United States securities and exchange commission logo





                              November 16, 2022

       Shahraab Ahmad
       Chief Executive Officer
       Atlantic Coastal Acquisition Corp. II
       6 St Johns Lane, Floor 5
       New York, NY 10013

                                                        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
                                                            Filed November 10,
2022
                                                            File No. 001-41224

       Dear Shahraab Ahmad:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
                                                        filings to include
disclosure that addresses how this fact could impact your ability to
                                                        complete your initial
business combination. For instance, discuss the risk to investors that
                                                        you may not be able to
complete an initial business combination with a U.S. target
                                                        company should the
transaction be subject to review by a U.S. government entity, such as
                                                        the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
 Shahraab Ahmad
Atlantic Coastal Acquisition Corp. II
November 16, 2022
Page 2
         transaction could prevent you from completing an initial business
combination and require
         you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and the warrants, which would expire worthless. Please
include an example of
         your intended disclosure in your response.
Form 10-Q for the Quarterly Period Ended September 30, 2022

Notes to Condensed Financial Statements
Note 7. Stockholders' (Deficit) Equity
Warrants, page 15

2.       We note you have classified the 13,850,000 private placements warrants
as equity. Please
         provide us with your analysis under ASC 815-40 to support your
accounting treatment for
         these warrants. As part of your analysis, please address whether there
are any terms or
         provisions in the warrant agreement that provide for potential changes
to the settlement
         amounts that are dependent upon the characteristics of the holder of
the warrant, and if so,
         how you analyzed those provisions in accordance with the guidance in
ASC 815-40. Your
         response should address, but not be limited to, your disclosure that
"[i]f the Private
         Placement Warrants are held by someone other than the initial
purchasers or their
         permitted transferees, the Private Placement Warrants will be
redeemable by the Company
         and exercisable by such holders on the same basis as the Public
Warrants."
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at
202-551-3295
with any questions.



FirstName LastNameShahraab Ahmad                               Sincerely,
Comapany NameAtlantic Coastal Acquisition Corp. II
                                                               Division of
Corporation Finance
November 16, 2022 Page 2                                       Office of Real
Estate & Construction
FirstName LastName