ACAHU Atlantic Coastal Acquisition Corporation

 

 

united states

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 17, 2023

 

ATLANTIC COASTAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40158		85-4178663
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

6 St Johns Lane, Floor 5 New York, NY		10013
(Address of principal executive offices)		(Zip Code)

 

(248) 890-7200

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant		ACAHU		The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units		ACAH		The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		ACAHW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

Atlantic Coastal Acquisition Corp. (the “Company”) was unable to file its quarterly report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”) with the Securities and Exchange Commission (the “SEC”) by August 14, 2023, the statutory deadline to file the Report.

 

On August 17, 2023, the Company received notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Nasdaq’s continued listing standards (the “Listing Rules”) as set forth in Listing Rule 5250(c)(1) given the Company’s failure to timely file the Report. Consistent with the Listing Rules, the Company has 60 calendar days from the date of the Notice to provide Nasdaq with a specific plan to achieve and sustain compliance with the Listing Rules. The Company expects to file the Report in the coming weeks.

 

On August 25, 2023, the Company issued a press release (the “August 25th Press Release”) disclosing receipt of the Notice. A copy of the press release is included herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 8.01

Other Events

 

On August 18, 2023, the Company filed a Form 8-K and issued a press release announcing that it would redeem all of its outstanding shares of Class A common stock, effective as of August 18, 2023, because the Company would not consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation.

 

As disclosed in the August 25th Press Release, the Company no longer intends to redeem all of its outstanding shares of Class A common stock and is seeking stockholder approval to extend the termination date to consummate a business combination beyond September 8, 2023. The Company filed a preliminary proxy statement on August 22, 2023 and an amendment to such preliminary proxy statement on September 5, 2023 (collectively, the “Preliminary Proxy Statement”) in connection with such extension.

 

On September 6, 2023, the Company filed a definitive proxy statement (the “Definitive Proxy Statement”) in connection with such extension. On September 6, 2023, the Company issued a press release (the “September 6th Press Release”) highlighting the disclosure in the Definitive Proxy Statement that differs from disclosure in the Preliminary Proxy Statement. A copy of the September 6th Press Release is included herewith as Exhibit 99.2 and incorporated herein by reference. 

 

Finally, the Company hereby confirms (i) that the trustee of the Company’s Trust Account (the “Trust Account”), at the instruction of the Company, liquidated the securities in the Trust Account on March 22, 2023, and (ii) as a result of such liquidation, all funds in the Trust Account are currently held in cash in a bank demand deposit account. The Company plans to disclose this in the Report.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated August 25, 2023
99.2		Press Release dated September 6, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 6, 2023

 

	ATLANTIC COASTAL ACQUISITION CORP.
	By:	/s/ Shahraab Ahmad
		Shahraab Ahmad
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

Atlantic Coastal Acquisition Corp. Announces Plans to Extend Deadline to Complete Initial Business Combination.

The Company Also Received a Notice of Non-compliance from Nasdaq for Failure to Timely File its Second Quarter 2023 Form 10-Q

 

NEW YORK, N.Y., August 25, 2023 – Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) (the “Company”), a special purpose acquisition corporation, today announced that its Board of Directors approved to extend the date by which the Company would be required to consummate a business combination (“Extension”). This announcement follows a prior announcement on August 18, 2023 whereby the Company announced it would redeem its public shares. This Extension is subject to approval of the Company’s shareholders at the Special Meeting that is currently scheduled for September 8, 2023.

 

For further information related to Extension and/or Special Meeting, please see the Company’s Schedule 14A Preliminary Proxy Statement that was filed on August 22, 2023, as well as any updates to this filing.

 

The Company also received a notice of non-compliance from Nasdaq for failure to timely file its second quarter 2023 Form 10-Q. The Company is working to complete its Form 10-Q filing and expects to have this completed in the coming weeks.

 

About Atlantic Coastal Acquisition Corp.

 

Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) is a special purpose acquisition company focused on the future of mobility. On March 8, 2021, Atlantic Coastal announced the closing of its IPO and listing on Nasdaq. The Atlantic Coastal team is led by Chairman and CEO Shahraab Ahmad, and President and Director Burt Jordan. For more information, please visit www.atlanticcoastalacquisition.com.

 

Forward-Looking Statements

 

This press release may contain statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s 10-K filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

 

 

Exhibit 99.2

 

IMPORTANT: Atlantic Coastal Acquisition Corp. Files Definitive Proxy Statement in Connection with Plan to Extend the Amount of Time the Company has to Consummate a Business Combination.

 

NEW YORK, N.Y., September 6, 2023 – Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) (the “Company”), a special purpose acquisition corporation, today announced that it filed a Schedule 14A Definitive Proxy Statement on September 6, 2023 (the “Definitive Proxy Statement”) in connection with a special meeting (the “Special Meeting”) to extend the amount of time the Company has to consummate a business combination (the “Extension”). This filing follows the Company’s Schedule 14A Preliminary Proxy Statement that was filed on August 22, 2023 and the amendment thereto that was filed on September 5, 2023 (collectively, the “Preliminary Proxy Statement”) in connection with the Special Meeting.

 

The Company intends to mail the Definitive Proxy Statement as promptly as possible. Notwithstanding the content of any prior mailings distributed to stockholders in connection with the Special Meeting, the Definitive Proxy Statement contains disclosure concerning (a) the potential effects of the Extension on the Company’s continued eligibility to be listed on Nasdaq, (b) corrections of figures included in the Preliminary Proxy Statement concerning the per share redemption price in connection with the Special Meeting and the amount in the Company’s trust account (the “Trust Account”), (c) additional information regarding the liquidation of the securities previously held in the Trust Account, and (d) a modification of the deadline by which stockholders must elect to redeem their Class A common stock prior to the Special Meeting.

 

Stockholders should read such disclosure prior to casting their votes in connection with the Special Meeting.

 

Notwithstanding the above, voting instructions (including control numbers) that stockholders received in any prior mailings in connection with the Special Meeting are still applicable as of this date.

 

About Atlantic Coastal Acquisition Corp.

 

Atlantic Coastal Acquisition Corp. (NASDAQ: ACAH) is a special purpose acquisition company focused on the future of mobility. On March 8, 2021, Atlantic Coastal announced the closing of its IPO and listing on Nasdaq. The Atlantic Coastal team is led by Chairman and CEO Shahraab Ahmad, and President and Director Burt Jordan. For more information, please visit www.atlanticcoastalacquisition.com.

 

Forward-Looking Statements

 

This press release may contain statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s 10-K filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

 

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Cover	Aug. 17, 2023
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Aug. 17, 2023
Entity File Number	001-40158
Entity Registrant Name	ATLANTIC COASTAL ACQUISITION CORP.
Entity Central Index Key	0001836274
Entity Tax Identification Number	85-4178663
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6 St Johns Lane
Entity Address, Address Line Two	Floor 5
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	248
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
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Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	ACAHU
Security Exchange Name	NASDAQ
Shares of Class A common stock included as part of the units [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	ACAH
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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