founder Shares that were converted into Class A common stock. Such shares do not have the right to vote at the Special Meeting |
STOCKHOLDER PROPOSALS
If the Charter Amendment Proposal
is approved, we anticipate that the 2023 annual meeting of stockholders will be held no later than December 31, 2023.
Our bylaws provide notice
procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting.
Notice of a nomination or proposal must be delivered to us not later than the close of business on the 90th day nor earlier than the
opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary
date (30 days after in case of a nomination), notice by the stockholder to be timely must be so delivered not earlier than the close
of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before
the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual
meeting is first made by us. Accordingly, for our 2023 Annual Meeting, assuming the meeting is held on or about December 31, 2023,
notice of a nomination or proposal must be delivered to us no later than October 2, 2023 and no earlier than September 4, 2023. Nominations
and proposals also must satisfy other requirements set forth in the bylaws. The Chairman of the Board may refuse to acknowledge the introduction
of any stockholder proposal not made in compliance with the foregoing procedures.
HOUSEHOLDING INFORMATION
Unless we have received contrary
instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe
the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information
received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure
documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly,
if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our
disclosure documents, the stockholders should follow these instructions:
| · | If the shares are registered in the name of the stockholder, the stockholder should contact us at IR@atlanticcoastal.io
to inform us of his or her request; or |
| · | If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or
other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements
and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy
Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If you would like additional
copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special Meeting, you should contact
the Company’s proxy solicitation agent at the following address, telephone number and email:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: ACAH.info@investor.morrowsodali.com
You may also obtain these documents
by requesting them via e-mail from the Company at IR@atlanticcoastal.io.
If you are a stockholder of
the Company and would like to request documents, please do so by August 31, 2023, in order to receive them before the Special Meeting.
If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
Annex A
AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLANTIC COASTAL ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
ATLANTIC COASTAL ACQUISITION
CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does
hereby certify as follows:
| 1. | The name of the Corporation is Atlantic Coastal Acquisition Corp. The Corporation’s Certificate
of Incorporation was filed with the office of the Secretary of State of the State of Delaware on December 7, 2020 (the “Original
Certificate”). An Amended and Restated Certificate of Incorporation was filed with the office of the Secretary of State of the
State of Delaware on March 5, 2021 (the “Amended and Restated Certificate of Incorporation”), and a Second Amended
and Restated Certificate of Incorporation was filed with the office of the Secretary of State of the State of Delaware on March 2, 2023
(the “Second Amended and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Second Amended and Restated Certificate of Incorporation amends the Second Amended
and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Second Amended and Restated Certificate of Incorporation was duly adopted by the
affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows: |
“Immediately after the Offering,
a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the
underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form
S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021, as amended
(the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established
for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except
for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held
in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business
Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) not previously properly redeemed in accordance with
clause (iii) below if the Corporation is unable to complete its initial Business Combination by March 8, 2024 (the “Termination
Date”) (or up to September 8, 2024, if applicable in accordance with
this Section 9.1(b)) or such earlier date as determined by the Board and (iii) the redemption of shares in connection with a vote
seeking to amend such provisions of this Certificate as described in Section 9.7 hereof. Holders of shares of Common
Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were
purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers
or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
In the event that the Corporation has not consummated an initial Business Combination
by the Termination Date, the Board may, without another stockholder vote, elect to extend the period of time to consummate a Business
Combination on a monthly basis for up to six times by an additional one month each time after March 8, 2024, by resolution of the Board
if requested by Atlantic Coastal Acquisition Management LLC (the “Sponsor”), and upon five days’ advance notice
prior to the applicable Termination Date, until September 8, 2024, provided that the Sponsor (or one or more of its affiliates or permitted
designees) (the “Lender”) will deposit into the Trust Account $0.03 for each then-outstanding Offering Share for each
such monthly extension for an aggregate deposit of up to $0.18 for each then-outstanding Offering Share (if all six additional monthly
extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Corporation to the Lender.
If the Corporation completes its initial Business Combination, it will, at the option of the Lender, repay the amounts loaned under the
promissory note or convert a portion or all of the amounts loaned under such promissory note into Class A Common Stock at a price equal
to $10.00 per share. If the Corporation does not complete a Business Combination by the Termination Date, the loans will be repaid only
from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
| 5. | The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows: |
“In the event that the Corporation
has not consummated an initial Business Combination by the Termination Date (or
up to September 8, 2024, if applicable in accordance with Section 9.1(b) above) or such earlier date as determined by the Board,
the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering 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, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of interest to pay dissolution
expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public
Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with
applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims
of creditors and other requirements of applicable law.”
| 6. | The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows: |
“Additional Redemption Rights.
If, in accordance with Section 9.1(a) hereof, any amendment is made to this Certificate (a) to modify the substance or
timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business
Combination by Termination Date (or up to September 8, 2024, if applicable in
accordance with Section 9.1(b) above) or such earlier date as determined by the Board or (b) with respect to any other material
provisions of this Certificate relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders
shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the
Corporation to pay its taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment
will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem
due to the Redemption Limitation.”
IN WITNESS WHEREOF,
Atlantic Coastal Acquisition Corp. has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its
name and on its behalf by an authorized officer as of this day of [___], 2023.
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ATLANTIC COASTAL ACQUISITION CORP. |
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By: |
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Name: |
Shahraab Ahmad |
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Title: |
Chief Executive Officer |
ATLANTIC COASTAL ACQUISITION CORP.
6 St Johns Lane, Floor 5
New York, NY 10013
SPECIAL MEETING OF STOCKHOLDERS
September 8, 2023
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 8, 2023
The undersigned, revoking
any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated September 1,
2023, in connection with the special meeting to be held at 4:00 PM Eastern Time on September 8, 2023 as a virtual meeting (the
“Special Meeting”) for the sole purpose of considering and voting upon the following proposals, and hereby appoints
Shahraab Ahmad and Jason Chryssicas (with full power to act alone), the attorneys and proxies of the undersigned, with full power of
substitution to each, to vote all shares of the common stock of the Company registered in the name provided, which the undersigned
is entitled to vote at the Special Meeting and at any adjournments thereof, with all the powers the undersigned would have if
personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to
vote or act as follows on the proposals set forth in the accompanying Proxy Statement.
THIS PROXY, WHEN EXECUTED,
WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE CHARTER AMENDMENT
PROPOSAL (PROPOSAL 1), AND “FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 2), IF PRESENTED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
ALL PROPOSALS.
Important Notice Regarding
the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on September 8, 2023: This notice of meeting and
the accompanying proxy statement are available at https://www.cstproxy.com/atlanticcoastalacquisition/sm2023/proxy.
Proposal 1 — Charter Amendment Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
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Amend the Company’s second amended and restated certificate of incorporation to (i) extend the date (the “Termination Date”) by which the Company has to complete a business combination from September 8, 2023 (the “Original Termination Date”) to March 8, 2024 (the “Extended Date) or such earlier date as determined by the Board of Directors and to allow the Company, without another vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time after the Extended Date, by resolution of the Company’s board of directors, if requested by Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company, and upon five days’ advance notice prior to the applicable Termination Date, until September 8, 2024 or a total of up to 12 months after the Original Termination Date. |
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Proposal 2 — Adjournment Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
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Approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal, which we refer to as the “Adjournment Proposal.” |
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Dated: , 2023 |
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Stockholder’s Signature |
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(Stockholder’s Signature if held Jointly) |
Signature should agree with
name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators,
trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN
THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL
1, AND “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 2, IF SUCH PROPOSAL IS PRESENTED AT THE SPECIAL MEETING. THIS PROXY WILL REVOKE
ALL PRIOR PROXIES SIGNED BY YOU.
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