UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Definitive Material Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 14, 2023, Atlantic Coastal Acquisition Corp. II (the “Company”) issued a non-interest bearing, unsecured promissory note in the aggregate principal amount of $80,000 (the “Note”) to Atlantic Coastal Acquisition Management II LLC, the Company’s initial public offering sponsor (the “Sponsor”). The $80,000 was deposited into the Company’s trust account (the “Trust Account”) in order to extend the amount of time that the Company has available to complete a business combination (the “Business Combination Period”). Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Note or to convert all or a portion of the amount loaned under the Note into Series A common stock of the Company at a price equal to $10.20 per share. In the event that the Company does not complete a business combination, the amount loaned under the Note will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven. The Note is filed herewith as Exhibit 10.1 to this report on Form 8-K.
Item 8.01 Other Events.
On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from October 19, 2023 to November 19, 2023. On October 18, 2023, the Company issued a press release announcing the extension. The press release is filed herewith as Exhibit 99.1 to this report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Promissory Note dated October 14, 2023 | |
| 99.1 | Press Release dated October 18, 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: October 18, 2023
| ATLANTIC COASTAL ACQUISITION CORP. II | ||
| By: | /s/ Shahraab Ahmad | |
| Shahraab Ahmad | ||
| Chief Executive Officer | ||