Atlantic Coastal Acquisition Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits
united states
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Atlantic Coastal Acquisition Corp. (the “Company”) was unable to file its quarterly report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”) with the Securities and Exchange Commission (the “SEC”) by August 14, 2023, the statutory deadline to file the Report.
On August 17, 2023, the Company received notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Nasdaq’s continued listing standards (the “Listing Rules”) as set forth in Listing Rule 5250(c)(1) given the Company’s failure to timely file the Report. Consistent with the Listing Rules, the Company has 60 calendar days from the date of the Notice to provide Nasdaq with a specific plan to achieve and sustain compliance with the Listing Rules. The Company expects to file the Report in the coming weeks.
On August 25, 2023, the Company issued a press release (the “August 25th Press Release”) disclosing receipt of the Notice. A copy of the press release is included herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 8.01 | Other Events |
On August 18, 2023, the Company filed a Form 8-K and issued a press release announcing that it would redeem all of its outstanding shares of Class A common stock, effective as of August 18, 2023, because the Company would not consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation.
As disclosed in the August 25th Press Release, the Company no longer intends to redeem all of its outstanding shares of Class A common stock and is seeking stockholder approval to extend the termination date to consummate a business combination beyond September 8, 2023. The Company filed a preliminary proxy statement on August 22, 2023 and an amendment to such preliminary proxy statement on September 5, 2023 (collectively, the “Preliminary Proxy Statement”) in connection with such extension.
On September 6, 2023, the Company filed a definitive proxy statement (the “Definitive Proxy Statement”) in connection with such extension. On September 6, 2023, the Company issued a press release (the “September 6th Press Release”) highlighting the disclosure in the Definitive Proxy Statement that differs from disclosure in the Preliminary Proxy Statement. A copy of the September 6th Press Release is included herewith as Exhibit 99.2 and incorporated herein by reference.
Finally, the Company hereby confirms (i) that the trustee of the Company’s Trust Account (the “Trust Account”), at the instruction of the Company, liquidated the securities in the Trust Account on March 22, 2023, and (ii) as a result of such liquidation, all funds in the Trust Account are currently held in cash in a bank demand deposit account. The Company plans to disclose this in the Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 25, 2023 | |
| 99.2 | Press Release dated September 6, 2023 | |
| 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 6, 2023
| ATLANTIC COASTAL ACQUISITION CORP. | ||
| By: | /s/ Shahraab Ahmad | |
| Shahraab Ahmad | ||
| Chief Executive Officer | ||