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| CIK | 1893219 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Atlantic Coastal Acquisition Corp. II
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 Abpro Holdings, Inc |
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| August 13, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-284021 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 5, 2025) ABPRO HOLDINGS, INC. This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284021). Capitalized terms used in this prospectus supplement and not otherwise defined here |
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| July 24, 2025 |
Consulting Agreement dated July 20, 2025 Exhibit 10.1 CONSULTING AGREEMENT 1. Parties. This Consulting Agreement (the “Agreement”) made on July 20, 2025 is by and between: Client: Abpro Holdings, Inc. (the "Client"), and Consultant: BioCelsus International inc. (the “Consultant"). In consideration of the mutual terms, the Client hereby employs the Consultant as an independent contractor under the following terms and conditions: 2. Term. |
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| July 24, 2025 |
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): July 20, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission File |
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| June 18, 2025 |
Form of Rollover Stock Option Award Agreement Exhibit 4.5 [INCENTIVE/NON-STATUTORY] STOCK OPTION Granted by Abpro Corporation (the “Company”) Under the 2014 Stock Incentive Plan This Option is and shall be subject in every respect to the provisions of the Company’s 2014 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The holder of this Option (the “Holder”) her |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 87-1013956 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 68 Cummings Park Drive Woburn, MA 01801 (Address of principal execu |
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| June 18, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Abpro Holdings, Inc. |
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| June 18, 2025 |
Exhibit 4.6 ABPRO HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Abpro Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Abpro Holdings, Inc. 2024 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the right t |
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| June 18, 2025 |
Form of Rollover RSU Award Agreement Exhibit 4.4 ABPRO CORPORATION 2014 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of [] (“Grant Date”) by and between Abpro Corporation (“Company”) and [] (“Grantee”). WHEREAS, the Company has adopted the Abpro Corporation 2014 Stock Incentive Plan (“Plan”) pursuant to which “Other Stock-Based Awards,” including a |
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| June 18, 2025 |
Form of Option Award Agreement Exhibit 4.7 ABPRO HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Abpro Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Abpro Holdings, Inc. 2024 Equity Incentive Plan as it may be amended from time to time (the “Plan”), hereby grants to the Optionholder (as defined below) an option to purchase the number of Common Shares of the Company (“Common Shares”) |
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| June 17, 2025 |
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): June 17, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission File |
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| June 12, 2025 |
Abpro Holdings, Inc. 20,699,242 shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287492 PROSPECTUS Abpro Holdings, Inc. 20,699,242 shares of Common Stock This prospectus relates to the offer and resale from time to time, up to 20,699,242 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Abpro Holdings, Inc. (the “Company” or “New Abpro”), issuable pursuant to the Standby Equity Purchase Agreement |
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| June 10, 2025 |
Abpro Holdings, Inc. 68 Cummings Park Drive Woburn, Massachusetts 01801 June 10, 2025 Abpro Holdings, Inc. 68 Cummings Park Drive Woburn, Massachusetts 01801 June 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Joe McCann Re: Acceleration Request for Abpro Holdings, Inc. Registration Statement on Form S-1 (File No. 333-287492) Ladies and Gentlemen: P |
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| June 6, 2025 |
As filed with the U.S. Securities and Exchange Commission on June 6, 2025 As filed with the U.S. Securities and Exchange Commission on June 6, 2025 Registration No. 333-287492 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 87-1013956 (State or other jurisdiction of incorpora |
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| June 6, 2025 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Jonathan H. |
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| May 22, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 21, 2025 As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 87-1013956 (State or other jurisdiction of incorporation or organization) (Pr |
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| May 22, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) ABPRO HOLDINGS, INC. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 Abpro Holdings, In |
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| May 15, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-284021 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 5, 2025) ABPRO HOLDINGS, INC. This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284021). Capitalized terms used in this prospectus supplement and not otherwise defined here |
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| May 1, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Abpro Holdings, Inc. |
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| May 1, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 1, 2025 As filed with the U.S. Securities and Exchange Commission on May 1, 2025 Registration No. 333-284021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 87-1013956 (State or other jurisdictio |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 28, 2025 |
Exhibit 99.1 Abpro and Celltrion Unveil Preclinical Data for ABP-102/CT-P72 at AACR 2025, Showcasing Potential Best-in-Class HER2 x CD3 T-Cell Engager ● Data suggest potential for superior tumor selectivity, potent efficacy, and improved safety profile ● Abpro and Celltrion have a strategic partnership for worldwide development and commercialization of ABP-102/CT-P72 ● HER2-positive cancers repres |
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| April 28, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 27, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 24, 2025 |
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): April 20, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 24, 2025 |
Exhibit 10.1 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to Convertible Promissory Note (this “Amendment”) is made and entered into as of April 20, 2025, by and between Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II), a Delaware corporation (the “Company”), and YA II PN, Ltd. (the “Holder”). RECITALS WHEREAS, the Company delivered that certain Convertible |
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| April 23, 2025 |
As filed with the Securities and Exchange Commission on April 23, 2025 As filed with the Securities and Exchange Commission on April 23, 2025 Registration No. |
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| April 23, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-284021 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 12, 2025) ABPRO HOLDINGS, INC. This prospectus supplement supplements the prospectus dated February 12, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284021). Capitalized terms used in this prospectus supplement and not otherwise de |
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| April 16, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 10, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 15, 2025 |
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): April 12, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41224 Abpro Holdings, |
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| April 15, 2025 |
Exhibit 19.1 ABPRO HOLDINGS, INC. STATEMENT OF COMPANY POLICY REGARDING INSIDER TRADING AND UNAUTHORIZED DISCLOSURES Effective: November 11, 2024 The following information regarding our Policy on Insider Trading and Unauthorized Disclosures may be summarized simply as follows: DO NOT trade on or pass to others material nonpublic information about the Company or about those with whom the Company ha |
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| April 15, 2025 |
Description of Registrant’s Securities Exhibit 4.7 DESCRIPTION OF CAPITAL STOCK The following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Charter and Bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part. We urge you to read the Charter and Bylaws in their entirety for a complete descri |
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| April 15, 2025 |
Code of Business Ethics and Conduct Exhibit 14.1 CODE OF CONDUCT AND ETHICS OF ABPRO HOLDINGS, INC. Adopted: November 11, 2024 The Board of Directors of Abpro Holdings, Inc. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our stockholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To prompt full, fair, accurate, timely |
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| April 8, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 2, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission File |
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| April 8, 2025 |
Submission of Matters to a Vote of Security Holders 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): April 8, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission File |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-41224 For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| March 26, 2025 |
Exhibit 99.1 Abpro Announces Oral Presentation of First Preclinical Data for ABP-102/CT-P72, a Tetravalent Bispecific HER2 x CD3 T-Cell Engager, at AACR Annual Meeting 2025 Abpro has a strategic partnership with Celltrion for worldwide development and commercialization of AB-102/CT-P72 WOBURN, Mass., March 25, 2025 – Abpro Holdings, Inc. (Nasdaq:ABP) ("Abpro"), a biotechnology company dedicated to |
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| March 26, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 25, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 7, 2025 |
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): March 3, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission File |
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| March 6, 2025 |
Abpro Holdings, Inc. 68 Cummings Park Drive Woburn, MA 01801 Exhibit 99.1 Abpro Holdings, Inc. 68 Cummings Park Drive Woburn, MA 01801 March 6, 2025 Continental Stock Transfer & Trust Company One State Street, 30th Floor New York, New York 10004 Attn: Compliance Department Re: Notice of Change in Warrant Conversion Price (CUSIP #000847111) To the addressee set forth above: Reference is made to that certain Private Warrant Agreement, dated as of January 13, |
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| March 6, 2025 |
Material Modification to Rights of Security Holders, Financial Statements and Exhibits 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): March 5, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission File |
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| February 21, 2025 |
Exhibit 99.1 1 CORPORATE PRESENTATION Q1 2025 2 Disclaimers Forward - Looking Statements This presentation (“Presentation”) contains certain forward - looking statements within the meaning of the federal securities laws , including the products and services offered by Abpro Holdings, Inc. (“ Abpro ”) and the markets in which it operates and Abpro’s projected future results. These forward - looking |
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| February 21, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 21, 2025 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission |
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| February 12, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-284021 PROSPECTUS Abpro Holdings, Inc. Primary Offering of Up to 28,850,000 shares of Common Stock Upon the Exercise of Warrants Secondary Offering of Up to 31,935,312 shares of Common Stock Up to 13,850,000 Warrants This prospectus relates to the primary issuance by us of up to an aggregate of 28,850,000 shares of Common Stock, par value $0.00 |
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| February 10, 2025 |
Abpro Holdings, Inc. 68 Cummings Park Drive Woburn, Massachusetts 01801 February 10, 2025 Abpro Holdings, Inc. 68 Cummings Park Drive Woburn, Massachusetts 01801 February 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Joe McCann Re: Acceleration Request for Abpro Holdings, Inc. Registration Statement on Form S-1 (File No. 333-284021) Ladies and Gentle |
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| February 7, 2025 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Jonathan H. |
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| February 7, 2025 |
As filed with the U.S. Securities and Exchange Commission on February 7, 2025 As filed with the U.S. Securities and Exchange Commission on February 7, 2025 Registration No. 333-284021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 87-1013956 (State or other jurisdiction of incor |
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| February 7, 2025 |
Warrant Agreement, dated February 7, 2025, between the Company and Ian Chan. Exhibit 4.6 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGI |
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| February 7, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Abpro Holdings, Inc. |
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| December 23, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Abpro Holdings, Inc. |
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| December 23, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 23, 2024 As filed with the U.S. Securities and Exchange Commission on December 23, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 87-1013956 (State or other jurisdiction of incorporation or organization |
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| December 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 12, 2024 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission |
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| December 12, 2024 |
Abpro Holdings Celebrates Closing of Business Combination with Nasdaq Bell Ringing Exhibit 99.1 Abpro Holdings Celebrates Closing of Business Combination with Nasdaq Bell Ringing ● Business combination closed November 13, 2024 ● Raised $10 million of gross proceeds in connection with the business combination ● Agreements are in place with Yorkville for up to a $50 million standby equity purchase agreement, to raise an additional $2 million in debt financing and the sale of up to |
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| December 10, 2024 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 9, 2024 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission F |
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| December 10, 2024 |
Exhibit 16.1 December 9, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Abpro Holdings, Inc. (formerly Atlantic Coastal Acquisition Corp. II) under Item 4.01 of its Form 8-K dated December 9, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with |
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| November 29, 2024 |
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): November 21, 2024 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission |
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| November 26, 2024 |
Exhibit 21.1 Subsidiaries of Abpro Holdings, Inc. 1. Abpro Corporation (Delaware) |
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| November 26, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLANTIC COASTAL ACQUISITION CORP. II Shahraab Ahmad hereby certifies that: ONE: He is the duly elected and acting Chief Executive Officer of Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Corporation”). TWO: The date of filing of said corporation’s original certificate of incorporation with the Secretary |
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| November 26, 2024 |
ABPRO MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.3 ABPRO MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and cash flows of our company as of and for the periods presented below. The following discussion and analysis of our financial condition and re |
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| November 26, 2024 |
Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF ABPRO HOLDINGS, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, Co |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 ABPRO HOLDINGS, I |
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| November 26, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (“Current Report”), unless defined below. As used in this unaudited pro forma condensed combined financial information, “Abpro” refers to Abpro Corporation prior to the Business Combination. The unaud |
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| November 26, 2024 |
Exhibit 10.30 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS |
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| November 26, 2024 |
Exhibit 10.9 ABPRO HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Abpro Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”) is to provide a means through which the Company and its Affiliates (each as defined below) may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, off |
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| November 26, 2024 |
Exhibit 99.2 ABPRO CORPORATION AND SUBSIDIARY UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 1 Condensed Consolidated Statements of |
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| November 26, 2024 |
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): November 12, 2024 Abpro Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorporation) (Commission |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transi |
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| November 13, 2024 |
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): November 13, 2024 ABPRO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 13, 2024 |
Abpro Announces Closing of Business Combination with Atlantic Coastal Acquisition Corp. II Exhibit 99.1 Abpro Announces Closing of Business Combination with Atlantic Coastal Acquisition Corp. II • Abpro Expected to Begin Trading on Nasdaq on Wednesday, November 13, 2024 Under the Tickers “ABP” and “ABPWW” November 13, 2024 — WOBURN, MA & NEW YORK, NY—Abpro Corporation, a biotechnology company with the mission of improving the lives of those facing severe and life-threatening diseases wi |
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| November 8, 2024 |
425 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): November 7, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| November 8, 2024 |
425 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): November 8, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| November 8, 2024 |
425 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): November 7, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| November 8, 2024 |
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): November 7, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| November 8, 2024 |
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): November 8, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| November 8, 2024 |
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): November 7, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| November 8, 2024 |
Exhibit 10.1 Date: November 7, 2024 To: Atlantic Coastal Acquisition Corp. II, a Delaware corporation (“ACAB”), and Abpro Corporation, a Delaware Corporation (“Target”). Address: 6 St Johns Lane, Floor 5 New York, NY 10013 From: YA II PN, LTD., a Cayman Islands exempt limited company (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to con |
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| November 6, 2024 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 5, 2024, is made by and among Atlantic Coastal Acquisition Corp. II, a Delaware Corporation (to be renamed “Abpro Holdings, Inc.” in accordance with the Transaction Agreement (as defined below), the “Company”), and the Backstop Investor (as defined below). WHEREAS, the Company is a special |
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| November 6, 2024 |
425 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): November 5, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| November 6, 2024 |
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): November 5, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| November 4, 2024 |
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): October 30, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| November 4, 2024 |
425 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): October 30, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| November 4, 2024 |
Exhibit 10.3 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| November 4, 2024 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 30, 2024 is made by and among YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), ATLANTIC COASTAL ACQUISITION CORP. II, a Delaware corporation (the “Company”), and ABPRO CORPORATION, a Delaware corporation (“Abpro”). For purposes of this Agreement, ref |
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| November 4, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 30, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), ATLANTIC COASTAL ACQUISITION CORP. II, a company incorporated under the laws of the State of Delaware (the “Company”) and ABPRO CORPORATION, a company incorporated under the la |
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| October 21, 2024 |
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): October 16, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| October 21, 2024 |
425 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): October 16, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| October 18, 2024 |
424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-276618 Dear Stockholder: On December 11, 2023, Atlantic Coastal Acquisition Corp. II (“ACAB”) and Abpro Merger Sub Corp. (“Merger Sub”), a wholly owned subsidiary of ACAB, entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Abpr |
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| October 17, 2024 |
As filed with the Securities and Exchange Commission on October 17, 2024. Registration No. 333- 276618 UNITED STATES SECURITIES AND EXCHANGE C OM MISSION Washington, D.C. 205 49 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlantic Coastal Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 87-1013956 (State or other juri |
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| October 16, 2024 |
ATLANTIC COASTAL ACQUISITION CORP. II 6 St Johns Lane, Floor 5 New York, New York 10013 October 16, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tamika Sheppard, Staff Attorney Alan Campbell, Staff Attorney Re: Atlantic Coastal Acquisition Corp. II - Registration Statement – Form S-4 File N |
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| October 15, 2024 |
425 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): October 15, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| October 15, 2024 |
Exhibit 99.1 Corporate Presentation OCT 2024 1 2 Disclaimers This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Abpro Corporation (“Abpro”) and Atlantic Coastal Acquisition Corp. II (“ACAB”) and related transactions (the “Propos |
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| October 15, 2024 |
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): October 15, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| October 9, 2024 |
Exhibit 10.34 This Amendment to the Collaboration Agreement (the “Amendment”) is entered into as of October 9, 2024 (the “Amendment Effective Date”). Between: (1) ABPRO CORPORATION, a Delaware corporation with its principal place of business at 68 Cummings Park Drive, Woburn, Massachusetts 01801 (“Abpro”); and (2) CELLTRION, INC., whose registered office is at 23, Acedemy-ro, Yeonsu-gu, Incheon, 2 |
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| October 9, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on October 9, 2024. |
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| October 9, 2024 |
Promissory Note, dated October 7, 2024, by and between Abpro and Abpro Bio International, Inc. Exhibit 10.35 PROMISSORY NOTE Up to US$1,000,000.00 October 7, 2024 FOR VALUE RECEIVED, Abpro Corporation, a Delaware corporation (the “Company”), hereby promises to pay to the order of Abpro Bio International, Inc., a Delaware corporation (the “Holder”), the principal sum of up to one million US dollars (US$1,000,000.00), which the Company may draw down in installments as set forth herein (each, |
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| October 9, 2024 |
Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP 31 West 52nd Street | New York, NY 10019-6131 | tel 212. |
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| September 20, 2024 |
Exhibit 3.1 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLANTIC COASTAL ACQUISITION CORP. II Pursuant to Section 242 of the Delaware General Corporation Law ATLANTIC COASTAL ACQUISITION CORP. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Atlanti |
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| September 20, 2024 |
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): September 19, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpora |
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| September 16, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 13, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| September 10, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 6, 2024 |
Promissory Note, dated August 16, 2024, by and between Abpro and Shahraab Ahmad. Exhibit 10.33 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. P |
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| September 6, 2024 |
Exhibit 10.12 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between ABPRO HOLDINGS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insu |
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| September 6, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on September 6 , 2024. |
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| September 6, 2024 |
Form of Proxy Card to be used by Atlantic Coastal Acquisition Corp II. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours — a QUICK Day, 7 Days ï^ï^ï^ a Week EASY or by Mail ATLANTIC COASTAL to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you ACQUISITION CORP. II marked, Votes submitted signed and electronically returned your over proxy the Internet card. must on XXXX be XX, recei |
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| September 6, 2024 |
Consent of Ian Chan (Director Nominee) Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Atlantic Coastal Acquisition Corp. II (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be |
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| September 6, 2024 |
Exhibit 10.30 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of May 30, 2024, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”). RECITALS WHEREAS, the Company is a special purpose acquisition company that closed on its initial public offering on Jan |
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| September 6, 2024 |
Consent of Jin Wook (Miles) Suk (Director Nominee) Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Atlantic Coastal Acquisition Corp. II (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be |
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| September 6, 2024 |
Consent of Ian McDonald (Director Nominee) Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Atlantic Coastal Acquisition Corp. II (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be |
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| September 6, 2024 |
Form of Abpro Holdings, Inc. 2024 Equity Incentive Plan. Exhibit 10.13 ABPRO HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Abpro Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”) is to provide a means through which the Company and its Affiliates (each as defined below) may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, of |
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| September 6, 2024 |
Consent of Soo Young Lee (Director Nominee) Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Atlantic Coastal Acquisition Corp. II (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be |
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| September 4, 2024 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 4, 2024 |
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): September 4, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporat |
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| September 4, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 4, 2024 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of December 11, 2023, by and among (a) Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “SPAC”), (b) Abpro Merger Sub Corp, a Delaware corporation |
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| September 4, 2024 |
425 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): September 4, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorp |
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| September 3, 2024 |
September 3, 2024 VIA EDGAR Ms. Doris Stacey Gama Mr. Joshua Gorsky United States Securities and Exchange Commission Division of Corporate Finance, Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Atlantic Coastal Acquisition Corp. II Preliminary Proxy Statement of Schedule 14A Filed August 20, 2024 File No. 001-41224 Dear Ms. Doris Stacey Gama and Mr. Joshua Gorsky: On behalf o |
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| August 29, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpor |
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| August 28, 2024 |
Exhibit 10.2 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is entered into as of August 22, 2024, by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (including its successors, the “Company”), and Celltrion, Inc. (“Investor”). Unless otherwise provided, each capitalized term used and not otherwise defined herein shall have the meaning set fort |
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| August 28, 2024 |
Exhibit 10.1 [FORM OF SUBSCRIPTION AGREEMENT] This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [] day of August, 2024 (“Effective Date”), by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). WHEREAS, on December 11, 2023, the Issuer, Abpro Corporation, a Delaware corporation (the “Company”), |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporatio |
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| August 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporatio |
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| August 14, 2024 |
SEC FILE NUMBER 001-41224 CUSIP NUMBER 04845A207 04845A108 04845A116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 6, 2024 |
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): July 31, 2024 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) |
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| July 19, 2024 |
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): July 18, 2024 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) |
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| July 9, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission filenumber |
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| June 18, 2024 |
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): June 14, 2024 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) |
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| June 7, 2024 |
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): June 3, 2024 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) |
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| May 31, 2024 |
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): May 30, 2024 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) |
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| May 31, 2024 |
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): May 30, 2024 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) |
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| May 31, 2024 |
Exhibit 10. 1 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of May 30, 2024, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”). RECITALS WHEREAS, the Company is a special purpose acquisition company that closed on its initial public offering on Jan |
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| May 17, 2024 |
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): May 16, 2024 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) |
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| May 15, 2024 |
04845A 207 04845A 108 04845A 116 NT 10-Q SEC FILE NUMBER 001-41224 CUSIP NUMBER 04845A 207 04845A 108 04845A 116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 30, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on April 30, 2024. |
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| April 30, 2024 |
Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP 31 West 52nd Street | New York, NY 10019-6131 | tel 212. |
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| April 23, 2024 |
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): April 18, 2024 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 |
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| April 23, 2024 |
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): April 18, 2024 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 |
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| April 16, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of April 10, 2024 (the “Effective Date”) by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Atlantic Coastal Acquisition Corp. II, a Delaware corporation (“SPAC”), and Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (“ |
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| April 16, 2024 |
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): April 10, 2024 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 |
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| April 3, 2024 |
425 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): April 2, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporat |
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| April 3, 2024 |
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): April 2, 2024 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) |
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| April 3, 2024 |
EX-99.1 Exhibit 99.1 Corporate Presentation April 2024 2 Disclaimers This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Abpro Corporation (“Abpro”) and Atlantic Coastal Acquisition Corp. II (“ACAB”) and related transactions (the |
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| April 2, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on April 2, 2024. |
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| April 2, 2024 |
Exhibit 10.27 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Confidential COLLABORATION AND LICENSE AGREEMENT THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of this 15th day of January, |
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| April 2, 2024 |
Exhibit 10.22 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Confidential LICENSE AGREEMENT THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of this 26th day of August, 2016 (the “Effectiv |
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| April 2, 2024 |
Exhibit 10.28 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Confidential Confidential EXECUTION COPY COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (this “Agreement”) is entered into as of this 21st day of Septe |
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| April 2, 2024 |
Exhibit 10.24 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT - EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public |
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| April 2, 2024 |
Exhibit 10.26 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Confidential COLLABORATION AND LICENSE AGREEMENT THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of this 14th day of December, |
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| April 2, 2024 |
Exhibit 10.23 ABPRO CORPORATION 65 CUMMINGS PARK DRIVE WOBURN, MA 01801 August 8, 2017 Ladies and Gentlemen: This side letter agreement (this “Letter”) relates to that certain Collaboration and License Agreement, as amended (the “License Agreement”), dated as of August 26, 2016, by and among MedImmune Limited, a company incorporated in England and Wales (“MedImmune”), AbMed Corporation, a Delaware |
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| April 2, 2024 |
Exhibit 10.25 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. No./ COLLABORATION AGREEMENT Project: BsAb COLLABORATION AGREEMENT Party A: Abpro Corporation Party B: Nanjing Chia Tai Tianqing Pharmaceutical Co., Ltd. Pla |
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| April 2, 2024 |
Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP 31 West 52nd Street | New York, NY 10019-6131 | tel 212. |
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| April 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
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| April 1, 2024 |
Policy relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 ATLANTIC COASTAL ACQUISITION CORP. II CLAWBACK POLICY Adopted: October 26, 2023 Effective: October 2, 2023 1. Purpose Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), has adopted this Clawback Policy (this “Policy”) to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Securi |
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| April 1, 2024 |
Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Atlantic Coastal Acquisition Corp. II (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one share |
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| March 29, 2024 |
Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Atlantic Coastal Acquisition Corp. II (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one share |
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| March 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4122 |
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| March 29, 2024 |
Exhibit 97.1 ATLANTIC COASTAL ACQUISITION CORP. II CLAWBACK POLICY Adopted: October 26, 2023 Effective: October 2, 2023 1. Purpose Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), has adopted this Clawback Policy (this “Policy”) to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Securi |
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| March 19, 2024 |
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): March 15, 2024 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 |
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| March 13, 2024 |
425 Filed by Atlantic Coastal Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Atlantic Coastal Acquisition Corp. II Commission File Number: 001-41224 Date: March 13, 2024 The following is a transcript with Abpro’s CEO and Atlantic Coastal Acquisition Corp. II’s CEO conduc |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Atlantic Coastal Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04845A108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| January 22, 2024 |
Exhibit 99.1 Abpro Announces Filing of Registration Statement on Form S-4 in Connection with Business Combination Agreement with Atlantic Coastal Acquisition Corp. II Woburn, Mass. & New York, NY — January 22, 2024—Abpro Corporation (“Abpro”), a biotech company with the mission of improving the lives of mankind facing severe and life-threatening diseases with next-generation antibody therapies, an |
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| January 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 22, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| January 22, 2024 |
425 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): January 22, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorpo |
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| January 22, 2024 |
Exhibit 99.2 1 2 Disclaimers This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Abpro Corporation (“Abpro”) and Atlantic Coastal Acquisition Corp. II (“ACAB”) and related transactions (the “Proposed Business Combination”) and fo |
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| January 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Atlantic Coastal Acquisition Corp. |
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| January 19, 2024 |
Exhibit 10.15 June 11, 2018 Rob Markelewicz Jr. **** Dear Rob: It is my sincere pleasure to offer you a position with Abpro (the “Company”) as SVP, Head of Clinical Research and Development, reporting directly to me. The purpose of this letter is to outline the terms of your employment relationship and it supersedes any previous oral or written representations made. This letter represents the enti |
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| January 19, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on January 1 9 , 2024. |
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| January 19, 2024 |
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): January 18, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| January 19, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): January 18, 2024 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or Other Jurisdiction of Incorporati |
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| January 19, 2024 |
Offer Letter, dated November 5, 2020, by and between Abpro and Christian Zapf. Exhibit 10.16 November 5, 2020 Christian Zapf Dear Christian, On behalf of Abpro (the “Company”), I am pleased to offer you the position of SVP-Corporate Development/General Counsel, reporting to Ian Chan. Details of our offer are as follows: 1. Effective Date: Your full-time position with the Company shall start on November 18, 2020 (the “Commencement Date”). You will initially work remotely but |
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| January 19, 2024 |
Exhibit 10.14 EMPLOYMENT AGREEMENT AGREEMENT made and entered into as of the 15th day of January, 2020 by and between Abpro Corporation, a Delaware corporation with its principal place of business in Woburn, Massachusetts (the “Company”), and Ian Chan, of **** (the “Executive”). WITNESSETH THAT: WHEREAS, the Company desires to employ the Executive in an executive capacity in the conduct of its bus |
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| January 19, 2024 |
Exhibit 10.18 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), dated as of January 1, 2023 is entered into by Abpro Corporation (the “Company”) and NEM LLC, a single member limited liability company having an address at **** (the “Consultant”) and whose principal is Mr. Eugene Chan. This Agreement supersedes the earlier Consulting Agreement dated January 15, 2020 between Mr. Eugen |
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| January 19, 2024 |
Exhibit 10.19 July 3, 2014 Mr. Ian Chan Abpro Corporation **** Dear Mr. Chan: We are delighted to welcome you and your firm as a Cummings Properties client and enclose a fully executed original of your lease for your file. We enjoyed working with you to meet your business objectives in structuring the lease for your new facility. For your convenience, we also enclose a resource guide to answer typ |
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| January 19, 2024 |
SC 13G/A 1 p24-0119sc13ga.htm ATLANTIC COASTAL ACQUISITION CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Atlantic Coastal Acquisition Corp. II (Name of Issuer) Series A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04845A108 (CUSIP Number) December 31, 2023 (Date of event whi |
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| January 19, 2024 |
Exhibit 10.21 CUMMINGS PROPERTIES, LLC STANDARD FORM W02210060-KLM-F LEASE EXTENSION # 2 In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and Abpro Corporation. LESSEE, at 65, 68, 69, and 70 Cummings Park Woburn, Massachusetts (“premises” or “leased premises”), fully executed on July 2, 2014 (as amended and/or extended, the “lease”), and currently scheduled to termina |
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| January 19, 2024 |
Exhibit 10.20 CUMMINGS PROPERTIES, LLC STANDARD FORM W05170256-KLM-G LEASE EXTENSION # 1 In connection with a lease in effect between Cummings Properties, LLC, LESSOR, and Abpro Corporation, LESSEE, at 65 Cummings Park and 395 West Cummings Park, Woburn, Massachusetts (“premises” or “leased premises”), fully executed on July 2, 2014 and currently scheduled to terminate on August 30, 2017, and in c |
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| January 19, 2024 |
Exhibit 10.1 Atlantic Coastal Acquisition Management II LLC 6 St Johns Lane, Floor 5 New York, New York 10013 January 18, 2024 Atlantic Coastal Acquisition Corp. II 6 St Johns Lane, Floor 5 New York, New York 10013 Attn: Shahraab Ahmad, Chief Executive Officer Re: Amendment to Sponsor Share Letter Dear Mr. Ahmad: Reference is hereby made to that certain Business Combination Agreement, dated as of |
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| January 19, 2024 |
Promissory Note, dated October 18, 2023, by and between Abpro and Abpro Bio International, Inc. Exhibit 10.17 PROMISSORY NOTE Up to US$6,000,000.00 October 18, 2023 FOR VALUE RECEIVED, Abpro Corporation, a Delaware corporation (the “Company”), hereby promises to pay to the order of Abpro Bio International, Inc., a Delaware corporation (the “Holder”), the principal sum of up to six million US dollars (US$6,000,000.00), which the Company may draw down in installments as set forth herein (each, |
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| December 18, 2023 |
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 15, 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 Incorporat |
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| December 18, 2023 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ATLANTIC COASTAL ACQUISITION CORP. II”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF DECEMBER, A.D. 2023, AT 3:56 O`CLOCK P.M. 5936929 8100 SR# 20234242482 Authentication: 204845071 Date: 12-18- |
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| December 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-41224 |
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| December 14, 2023 |
Exhibit 99.1 ATLANTIC COASTAL ACQUISITION CORP. II 6 St Johns Lane, Floor 5 New York, NY 10013 SUPPLEMENT TO PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS To Be Held December 15, 2023 Explanatory Note On December 1, 2023, Atlantic Coastal Acquisition Corp. II, which we refer to as “we,” “us,” “our,” “ACAB” or the “Company,” filed a definitive proxy statement, which we refer to as the “Pr |
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| December 14, 2023 |
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 Incorporat |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 12, 2023 |
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 11, 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 Incorporat |
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| December 12, 2023 |
DEFA14A 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 11, 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 In |
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| December 12, 2023 |
EX-10.1 Exhibit 10.1 Atlantic Coastal Acquisition Management II LLC 6 St Johns Lane, Floor 5 New York, New York 10013 December 11, 2023 Atlantic Coastal Acquisition Corp. II 6 St Johns Lane, Floor 5 New York, New York 10013 Attn: Shahraab Ahmad, Chief Executive Officer Re: Sponsor Share Letter Dear Mr. Ahmad: Reference is hereby made to that certain Business Combination Agreement, dated as of Dece |
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| December 12, 2023 |
EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG ATLANTIC COASTAL ACQUISITION CORP. II, ABPRO MERGER SUB CORP. AND ABPRO CORPORATION DATED AS OF December 11, 2023 TABLE OF CONTENTS ARTICLE I. CERTAIN DEFINITIONS 4 Section 1.1. Definitions 4 Section 1.2. Certain Defined Terms 21 Allocation Schedule 21 ARTICLE II. THE MERGER 23 Section 2.1. Closing Transactions 23 Section 2.2. Continge |
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| December 12, 2023 |
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 11, 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 Incorporat |
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| December 1, 2023 |
Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP 31 West 52nd Street | New York, NY 10019-6131 | tel 212. |
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| December 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| November 14, 2023 |
04845A 207 04845A 108 04845A 116 SEC FILE NUMBER 001-41224 CUSIP NUMBER 04845A 207 04845A 108 04845A 116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 7, 2023 |
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): November 6, 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 Incorporati |
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| November 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| October 18, 2023 |
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): October 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 Incorporati |
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| October 18, 2023 |
Promissory Note dated October 14, 2023 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| October 18, 2023 |
Exhibit 99.1 Atlantic Coastal Acquisition Corp. II Announces Extension of Business Combination Period and Additional Contribution to Trust Account NEW YORK, N.Y. – October 18, 2023 – Atlantic Coastal Acquisition Corp. II (NASDAQ: ACAB) (the “Company”), a special purpose acquisition corporation, announced that Atlantic Coastal Acquisition Management II LLC, the Company’s initial public offering spo |
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| September 21, 2023 |
Abpro to Become Publicly Traded via Merger with Atlantic Coastal Acquisition Corp. II Exhibit 99.1 Abpro to Become Publicly Traded via Merger with Atlantic Coastal Acquisition Corp. II • Abpro is a biotechnology company specializing in the development of next-generation antibody therapies intended to improve the lives of those with life-threatening diseases. • The transaction values Abpro at $725 million and will help advance Abpro’s drug pipeline to clinical trials. September 21, |
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| September 21, 2023 |
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): September 18, 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 Incorpora |
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| September 21, 2023 |
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): September 18, 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 Incorpora |
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| August 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 ATLA |
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| August 14, 2023 |
SEC FILE NUMBER 001-41224 CUSIP NUMBER 04845A 207 04845A 108 04845A 116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-41224 ATLA |
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| May 15, 2023 |
SEC FILE NUMBER 001-41224 CUSIP NUMBER 04845A 207 04845A 108 04845A 116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 20, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Atlantic Coastal Acquisition Corp. II (Name of Issuer) Series A common stock, par value $0.0001 per share (Title of Class of Securities) 04845A108 (CUSIP Number) Shahraab Ahmad Atlantic Coastal Acquisition Management II LLC 6 St Johns Lane, Floor 5 |
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| April 20, 2023 |
EX-99.1 2 d457609dex991.htm EXHIBIT I EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Series A Common Stock, par value $0.0001 per share, of Atlantic Coastal Acquisition Corp. II, a Delaw |
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| April 20, 2023 |
SHARE CONVERSION ELECTION NOTICE EX-99.4 3 d457609dex994.htm EXHIBIT IV Exhibit IV SHARE CONVERSION ELECTION NOTICE To: Atlantic Coastal Acquisition Corp. II (the “Company”) Address: 6 St Johns Lane, Floor 5 New York, NY 10013 Phone: (415) 230-4253 From: Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Investor”) Re: Conversion of Series B Common Stock 1. Upon the adoption the of an amend |
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| April 18, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLANTIC COASTAL ACQUISITION CORP. II Pursuant to Section 242 of the Delaware General Corporation Law ATLANTIC COASTAL ACQUISITION CORP. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Atlantic Coas |
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| April 18, 2023 |
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): April 18, 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 |
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| April 12, 2023 |
DEFA14A 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): April 12, 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 Incor |
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| April 12, 2023 |
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): April 12, 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 |
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| April 5, 2023 |
DEFA14A 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): April 5, 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 Incorp |
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| April 5, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April 4, 2023 by and among Atlantic Coastal Acquisition Corp. II (“ACAB”), Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the |
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| April 5, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 5, 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) |
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| April 3, 2023 |
EX-4.7 Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Atlantic Coastal Acquisition Corp. II (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of on |
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| April 3, 2023 |
Table of Contents UNIT ED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2023 |
NT 10-K SEC FILE NUMBER 001-41224 CUSIP NUMBER 04845A 207 04845A 108 04845A 116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 20, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlantic Coastal Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 04845A108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Atlantic Coastal Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04845A108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this State |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlantic Coastal Acquisition Corp. II (Name of Issuer) Series A Common Stock, $0.0001 par value per share (Title of Class of Securities) 04845A108 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to desi |
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| December 1, 2022 |
December 1, 2022 VIA EDGAR Ms. Babette Cooper Ms. Jennifer Monick United States Securities and Exchange Commission Division of Corporate Finance, Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Re: Atlantic Coastal Acquisition Corp. II Form 10-K for the Fiscal Year ended December 31, 2021 Filed March 25, 2022 Form 10-Q for the Quarterly Period ended September 30, 2022 |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30 , 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4122 |
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| August 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 ATLA |
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| May 27, 2022 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlantic Coastal Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04845A108 (CUSIP Number) May 17, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| May 20, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 ATL |
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| May 16, 2022 |
SEC FILE NUMBER 001-41224 CUSIP NUMBER 04845A 207 04845A 108 04845A 116 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 25, 2022 |
Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Atlantic Coastal Acquisition Corp. II (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one share |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41224 Atlantic C |
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| March 4, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2022 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or other jurisdiction of incorp |
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| March 4, 2022 |
Exhibit 99.1 Atlantic Coastal Acquisition Corp. II Announces the Separate Trading of its Shares of Series A Common Stock and Warrants Commencing March 7, 2022 NEW YORK, March 4, 2022 /PRNewswire/ — Atlantic Coastal Acquisition Corp. II (the “Company”) announced that, commencing March 7, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade the share |
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| January 25, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 d279962d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 ATLANTIC COASTAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41224 87-1013956 (State or |
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| January 25, 2022 |
MMCAP International Inc. SPC - FORM SC 13G SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Atlantic Coastal Acquisition Corp. II (Name of Issuer) Series A common stock (Title of Class of Securities) 04845A207 (CUSIP Number) January 18, 2022 (Date of Event Which Requires Fili |
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| January 25, 2022 |
EX-99.1 2 d279962dex991.htm EX-99.1 Exhibit 99.1 ATLANTIC COASTAL ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of Atlantic Coastal Acquisition Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 19, 2022 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockhol |
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| January 19, 2022 |
EX-1.1 2 d292376dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: January 13, 2022 ATLANTIC COASTAL ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York January 13, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies |
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| January 19, 2022 |
EX-3.1 3 d292376dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLANTIC COASTAL ACQUISITION CORP. II Atlantic Coastal Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation is Atlantic Coastal Acquisition Corp. II. SECOND: The original certificate of incor |
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| January 19, 2022 |
Exhibit 10.1 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of January 13, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (th |
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| January 19, 2022 |
Exhibit 10.4 January 13, 2022 Atlantic Coastal Acquisition Corp. II 6 St Johns Lane, Floor 5 New York, New York 10013 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among |
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| January 19, 2022 |
EX-4.1 4 d292376dex41.htm EX-4.1 Exhibit 4.1 PRIVATE WARRANT AGREEMENT between ATLANTIC COASTAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 13, 2022 THIS PRIVATE WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 13, 2022, is by and between Atlantic Coastal Acquisition Corp. II, a D |
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| January 19, 2022 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2022, by and between Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File |
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| January 19, 2022 |
EX-14.1 11 d292376dex141.htm EX-14.1 Exhibit 14.1 ATLANTIC COASTAL ACQUISITION CORP. II CODE OF BUSINESS CONDUCT AND ETHICS Introduction It is the general policy of Atlantic Coastal Acquisition Corp. II (the “Company”) to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws. In carrying out this policy |
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| January 19, 2022 |
EX-10.3 8 d292376dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2022, is made and entered into by and among Atlantic Coastal Acquisition Corp. II, a Delaware corporation (the “Company”), Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”), and the undersign |
