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:
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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
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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, 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