ACAHU Atlantic Coastal Acquisition Corporation

 

 

united states

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 29, 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 or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

1 Woodbury Mews, Dun Laoghaire Dublin, Ireland, A96 ED72		A96 ED72
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 353 (0) 8706 50447

 

Not Applicable

(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 obligation of the registrant under any of the following provisions:

 

¨	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 Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

 

Emerging growth company x

 

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

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Sponsor Membership Interest Purchase Agreement

 

On September 29, 2023, Atlantic Coastal Acquisition Corp., a Delaware corporation and a special purpose acquisition company (the “Company”), entered into a Sponsor Membership Interest Purchase Agreement (the “Purchase and Sponsor Handover Agreement”) with Porche Capital LTD, a Republic of Ireland company (the “Buyer”), Anthony (Tony) Porcheron (“Principal”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company and the sponsor of the Company (the “Sponsor”), and Shahraab Ahmad, solely in his capacity as managing member of the Sponsor (“Ahmad”), pursuant to which (i) the Sponsor agreed to sell, and the Buyer agreed to purchase, 55% of the membership interests of the Sponsor (the “Transferred Interests”), entitling the Buyer to the allocation of approximately 4,465,867 shares of Class A common stock, one share of Class B common stock and 3,336,667 private placement warrants to acquire 1,112,222 shares of Class A common stock for a total purchase price of $1.00, and (ii) the assumption of certain accrued expenses of the Company, approximating $420,000 in the aggregate, principally relating to an amendment to the Company’s Amended and Restated Certificate of Incorporation for the extension of the date by which the Company is required to consummate its initial business combination, including reimbursement for amounts paid and payable for legal services incurred by the Company in connection with the negotiation and preparation of the Purchase and Sponsor Handover Agreement and the transactions contemplated thereby (which transactions are hereinafter referred to as the “Sponsor Handover”).

 

The Purchase and Sponsor Handover Agreement contained customary representations and warranties of the parties. The representations and warranties of each party set forth in the Purchase and Sponsor Handover Agreement were made solely for the benefit of the other parties to the Purchase and Sponsor Handover Agreement, and stockholders of the Company are not third-party beneficiaries of those representations and warranties. In addition, those representations and warranties (a) were subject to materiality and other qualifications contained in the Purchase and Sponsor Handover Agreement, which may differ from what may be viewed as material by stockholders of the Company, (b) were made only as of the date of the Purchase and Sponsor Handover Agreement or such other date as is specified in the Purchase and Sponsor Handover Agreement and (c) may have been included in the Purchase and Sponsor Handover Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase and Sponsor Handover Agreement is included with this filing only to provide stockholders of the Company with information regarding the terms of the Purchase and Sponsor Handover Agreement, and not to provide stockholders of the Company with any other factual information regarding any of the parties or their respective businesses.

 

The foregoing description of the Purchase and Sponsor Handover Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

 

The closing of the transactions contemplated by the Purchase and Sponsor Handover Agreement (the “Closing”), occurred on October 2, 2023 (the “Closing Date” or the “Director and Officer Handover Date”). At the Closing, Shahraab resigned as the managing member of the Sponsor and Anthony (Tony) Porcheron became managing member of the Sponsor.

 

 

At the Closing, the existing management team (comprised of Shahraab Ahmad, Burt Jordan, Anthony Eisenberg, Jason Chryssicas and Ned Sizer) delivered their resignations as officers of the Company, and a new management team, comprised of Anthony (Tony) Porcheron, Khash – Erdene Gantumur and Tsogtgerel Bayanjargal (the “Management Designees”), assumed their positions as officers of the Company. Within ten days following the Closing, the existing members of the Board of Directors (other than Shahraab Ahmad and Iqbaljit Kahlon) are to deliver their resignations, and new members of the Board of Directors, comprised of Tseren Purev and Chandra Panchal (the “Initial Board Designees”), are to become members of the Board of Directors of the Company. As a result of the foregoing, all of the former officers have been replaced by the newly appointed officers and all of the existing directors of the Company (other than Shahraab Ahmad and Iqbaljit Kahlon, who will continue as directors) will be replaced by the Initial Board Designees, and the Initial Board Designees, Shahraab Ahmad and Iqbaljit Kahlon will constitute the Board of Directors. Consequently, since the entire Board of Directors consists of five members, there will be a vacancy of one member on the Board until the 10^th day following the mailing by the Company of an Information Statement to the stockholders of the Company advising them of the Sponsor Handover and the transactions contemplated by the Purchase and Sponsor Handover Agreement, including the change in control of a majority of the Board of Directors, pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14(f) thereunder (the “Schedule 14F Change in Control Date”), at which time Iqbaljit Kahlon will resign as a director and Anthony (Tony) Porcheron and Bartholomew Pan-Kita (the “Schedule 14F Board Designees,” and together with the Initial Board Designees, the “New Board Designees”) will become members of the Board of Directors.

 

In connection with the Sponsor Handover, the Sponsor transferred the remaining 45% of the membership interests, entitled to approximately 3,653,892 shares of Class A common stock and 2,730,000 private placement warrants to acquire 910,000 shares of Class A common stock, to a separate limited liability company, of which Shahraab Ahmad is the managing member.

  

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “would,” “will be” “seeks,” or other similar expressions. These forward-looking statements include, but are not limited to, statements whether or not the Sponsor Handover or the Director and Management Handover will be completed, and the timing of, and expectations in relation to, any of the foregoing matters. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) As discussed in Item 1.01, in connection with the Sponsor Handover pursuant to the Purchase and Sponsor Handover Agreement, Shahraab Ahmad (Chairman of the Board of Directors) and Chief Executive Officer), Burt Jordan (President), Anthony Eisenberg (Chief Strategy Officer), Jason Chryssicas (Chief Financial Officer) and Ned Sizer (Chief Operating Officer) have resigned from their respective positions as officers of the Company, and the existing members of the Board of Directors (other than Shahraab Ahmad, who will continue as a director of the Company and Iqbaljit Kahlon who will continue as a director until the Schedule 13D Change in Control Date) will resign as directors of the Company.

 

(c) As discussed in Item 1.01, in connection with the Sponsor Handover pursuant to the Purchase and Sponsor Handover Agreement, the following individuals will become officers of the Company:

 

 

Anthony (Tony) Porcheron, Chief Executive Officer

 

Anthony (Tony) Porcheron, age 54, has been Managing Director and Chief Executive Officer of Porche Capital LTD, a business consulting and asset management company in Dublin, Ireland since January 2023. From May 2021 to January 2023, he was Managing Director of PK Asset Management, a business consulting and asset management company in Dublin, Ireland. From May 2019 to May 2021, he was Managing Director of Oaza Capital, an investment bank in South East Europe in Zagreb, Croatia. From September 2018 to July 2019, he was Managing Director of Products and Strategy for OTP Bank Hrvarska, the Croatian subsidiary of OTP Bank, one of the largest banking conglomerates in Eastern Europe. From August 2017 to January 2018, he was Chief Financial Officer of Fuquan Capital, a leading conglomerate of China State Owned Companies, where he was responsible for all regulatory, financial and administrative functions, including preparing all regulatory and financial reporting for public listing. From January 2016 to September 2017, Mr. Porcheron served as CEO of Oasis Medical Devices, a medical devices sales and distribution company. From January 2001 to August 2012, Mr. Porcheron managed an investor advisory practice at Worldsource Securities, a multi-family office for 20 High Net Worth North American families, where he served as his clients’ primary advisor and managed their financial and business affairs, including their personal and corporate investments, as well as corporate structures, financial and balance sheet structuring, public listings and international estate planning. Mr. Porcheron received a Hon Arts degree in economics from Laurentian University in 1991.

 

Khash—Erdene Gantumur, Chief Financial Officer

 

Khash—Erdene Gantumur, age 41, has been CEO of the Mongolian Central Trading Exchange LLC, of which he was the founder, since June 2016. From May 2019 to November 2019, he was CFO of Chinggis Khaan Bank in Mongolia. From June 2018 to December 2018, Mr. Gantumur was an Independent Consultant of ADB to analyze Government Budget efficiency, the Ministry of Finance, Ulaanbaatar, Mongolia. From August 2013 to December 2015, he was the Director General of the Financial Department for the State Bank of Mongolia. From March 2012 to August 2013, Mr. Gantumur was Coordinator of Financial sector stability project, WORLD BANK, Ministry of Finance, Ulaanbaatar, Mongolia. From November 2011 to March 2012, he was National Consultant for ADB (MON-DI) project, Ministry of Finance, Ulaanbaatar, Mongolia. From November 2004 to 2009, Mr. Gantumur was Specialist of Housing Finance and Mortgage Security Market, Ministry of Construction & Urban Development, Ulaanbaatar, Mongolia. Mr. Gantumur received a Master’s degree in Public Policy from Hitotsubashi University, Asian Public Policy Program, Tokyo, Japan and a Bachelor’s degree in Economics from the National University of Mongolia.

 

Tsogtgerel Bayanjargal, Executive Vice President

 

Tsogtgerel Bayanjargal, age 57, has been Vice President of the National University of Mongolia for Innovation and Development since 2016. He was the head of office of the Minister for Mega project in Mongolia from November 2014 to July 2016; Vice Minister of Ministry of Industry and Agriculture of Mongolia from September 2012 to November 2014; President of Chinggis Industrial Group from August 2010 to September 2012; Secretary of New National Democratic Party from January 2007 to August 2010; Director of Economic Regulation, Department of CAA of Mongolia from December 2005 to  January 2007; Advisor to a Member of the Mongolian Parliament in 2004; President and CEO of infrastructure construction company “Moninjbar” JSC in January 2001;  Director of the Board of Directors Mongol Leather JSC, tourism company Terelj Juulchin JSC from 1998 to 2001; and  CEO of Innovation Bank of Mongolia from May 1997 to October 2000; and Vice President of Ajnai LLC from March 1992 to May 1997. Mr. Bayanjargal received an MBA from the School of Economics at the National University of Mongolia and an LLM from the Law School at the National University of Mongolia. He attended the Polytechnic Academy of Irkutsk, Soviet Union from 1984 to 1989; the Institute of management in Moscow, Russia from 1990 to 1991; Law School at the National University of Mongolia from 1957 to 1997; a program in bank management at the University of New Mexico in July 1998 and in Frankfurt, Germany in August 1998.

 

(d) As discussed in Item 1.01, in connection with the Sponsor Handover pursuant to the Purchase and Sponsor Handover Agreement, the following individuals will become directors of the Company:

 

 

Chandra Panchal, Independent Director

 

Dr. Chandra Panchal, age 74, is the founder of Axcelon Biopolymers Corp., a biotechnology company where he has been Chairman, CEO and Chief Scientific Officer since 2008. From 1989 to 1999 he was Co-Founder, President, and Chief Executive Officer of Procyon Biopharma Inc., which he took public on the Toronto Venture Exchange in 1998, and which was listed on the TSX main exchange in 2000 and, from 1999 to 2006, Dr. Panchal was Chief Scientific Officer and Senior Executive Vice President. From 2006 to 2008, he was Executive Vice President, Business Development, Licensing & Intellectual Property, at Ambrilia Biopharma Inc., a company that resulted from a merger between Procyon Biopharma Inc. and Cellpep, Inc. During his term at Procyon Biopharma Inc. and Ambrilia Biopharma Inc., he led the development of several novel drugs/diagnostics devices in oncology woundcare and virology. He also led several M&A transactions and helped secure major licensing agreements with pharmaceutical companies, including a $300 million Licensing Agreement with Merck, Inc. Dr. Panchal has authored over 70 scientific papers and has edited a book entitled Yeast Strain Selection. Dr. Panchal is a co-inventor in respect of several patents in oncology, diagnostics, biopolymers and industrial microbiology. He was an Adjunct Professor in chemical and biochemical engineering at the University of Western Ontario from 1982 to 2019. He was a member of the board of directors of the following organizations: a Lead Director of Medicenna Therapeutics Inc. (TSX and NASDAQ:MDNA), a cancer therapy company, from February 2017 until September 2023 and Avicanna Inc. (TSX:AVCN), a biopharma drug development company of which he was Chairman of the Board from November 2017 to September 2023, when he retired. He was a founding Director and from 2009 to 2015 a Board member of MaRS Innovation, a center of excellence for the commercialization of technologies from universities and hospitals based in Toronto, as well as Director of Avivagen (TSX.V:CFR), a veterinary therapeutics company. Dr. Panchal has been an advisor to, as well as a Board member of, several small and mid-size companies and has been a member of a number of Federal and Provincial advisory committees. In 1991 he was named Entrepreneur of the Year by the London Chamber of Commerce. Dr. Panchal obtained a B.Sc. Hon (1972) and a M.Sc., in molecular biology (1975) from the University of Toronto, and a Ph.D., in biochemical engineering from the University of Western Ontario (1979).

 

Tseren Purev, Independent Director

 

Tseren Purev, age 63, has over 30 years of experience in corporate and government biotech experience in Mongolia, Russia, China, Ukraine, the United Kingdom, Australia and throughout Asia. Mr. Purev is experienced in animal biotechnologies, developing expression systems for the production of biopharmaceuticals, developing cloning technologies for the production of biopharmaceuticals in domestic animal mammary and development of luxury caviar production in indoor condition, dairy and egg protein fractionation, human plasma fractionation, and the development of a diagnostic kits. He has developed many patented technologies. In addition, Mr. Purev has extensive connections with senior government leaders and business executives in Mongolia. Mr. Purev is Chairman of Khutug Holding Corporation, which he founded in 2022. He also is Chairman and CEO, of Bukha International LLC, a biotech company which he founded in 2015. From 2013 to 2016, Mr. Purev was Advisor to the Minister of Culture, Education and Science of Mongolia. From 2006 to 201_, he was President of Wisdom Asset Holding Group, which he founded in 2006. Mr. Purev received a Bachelor’s degree in Animal Science from the College of Animal Science, Agricultural University of Inner Mongolia, Peoples’ Republic of China.

 

Commencing on the Schedule 14F Change in Control Date, the following individuals will become directors of the Company:

 

Bartholomew Pan-Kita, Independent Director

 

Bartholomew Pan-Kita, age 59, has been Managing Director, Global Head of Capital Markets, Special Situations & Merchant Banking of Univest Securities LLC since 2021. He was Managing Director, Global Head of Debt Capital Markets & Special Situations, of Maxim Group LLC from 2016 to 2021. From 2015 to 2016, he was Managing Director, Investment Banking & Global Special Situations and Structured Products of NatAlliance Securities LLC. From 2012 to 2015, Mr. Pan-Kita was Managing Director, Private Placement, Global Structured Products & Leveraged Finance of Cantor Fitzgerald & Co. From 2011 to 2012, he was Managing Director, Head of Credit Arbitrage Team, of Newedge. From 2010 to 2011, Mr. Pan-Kita was Managing Director, Global Leverage Finance & Structured Products of Cohen & Company. From 2009 to 2010, he was Senior Vice President, Co-Head Emerging Markets & Special Situations of MF Global. From 2006 to 2008, Mr. Pan-Kita was Director, Global Financial Markets & Structuring group at Deutsche Bank. From 2005 to 2006, he was Principal, Proprietary Trading at Bank of America. From 2003 to 2005, Mr. Pan Kita was Portfolio Manager at RHG Capital, L.P. From 1999 to 2003, he was Executive Director and Global Head, Index & Portfolio Strategy Group and Interest Rate Strategic Group at Morgan Stanley. From 1997 to 1999, he was Vice President, Global Leveraged Strategies Group at Merrill Lynch. Mr. Pan-Kita received a BS degree in Business-Administration from the Leonard N. Stern School of Business, New York University and an MBA degree in Finance and Statistics from the University of Alabama.

 

 

Anthony (Tony) Porcheron, Chairman of the Board and a Director – see Item 5.01 (c) above for information concerning Mr. Porcheron.

 

During the past ten years, none of the Board Designees or Management Designees have been involved in any of the following:

 

(1)   a petition under the federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

(2)   such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

(3)   such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

i. acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii. engaging in any type of business practice; or

 

iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

 

(4)   such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity;

 

(5)   such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

 

(6)   such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 

(7)   such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i. Any federal or state securities or commodities law or regulation; or

 

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

(8)   such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

The Company’s Board of Directors consists of five (5) members and is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. To date, the Company has not held an annual meeting of stockholders.

 

The Company’s Board of Directors will be divided into the following classes:

 

	●	Class I will be comprised of Shahraab Ahmad and Bartholmew Pan-Kita, whose terms will expire at our first annual meeting of stockholders;
	●	Class II will be comprised of Chandra Panchal and Tseren Purev, whose terms will expire at our second annual meeting of stockholders; and
	●	Class III will be comprised of Anthony (Tony) Porcheron, whose term will expire at our third annual meeting of stockholders.

 

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified.

 

The Company’s officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

 

Director Independence

 

Nasdaq requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of our Board of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

 

The Board of Directors has determined that upon their appointments, Chandra Panchal, Tseren Purev and Bartholomew Pan-Kita will be “independent” directors as defined in the applicable Nasdaq listing standards and applicable SEC rules, and that the Board of Directors will continue to be composed of a majority of independent directors.

 

Committees of the Board of Directors

 

The Board of Directors has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each of the Board’s audit committee, compensation committee and nominating and corporate governance committee is currently, and following the Schedule 14F Change in Control Date will be, composed solely of independent directors. The Board of Directors has adopted a charter for each of these committees, which complies with the applicable requirements of current Nasdaq rules.

 

 

Audit Committee

 

The audit committee members are currently Iqbaljit Kahlon, Chandra Panchal and Tseren Purev, and commencing on the Schedule 14F Change in Control Date, will be Chandra Panchal, Tseren Purev and Bartholowmew Pan-Kita. Iqbaljit Kahlon is currently Chairman of the Audit Committee, and upon his resignation on the Schedule 14F Change in Control Date, Chandra Panchal will become Chairman of the Audit Committee. The current Board of Directors has determined that Messrs. Kahlon and Purev and Dr. Panchal satisfy the independence requirements of Nasdaq and Rule 10A-3 under the Exchange Act, and that upon his appointment, Mr. Pan-Kita will satisfy those requirements, and that each of those individuals can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the members of the Board of directors has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.

 

The Board of Directors also has determined that Iqbaljit Kahlon is, and that when appointed as Chairman of the Audit Committee Dr. Panchal will qualify as, an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq listing rules. In making this determination, the members of the Board of Directors considered the formal education and previous experience in financial roles.

 

The members of our Board of Directors believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations.

 

Compensation Committee

 

Chandra Panchal and Tseren Purev are the members of the Compensation Committee, and Chandra Panchal is the Chairman of the Compensation Committee. The Board of Directors has determined that each of Chandra Panchal and Tseren Purev is an independent director, as defined in Rule 10C-1promulgated under the Exchange Act and satisfies the independence requirements of Nasdaq.

 

The members of the Board of Directors believe that the composition and functioning of the Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

 

Nominating and Corporate Governance Committee

 

Chandra Panchal and Tseren Purev are the members of the Nominating and Corporate Governance Committee, and Tseren Purev is the Chairman of the Nominating and Corporate Governance Committee.

 

The members of the Board of Directors believe that the composition and functioning of the Nominating and Corporate Governance Committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.		Description of Exhibits
10.1		Sponsor Membership Interest Purchase Agreement, dated October 2, 2023, by and among Porche Capital LTD, Anthony (Tony) Porcheron, Atlantic Coastal Acquisition Corp., Atlantic Coastal Acquisition Management LLC (the “Sponsor”) and Shahraab Ahmad, solely in his role as managing member of the Sponsor.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Exhibits and schedules have been omitted pursuant to Item 6.01(a)(5) of Regulation S-K.

 

 

SIGNATURES

 

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

 

Date: October 4, 2023

 

ATLANTIC COASTAL ACQUISITION CORP.
By:	/s/Anthony (Tony) Porcheron
	Anthony (Tony) Porcheron
	Chief Executive Officer

 

 

Exhibit 10.1

 

sponsor Membership Interest Purchase Agreement

 

This Membership Interest Purchase Agreement (this “Agreement”), dated as of September 29, 2023 is entered into between Porche Capital Ltd, a Republic of Ireland Company (the “Buyer”), Anthony Porcheron (“Principal”), Atlantic Coastal Acquisition Corp., a Delaware corporation and a special purpose acquisition company (the “SPAC”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), and Shahraab Ahmad, solely in his role as managing member of the Sponsor (the “Seller”) .

 

Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus dated March 3, 2021 (relating to the registration statement on Form S-1 (Registration No. 333-2533003) of the SPAC) and filed with Securities and Exchange Commission (the “SEC”) on March 5, 2021 (the “Prospectus”).

 

Recitals

 

WHEREAS, the SPAC, a Delaware corporation incorporated on December 7, 2020, consummated an initial public offering of its units (“IPO”) on March 8, 2021, generating gross proceeds of $345,000,000; and

 

WHEREAS, the Class A common stock (“Class A Common Stock”), warrants and units of the SPAC are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “ACAH”, “ACAHW” and “ACAHU” respectively; and

 

WHEREAS, Sponsor is the sponsor of the SPAC, and as of the date hereof, holds 6,066,667 private placement warrants to purchase Class A Common stock of the SPAC (the “Private Placement Warrants”), 8,119,759 shares of Class A Common Stock (which were converted from Class B common stock and have more limited rights as disclosed in the SPAC’s SEC Filings (as defined below), and excludes the Assigned Interests (as defined below)) and one (1) share of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, and collectively with the Private Placement Warrants, the “Sponsor SPAC Securities”);

 

WHEREAS, at a special meeting of the stockholders of the SPAC on September 8, 2023 (the “Special Meeting”), the stockholders approved an amendment to the second amended and restated certificate of incorporation of the SPAC (the “Charter Amendment”) extending the date by which the SPAC must complete its initial business combination (the “Termination Date”) from September 8, 2023 (the “Existing Termination Date”) to March 8, 2024 (the “Amended Termination Date”), or such earlier date as determined by the SPAC’s board of directors (the “Board”), provided that the Sponsor, or one or more of its affiliates, members or third-party designees (in any case, the “Lender”) deposits into the trust account maintained for the benefit of the SPAC’s public stockholders (the “Trust Account”) $0.18 for each share of Class A Common Stock held by public stockholders that is not redeemed in connection with the Special Meeting in exchange for a non-interest bearing, unsecured promissory note issued by the SPAC to the Lender, and to allow the SPAC, without another stockholder vote, to elect to extend the Amended Termination Date on a monthly basis up to six times by an additional one month each time thereafter (each such monthly extension being hereinafter referred to as an “Additional Charter Extension Date”), by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the Amended Termination Date or applicable Additional Charter Extension Date, but in no event beyond September 8, 2024, or a total of up to twelve months after the Existing Termination Date, unless the closing of a business combination shall have occurred prior thereto; and

 

 

WHEREAS, the economic interest of approximately 355,240 shares of Class A Common Stock have been assigned to certain stockholders by the Sponsor in connection with such stockholders entering into certain non-redemption agreements, with such economic interest vesting upon a consummation of a business combination (the “Assigned Interests”); and

 

WHEREAS, Seller owns 100% of the outstanding membership interests (the "Membership Interests") of the Sponsor (with the exception of $4,000,000 in preferred shares which will become the responsibility of the Seller); and

 

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, 55% of the Membership Interests of the Sponsor, subject to the terms and conditions set forth herein; and

 

WHEREAS, in connection with the foregoing, Shahraab Ahmad will resign as the Managing Member of the Sponsor, and it is contemplated that Anthony Porcheron will be appointed as the Managing Member of the Sponsor; and

 

WHEREAS, contemporaneously with the execution of this Agreement, the parties hereto and certain affiliates have entered into a termination agreement in the form attached hereto as Exhibit B (the “Termination Agreement”) terminating all prior agreements relating to the subject matter hereof.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I
Purchase and Sale

 

Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined herein), Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title, and interest in and to the Transferred Membership Interests, subject to any existing agreements entered by and among the Seller and other parties, which shall entitle Buyer to the allocation of 4,465,867 Class A Common Stock, one share of Class B Common Stock and 3,336,667 Private Placement Warrants, which represents approximately 55% of the Membership Interests of the Sponsor (the “Transferred Membership Interests”), and Seller shall resign as managing member of the Sponsor and Principal shall be appointed as the managing member of the Sponsor. Such Transferred Membership Interests shall be free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance ("Encumbrance") at the Closing, for the consideration specified in Section 1.02. The remaining 45% of the Membership Interests will be transferred into a separate limited liability company by the Seller (the “SPV Transfer”).

 

 

Section 1.02 Purchase Price. The aggregate purchase price for the Transferred Membership Interests shall be an amount in cash equal to the sum of $1.00 (the “Closing Cash Purchase Price”).

 

Section 1.03 Use of Name. Seller is not conveying ownership rights or granting Buyer, Sponsor or any affiliate of Buyer or Sponsor a license to use any of the trade names, trademarks, service marks, logos or domain names of the Seller or any of its affiliates (including the name “Atlantic Coastal” or any trade name, trademark, service mark, logo or domain name incorporating the name “Atlantic Coastal”), and after the earlier of (i) the closing of the Business Combination or (ii) the liquidation of the SPAC, none of SPAC, Sponsor nor Buyer shall use, or permit any affiliate thereof to use, in any manner the names or marks of Seller; provided that Seller acknowledges that neither Buyer nor the Sponsor shall be obligated to change or modify the name of SPAC prior to the closing of the Business Combination.

 

Section 1.04 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place automatically and contemporaneously with the payment of the September Extension Deposit (as defined below) by Seller or its designee (the “Closing Date”) remotely immediately after Seller confirms in writing to Buyer that payment of the September Extension Deposit has occurred. At the Closing, the following shall be deemed to occur automatically without any further action on the parties hereto: (a) the Transferred Membership Interests shall be transferred to Buyer, (b) the SPV Transfer shall occur, (c) Shahraab Ahmad shall resign as managing member of the Sponsor and (d) Principal shall be appointed as the managing member of the Sponsor. At the Closing, Buyer shall pay, or cause to be paid, to the account or accounts designated by the Seller the Closing Cash Purchase Price.

 

Section 1.05 Buyer Acknowledgement. Buyer acknowledges that the SPAC’s initial Business Combination must be consummated by March 8, 2024 or any extension period ending not later than September 8, 2024, effected in accordance with the provisions of the SPAC’s Charter.

 

Section 1.06 Buyer Guarantees and Pledge.

 

(a)            Buyer and Principal (collectively, the “Guarantors”), jointly and severally and unconditionally and irrevocably, hereby guarantees they payment of the Secured Obligations (as defined below) and agrees to (i) assume the payment of the expenses incurred by the Seller listed on Schedule I(a) annexed hereto, or reimburse Seller for expenses paid by Seller since August 8, 2023 (including those expenses listed on Schedule I(a) annexed hereto) in connection with the transactions contemplated by this Agreement (collectively, the “December Expenses”) and (ii) pay the expenses listed on Schedule I(b) annexed hereto (collectively, the “November Expenses” and together with the December Expenses, the “Expenses”). Buyer shall pay or reimburse Seller for the December Expenses not later than December 31, 2023 and shall pay or reimburse Seller for the November Expenses not later than November 1, 2023, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by or on behalf of the Seller in enforcing any rights under this Section 1.06. Additionally, Buyer shall be responsible for the payment of all amounts required to be deposited in the Trust Account in connection with extensions of the Termination Date (the “Extension Deposits”), provided, that the Extension Deposit of $80,000 which was required in connection with extension of the Termination Date to the Existing Termination Date, for which payment must be made by the Seller (the “September Extension Deposit”), shall be reimbursed by the Guarantors after Closing as a December Expense.

 

 

(b)            Each Guarantor agrees that this Section 1.06 constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by Seller to any Collateral (as defined below). The obligations of each Guarantor under this Section 1.06 are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations. The liability of each Guarantor under this Section 1.06 shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

 

(i)            any lack of validity or enforceability of this Agreement or any agreement or instrument relating thereto;

 

(ii)            any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to departure from this Agreement, including, without limitation, any increase in the Secured Obligations;

 

(iii)            any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Secured Obligations;

 

(iv)            the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any person, including, without limitation, the Seller;

 

(v)            any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Guarantor; or

 

(vi)            any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Seller that might otherwise constitute a defense available to, or a discharge of, any Guarantor.

 

This Section 1.06 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Seller or any other person upon the insolvency, bankruptcy or reorganization of the Seller or otherwise, all as though such payment had not been made.

 

 

Each Guarantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and any other notice with respect to any of the Secured Obligations and this Section 1.06 and any requirement that the Seller exhaust any right or take any action against any Guarantor or any other person or any Collateral, (iii) any right to compel or direct Seller to seek payment or recovery of any amounts owed under this Section 1.06 from any one particular fund or source or to exhaust any right or take any action against any other person or any Collateral, (iv) any requirement that Seller protect, secure, perfect or insure any security interest or lien on any property subject thereto or exhaust any right to take any action against any Guarantor, any other person or any Collateral, and (v) any other defense available to any Guarantor. Each Guarantor agrees that the Seller shall have no obligation to marshal any assets in favor of any Guarantor or against, or in payment of, any or all of the Secured Obligations. Each Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated herein and that the waiver set forth in this Section 1.06 is knowingly made in contemplation of such benefits. Each Guarantor hereby waives any right to revoke this Section 1.06, and acknowledges that this Section 1.06 is continuing in nature and applies to all Secured Obligations, whether existing now or in the future.

 

(c)            Additionally, the Buyer hereby pledges, assigns and grants to the Seller, and hereby creates a continuing first priority lien and security interest in favor of the Seller in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

 

(i)            the shares of stock described in Schedule II hereto (collectively, the “Pledged Shares”) and issued by the issuers named therein, and the certificates, instruments and agreements representing the Pledged Shares and includes any securities or other interests, howsoever evidenced or denominated, received by the Guarantors in exchange for or as a dividend or distribution on or otherwise received in respect of the Pledged Shares; and

 

(ii)            all Proceeds and products of the foregoing. “Proceeds” means "proceeds" as such term is defined in Section 9-102 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “UCC”) and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto.

 

The Collateral secures the due and prompt payment and performance of the obligations of the Guarantors from time to time arising under Section 1.06(a) and the Liquidated Damages, if any, arising under Section 1.06(f) (the “Secured Obligations”).

 

 

The Buyer shall deliver to the Seller all certificates and instruments currently representing the Pledged Shares on or prior to the date of this Agreement. All such certificates and instruments shall be (A) held by or on behalf of the Seller pursuant hereto, and (B) delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment executed in blank, all in form and substance reasonably satisfactory to the Seller. If any Collateral consist of uncertificated securities the Buyer shall cause each issuer of such securities to agree that upon the occurrence and during the continuance of an Event of Default it will comply with instructions originated by the Seller with respect to such securities without further consent by the Buyer. If any Collateral consist of security entitlements, the Buyer shall cause the applicable securities intermediary to agree that upon the occurrence and during the continuance of an Event of Default it will comply with entitlement orders by the Seller without further consent by the Buyer.

 

(d)            If any the Guarantors fail to perform, breach or otherwise default on its obligation to perform any of the Secured Obligations (an “Event of Default”), the Seller may, without any other notice to or demand upon the Guarantors, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Guarantors at its notice address as provided in Section 7.04 ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Seller may sell such Collateral on such terms and to such purchaser(s) as the Seller in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. To the extent permitted by applicable law, the Guarantors waives all claims, damages and demands it may acquire against the Sellers arising out of the exercise by it of any rights hereunder. The Guarantors hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Sellers or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Seller nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.

 

 

(e)            If an Event of Default has occurred, all cash Proceeds received by the Seller in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Seller to the payment of expenses incurred by the Seller in connection with the foregoing or in any way relating to the Collateral or the rights of the Seller hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Seller shall elect. Any surplus of such cash or cash Proceeds held by the Seller and remaining after payment in full of all the Secured Obligations (including any Liquidated Damages) shall be paid over to the Guarantors or to whomsoever may be lawfully entitled to receive such surplus. The Guarantors shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Seller to collect such deficiency.

 

(f)            If an Event of Default occurs, the amount of Expenses shall be doubled (the “Liquidated Damages”). The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Sellers's harm caused by an Event of Default would be impossible or very difficult to accurately estimate as of the date hereof, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from an Event of Default.

 

Section 1.07 Certain Post-Closing Covenants. Within ten business days of the Closing, Buyer and Seller will use best efforts to cause the following to occur:

 

(a)            the delivery by Seller of the resignations of all of the incumbent directors of the SPAC effective immediately upon delivery, other than Shahraab Ahmad, who shall continue to serve as a director, and Iqbaljit Kahlon, whose resignation shall be effective on the 10th day following the mailing to stockholders of a Schedule 14F pursuant to the rules of the SEC advising stockholders of a change in control of the Board of Directors of the SPAC (the “Schedule 14F Change in Control Date”);

 

(b)            the delivery by Seller of resignations of all of the officers of the SPAC as of the date hereof effective immediately upon delivery;

 

(c)            Chandra Panchal and Tseren Purev, two of the director nominees designated by the Buyer shall have been elected to the SPAC’s Board of Directors, effective as soon as practicable, and Principal, Khash Erdene Gantumur and Tsogtgerel Bayanjargal (collectively, the “Management Designees”), designated by Buyer as the Chief Executive Officer, Chief Financial Officer and Executive Vice President, respectively, of the SPAC, shall have been elected as officers of the SPAC effective as soon as practicable; Principal and Khash – Erdene Gantumur, two of the director nominees designated by the Buyer shall have been elected to the SPAC’s Board of Directors, effective as of the Schedule 14F Change in Control Date;

 

(d)            Resolutions duly adopted by the Board of Directors of the SPAC, ratifying and authorizing (i) the execution, delivery, and performance of this Agreement and the sale of the Transferred Membership Interests contemplated herein; and (ii) the resignation of as all incumbent officers and directors of the SPAC, except for Shahraab Ahmad who will remain in a director role;

 

 

(e)            Termination of the Administrative Services Agreement between the SPAC and the Sponsor dated March 3, 2021;

 

(f)            Termination or Amendment of the Letter Agreement between the SPAC and the Sponsor and each of the officers and directors of the SPAC, dated March 3, 2021;

 

(g)            Implementation of an amendment to the Operating Agreement of Sponsor (or a new Operating Agreement) in a form reasonably acceptable by the Parties and to be attached hereto as Exhibit A;

 

(h)            The corporate records of SPAC, including board resolutions and shareholder resolutions (and including the option grants to the directors and any active confidentiality agreements and letters of intent or other similar agreements with any potential targets (if any)) shall be transferred to Buyer; and

 

(i)            Seller shall afford Buyer and its representatives access to the SPAC’s and the Sponsor’s respective bank account(s) being transferred and assigned to Buyer and/or its designees.

 

Section 1.08 [Intentionally Omitted]

 

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller represents and warrants to Buyer that the statements contained in this Article II are true and correct as of the date hereof. For purposes of this Article II, “Seller’s knowledge,” “knowledge of Seller,” and any similar phrases shall mean the actual or constructive knowledge of Seller.

 

Section 2.01 Organization and Authority; Enforceability. The Sponsor is an entity duly organized, validly existing, and in good standing with its state or jurisdiction of formation. Seller has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and, assuming due authorization, execution, and delivery by Buyer, this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

 

 

Section 2.02 Accrued Expenses. Schedule I lists the accrued expenses (the “Covered Expenses”) which will be the responsibility of the Buyer after the Closing, the payment of which have been guaranteed by Buyer and Principal in Section 1.06 hereof.

 

Section 2.03 Covered Expenses. As of the Closing Date, there will be no less than $0 cash in the SPAC’s working capital account (inclusive of pre-paid assets) of the SPAC in excess of the amount of Covered Expenses.

 

Section 2.04 Legal Proceedings. As of the date hereof, there is no claim, action, suit, proceeding, or governmental investigation or exchange inquiry (collectively, "Action") against SPAC, Seller (in relation to the SPAC only), or Sponsor of any nature pending or, to Seller's knowledge, threatened against SPAC, Seller (in relation to the SPAC only), or Sponsor that challenges or seeks to prevent, enjoin, or otherwise delay or have an adverse effect on the transactions contemplated by this Agreement, or seeks any monetary compensation from SPAC or Sponsor. To Seller’s knowledge, no event has occurred or circumstances exist, except for the transfer of the Sponsor SPAC Securities to the Sponsor and sale of the Transferred Membership Interests contemplated herein, that may give rise to, or serve as a basis for, any such Action.

 

Section 2.05 No Conflicts. The execution, delivery, and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the any organizational documents of SPAC or Seller; (b) violate or conflict with any rule of the statute, law, Nasdaq, the SEC or any other ordinance, rule, or regulation applicable to the SPAC; (c) result in any violation, conflict with, or constitute a default under the operating agreement of Sponsor (the "Operating Agreement"), or Sponsor's organizational documents; or (e) result in the creation or imposition of any Encumbrance on the Transferred Membership Interests.

 

Section 2.06 Consents and Approvals. The Seller has obtained all consents, approvals, waivers, or authorizations required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby, including approval of SPAC’s board of directors.

 

Section 2.07 Ownership of Membership Interests.

 

(a) At the Closing, Seller shall be the sole legal, beneficial, record, and equitable owner of the Transferred Membership Interests, free and clear of all Encumbrances (other than any encumbrances that may exist as a result of applicable securities laws).

 

(b) Transferred Membership Interests of the Sponsor were not issued in violation of the organizational documents of SPAC or Sponsor or any other agreement, arrangement, or commitment to which Seller or Sponsor is a party and are not in violation of any preemptive or similar rights of any Person. “Person” means an individual, corporation, partnership, joint venture, limited liability company or, governmental authority, unincorporated organization, trust, association, or other entity.

 

 

(c) Other than the organizational documents of Sponsor and the SPAC, and as disclosed in the SPAC’s SEC filings, there are no voting trusts, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any of the Membership Interests.

 

Section 2.08 SEC Filings. Except for the SPAC’s Form 10-Q for the period ended June 30, 2023 (the “Second Quarter 2023 Form 10-Q”), as of the date hereof, the SPAC has filed or furnished, as applicable, all registration statements, forms, reports and other documents required to be filed by the SPAC with the SEC since January 1, 2021. All such registration statements, forms, reports and other documents are referred to herein as the “SPAC’s SEC Filings.” Buyer shall be responsible for submitting or filing the Second Quarter 2023 Form 10-Q, and any filing required after the date hereof, including filings in connection with entry into this Agreement and the Schedule 14F reporting the Change in Control of the SPAC’s Board of Directors.

 

Section 2.09 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the sale of the Transferred Membership Interests contemplated herein.

 

Section 2.10 Taxes. Except as described in the following sentence, to the Seller's knowledge, (a) all tax returns (including information returns) required to be filed on or before the Closing Date by the Sponsor and SPAC have been timely filed, (b) all such tax returns are true, complete and correct in all respects, (c) all taxes due and owing by the Sponsor and SPAC (whether or not shown on any tax return) have been timely paid, (d) all deficiencies asserted, or assessments made, against the Sponsor and SPAC as a result of any examinations by any taxing authority have been fully paid, and (e) there are no pending or threatened actions by any taxing authority. Seller has notified Buyer of approximately $123,000 of accrued Delaware state taxes and Buyer assumes responsibility of these taxes and additional taxes related to interest income earned by the Trust in tax year 2023.

 

Section 2.11 Trust Waiver. Other than as disclosed in the SPAC’s SEC Filings or as set forth on Schedule 2.11, as of the date hereof, SPAC does not have any outstanding material contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses leases and other instruments or obligations of any kind (including any amendments and other modifications thereto) with any vendors, service providers, prospective target businesses or other entities with which SPAC does business (except its independent registered public accounting firm) which do not include a waiver by such counterparties of any right, title, interest or claim of any kind in or to any monies held in the Trust Account (as defined below).

 

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER

 

Buyer represents and warrants to Seller that the statements contained in this ARTICLE III are true and correct as of the date hereof. For purposes of this ARTICLE III, “Buyer's knowledge,” “knowledge of Buyer” and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer.

 

 

Section 3.01 Organization and Authority of Buyer; Enforceability. Buyer is duly organized, validly existing, and in good standing with the state of its formation. Buyer has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and, assuming due authorization, execution, and delivery by Seller, this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

 

Section 3.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to Buyer. No consent, approval, waiver, or authorization is required to be obtained by Buyer from any Person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.

 

Section 3.03 Investment Purpose. Buyer is acquiring the Transferred Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Transferred Membership Interests are not registered under the Securities Act of 1933, as amended, or registered under any state securities laws, and that the Transferred Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

 

Section 3.04 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

 

Section 3.05 Legal Proceedings. There is no Action of any nature pending or, to Buyer's knowledge, threatened against or by Buyer that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

 

Section 3.06 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Closing Cash Purchase Price and consummate the transactions contemplated by this Agreement.

 

Section 3.07. Security Interests. This Agreement creates a legal, valid and enforceable security interest in favor of the Seller in the Collateral secured hereby. Such security interests are perfected, first priority security interests in the Collateral.

 

 

ARTICLE IV

 

[Intentionally Omitted]

 

ARTICLE V
Tax Matters

 

Section 5.01 Allocation of Sponsor Income and Loss. Buyer and Seller shall request that the Sponsor allocate all items of Sponsor income, gain, loss, deduction, or credit attributable to the Transferred Membership Interests for the taxable year of the Closing based on a closing of the Sponsor's books as of the Closing Date.

 

Section 5.02 Tax Treatment of Distribution of Sponsor Assets. Buyer and Seller hereby agree to work jointly in good faith to achieve favorable tax treatment of asset distribution by Sponsor to Seller.

 

ARTICLE VI
Indemnification

 

Section 6.01 Survival of Representations and Covenants. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall survive the Closing.

 

Section 6.02 Indemnification By Seller. Subject to the other terms and conditions of this ARTICLE VI, Seller shall defend, indemnify, and hold harmless Buyer, its Affiliates and their respective shareholders, members, directors, managers, officers, and employees from and against:

 

(a)            all claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including reasonable attorneys' fees and disbursements (collectively, a “Loss”), arising from or relating to any breach of any of the representations or warranties of Seller contained in this Agreement or any document delivered in connection herewith; or

 

(b)            any Loss arising from or relating to any gross negligence, willful misconduct or fraud of Seller or any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement.

 

For purposes of this Agreement, “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

 

 

Section 6.03 Indemnification By Buyer. Subject to the other terms and conditions of this ARTICLE VI, Buyer shall defend, indemnify, and hold harmless Seller, its Affiliates, and their respective shareholders, members, directors, managers, officers, and employees from and against all Losses arising from or relating to:

 

(a) all Loss arising from or relating to any breach of any of the representations or warranties of Buyer contained in this Agreement or any document delivered in connection herewith; or

 

(b) any Loss arising from or relating to any gross negligence, willful misconduct or fraud of Buyer or any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

 

Section 6.04 Cumulative Remedies. The rights and remedies provided in this ARTICLE VI are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

 

ARTICLE VII
Miscellaneous

 

Section 7.01 Reserved.

 

Section 7.02 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, unless as otherwise specified herein.

 

Section 7.03 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

 

Section 7.04 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.04):

 

 

If to Buyer:	Porche Capital LLC
with a copy (which shall not constitute notice) to:	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 E-mail: bigrossman@egsllp.com Attention: Barry I. Grossman
If to Seller:	Shahraab Ahmad Atlantic Coastal Acquisition Corp Email: shahraab@deccacap.com
with a copy (which shall not constitute notice) to:	Pillsbury Winthrop Shaw Pittman Email: stephen.ashley@pillsburylaw.com

 

Section 7.05 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

Section 7.06 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify the Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

Section 7.08 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

Section 7.09 No Third-Party Beneficiaries. Except as provided in ARTICLE VI, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

 

 

Section 7.10 Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

 

Section 7.11 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

Section 7.12 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

 

Section 7.13 Submission to Jurisdiction. Any action, suit, or proceeding arising out of or relating to this Agreement may be brought in the state or federal courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of each such court in any such action, suit, or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such action, suit, or proceeding shall be heard and determined only in such court, and agrees not to bring any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary, and bargained agreement between the Parties irrevocably to waive any objections to venue or convenience of forum. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

Section 7.14 Anti-Sandbagging. Notwithstanding anything to the contrary contained in this Agreement (including without limitation the Seller’s, Sponsor’s or SPAC’s failure to disclose any matter required to be disclosed herein), Buyer agrees that no representation or warranty of the Seller, Sponsor or SPAC in this Agreement or in any other document in connection with the sale of the Transferred Membership Interests shall be deemed to be untrue or incorrect, and Seller, Sponsor and SPAC shall not be deemed to be in breach thereof, if Buyer or its agents or affiliates had knowledge as of the date hereof or the Closing Date, as applicable, of any such undisclosed matter or that any such representation or warranty was untrue or incorrect.

 

Section 7.15 Sophistication. The Buyer acknowledges that he is an informed and sophisticated buyer and investor and, together with his advisors, understands the rules and regulations (including those pending implementation) surrounding special purpose acquisition companies generally to enable the Buyer to make an informed decision with respect to this Agreement and the sale of the Transferred Membership Interests contemplated hereby.

 

 

Section 7.16 Support Agreement. After the Closing, each of SPAC, Sponsor and Buyer shall not drawdown any amounts from that certain Support Agreement dated April 12, 2023 between the SPAC and Tappan St Litigation Funding LLC, which includes funding for certain tax liabilities and working capital needs of the SPAC.

 

Section 7.17 Transition Expenses. [Intentionally Omitted].

 

Section 7.18 Waiver against Trust. Seller hereby agrees, on behalf of itself and its affiliates, that, notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the trust account of SPAC containing the proceeds of its initial public offering and the concurrent private placement for the benefit of the public stockholders of SPAC (the “Trust Account”) or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Buyer, Sponsor, SPAC or their respective affiliates, on the one hand, and Seller or its affiliates, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Seller on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Seller or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Buyer, Sponsor, SPAC or their respective affiliates). Seller agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by Buyer and its affiliates to induce Buyer to enter into this Agreement, and Seller further intends and understands such waiver to be valid, binding and enforceable against Seller and each of its affiliates under applicable law. Notwithstanding the foregoing, (i) nothing herein shall serve to limit or prohibit the right of Seller or any of its equity holders to pursue a claim against SPAC for legal relief against assets of SPAC or its successor held outside the Trust Account, for specific performance or other equitable relief pursuant to the terms hereof, (ii) nothing herein shall serve to limit or prohibit any claims that Seller or any of its equity holders may have in the future against SPAC’s assets or funds that are not held in the Trust Account of SPAC or its successor (including any funds that have been released to SPAC or its successor from the Trust Account and any assets that have been purchased or acquired with such funds) and (iii) nothing herein shall be deemed to limit the right, title, interest or claim of Seller, its equity holders or any of its affiliates to any monies held in the Trust Account by virtue of its record or beneficial ownership of SPAC’s Class A common stock, pursuant to a validly exercised redemption right with respect to any such Class A common stock.

 

Section 7.19 Entire Agreement. This Agreement, together with the Termination Agreement and all related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

 

[signature page follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

 

	SELLER
	Shahraab Ahmad, as Managing Member of the Sponsor
	By:	/s/ Shahraab Ahmad
	Name: Shahraab Ahmad
	BUYER
	Porche Capital Ltd.
	By:	s/ Anthony (Tony) Porcheron
	Name: Anthony (Tony) Porcheron
	Title:  CEO
	PRINCIPAL
	/s/ Anthony (Tony) Porcheron
	Anthony (Tony) Porcheron
	SPONSOR
	Atlantic Coastal Acquisition Management LLC
	By:	/s/ Shahraab Ahmad
	Name: Shahraab Ahmad
	Title:  Managing Member
	SPAC
	Atlantic Coastal Acquisition Corp
	By:	/s/ Shahraab Ahmad
	Name: Shahraab Ahmad
	Title:  CEO

 

 

ADDENDUM TO

 

Membership Interest Purchase Agreement (this “Agreement”), dated as of September 29, 2023 between Porche Capital Ltd, a Republic of Ireland Company (the “Buyer”), Anthony Porcheron (“Principal”), Atlantic Coastal Acquisition Corp., a Delaware corporation and a special purpose acquisition company (the “SPAC”), Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), and Shahraab Ahmad, solely in his role as managing member of the Sponsor (the “Seller”)

 

Preliminary Statement

 

The parties desire to correct certain typographical errors in the above referenced Membership Purchase Agreement in the manner set forth below:

 

Section 1.01 Purchase and Sale. The number of shares of Class A common stock and Private Placement Warrants allocated to Buyer as part of the Transferred Membership Interests is 4,465,867 shares of Class A Common Stock and 3,336,667 Private Placement Warrants, respectively.

 

Section 1.07 Certain Post-Closing Covenants. Within ten business days of the Closing, Buyer and Seller will use best efforts to cause the following to occur:

 

(c) Bartholomew Pan-Kita shall replace Khash--Erdene Gantumur as one of the director designees of Buyer to become a director of the SPAC on the Schedule 14F Change in Control .

 

(g)  The Buyer will prepare an amendment to the Operating Agreement of Sponsor (or a new Operating Agreement) in a form reasonably acceptable by the Parties.

 

[signature page is on the following page]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to the Sponsor Membership Interest Purchase Agreement to be executed as of October 2, 2023.

 

	SELLER
	Shahraab Ahmad, as Managing Member of the Sponsor
	By:	/s/ Shahraab Ahmad
	Name: Shahraab Ahmad
	BUYER
	Porche Capital Ltd.
	By:	s/ Anthony (Tony) Porcheron
	Name: Anthony (Tony) Porcheron
	Title:  CEO
	PRINCIPAL
	/s/ Anthony (Tony) Porcheron
	Anthony (Tony) Porcheron
	SPONSOR
	Atlantic Coastal Acquisition Management LLC
	By:	/s/ Shahraab Ahmad
	Name: Shahraab Ahmad
	Title:  Managing Member
	SPAC
	Atlantic Coastal Acquisition Corp
	By:	/s/ Shahraab Ahmad
	Name: Shahraab Ahmad
	Title:  CEO

 

 

v3.23.3

Cover	Sep. 29, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 29, 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	1 Woodbury Mews
Entity Address, Address Line Two	Dun Laoghaire
Entity Address, City or Town	Dublin
Entity Address, Country	IE
Entity Address, Postal Zip Code	A96 ED72
City Area Code	353
Local Phone Number	8706 50447
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	ACAHU
Security Exchange Name	NASDAQ
Shares of Class A common stock included as part of the units [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	ACAH
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	ACAHW
Security Exchange Name	NASDAQ

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