UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On September 19, 2024, at a special meeting of the stockholders of Atlantic Coastal Acquisition Corp. II, a Delaware corporation and a special purpose acquisition company ( the “Company”) whose securities are listed on Nasdaq (the “Special Meeting”), the stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation, as amended (the “Charter”), to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), (ii) cease its operations if it fails to complete such Business Combination, and (iii) redeem or repurchase 100% of the Company’s Series A common stock included as part of the units sold in the Company’s initial public offering that was consummated on January 19, 2022 (the “Public Shares”), from September 19, 2024 (the “Original Termination Date”) to October 19, 2024 (the “Extended Date”), or such earlier date as determined by the Company’s board of directors (the “Board”), provided that the Company’s sponsor, Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”), deposits into the trust account maintained for the benefit of the Company’s public stockholders $0.03 for each Public Share that is not redeemed in connection with the Special Meeting. If the Company has not consummated a Business Combination by the Extended Date, the Company may, without another stockholder vote, elect to extend the Extended Date on a monthly basis once (such monthly extension being hereinafter referred to as an “Additional Charter Extension Date”), by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the Extended Date, until November 19, 2024, or a total of up to two months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto.
The foregoing summary of the amendment to the Charter (the “Charter Amendment”) is not complete and is qualified by reference to the Charter Amendment attached hereto as Exhibit 3.1 which was filed with the Office of the Secretary of State of the State of Delaware on September 20, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 19, 2024, the Company held a Special Meeting of Stockholders to vote upon the proposal to amend the Charter described in Item 5.03. An aggregate of 538,506 shares of the Company’s common stock, which represented a quorum of the outstanding common stock entitled to vote as of the record date of August 22, 2024, were represented in person or by proxy at the Special Meeting.
The Company’s stockholders voted on the following proposal at the Special Meeting, which was approved:
(1) Proposal No. 1 — The Charter Amendment Proposal — a proposal to amend the Charter to extend the date by which the Company must consummate a Business Combination (the “Charter Amendment Proposal”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 517,796 | 20,710 | 0 | N/A |
As of the close of business on September 19, 2024, stockholders holding a total of 126,122 public shares of Series A common stock exercised and did not reverse, their right to redeem their public shares in connection with the vote upon the Charter Amendment Proposal. As a result of the foregoing, those holders will receive a payment of approximately $11.27 per share redeemed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amendment No. 3 to the Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 20, 2024
| ATLANTIC COASTAL ACQUISITION CORP. II | ||
| By: | /s/ Shahraab Ahmad | |
| Shahraab Ahmad | ||
| Chief Executive Officer | ||