UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2023

 

ATLANTIC COASTAL ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-41224		87-1013956
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

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

(248) 890-7200

(Registrant’s telephone number, including area code)

N/A

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

 

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

 

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

 

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

 

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

 

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

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

 

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

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 8.01

Other Events.

On December 1, 2023, Atlantic Coastal Acquisition Corp. II (the “Company”) filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) for a special meeting (the “Special Meeting”) of stockholders of the Company (the “Stockholders”) to be held at 3:00 p.m. Eastern Time on December 15, 2023. The purpose of the Special Meeting is for the Stockholders to consider and vote on a proposal to amend the Company’s amended and restated certificate of incorporation, as amended, to extend the date by which the Company must consummate a business combination, cease its operations, or redeem its public stock (the “Termination Date”). The Proxy Statement contained typographical errors with respect to (i) the proposed extension to the Termination Date (the “Extended Date”) and (ii) the number of additional monthly extensions to the Extended Date that the Company’s board of directors (the “Board”) may approve without another stockholder vote (each such extension, an “Additional Charter Extension Date”).

On December 14, 2023, the Company filed additional proxy materials on Schedule 14A (the “Additional Proxy Materials”) with the SEC to correct the typographical errors in the Proxy Statement and supplement the disclosures therein. Specifically, the Additional Proxy Materials clarify that (i) March 19, 2024 is the Extended Date, and (ii) the Board may approve up to six Additional Charter Extension Dates such that the latest Additional Charter Extension Date is September 19, 2024.

The foregoing description of the Additional Proxy Materials is qualified in its entirety by reference to the full text of the Additional Proxy Materials, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Additional Proxy Materials
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

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

Dated: December 14, 2023