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