Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
16 November 2023 - 3:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC FILE NUMBER
001-40158 |
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FORM 12b-5
NOTIFICATION OF LATE FILING |
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CUSIP NUMBER
048453 104
048453 112
048453 203 |
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(Check
One): ¨ Form
10-K ¨ Form
20-F ¨ Form
11-K x Form
10-Q ¨ Form
10-D ¨ Form
N-CEN ¨ Form
N-CSR
For Period Ended: September
30, 2023
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Transition Report on Form 10-K |
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¨ |
Transition Report on Form 20-F |
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¨ |
Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
For the Transition Period Ended:__________________
Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Atlantic Coastal Acquisition Corp.
Full Name of Registrant
N/A
Former Name if Applicable
1 Woodbury Mews, Dun Laoghaire
Address of Principal Executive Office (Street
and Number)
Dublin, Ireland, A96 ED72
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
¨ |
(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
(c) |
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Atlantic Coastal Acquisition Corp. (the “Company”)
was unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023
(the “Subject Report”), within the prescribed time period because, for the reasons set forth below, it requires additional
time to finalize its financial statements to be included in such Quarterly Report on Form 10-Q.
On October 3, 2023, the former management team of
the Company resigned and was replaced by a new management team in connection with the transfer of 55% of the membership interests in Atlantic
Coastal Acquisition Management LLC, the sponsor of the Company, as disclosed in the Company’s Current Report on Form 8-K filed on
October 5, 2023. The former management team and its counsel did not provide the financial records and other information required to prepare
the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “June 30 Form 10-Q”) until late
October 2023. As a result of this delay, the new management team was unable to prepare and deliver the June 30 Form 10-Q to its independent
registered public accounting firm for review until recently. The new management team will file the June 30, 2023 Form 10-Q as soon as
its independent registered public accounting firm completes its review.
The new management team is in the process of preparing
a draft of the Subject Report for review by the Company’s independent registered public accounting firm. We expect to submit a draft
of the Subject Report to the Company’s registered independent public accounting firm by November 17, 2023 and file the Subject Report
upon completion of that review.
PART IV – OTHER INFORMATION
| (1) | Name
and telephone number of person to contact in regard to this notification |
Khash-Erdene Gantumur |
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976 |
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+99103936 |
(Name) |
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(Area Code) |
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(Telephone Number) |
| (2) | Have
all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s). |
¨ Yes
x No
The Company has not yet filed its Form 10-Q for the quarter ended June
30, 2023 for the reasons disclosed above.
| (3) | Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion thereof? |
¨ Yes
x No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Atlantic Coastal Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: November 15, 2023 |
By: |
/s/ Khash-Erdene Gantumur |
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Name: Khash-Erdene Gantumur |
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Title: Chief Financial Officer |
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