UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 9, 2021
ATLANTIC COASTAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40158 | 85-4178663 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
|
6 St Johns Lane, Floor 5 New York, New York |
10013 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +1 (248) 890-7200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | ACAHU | The Nasdaq Stock Market LLC | ||
| Shares of Class A common stock included as part of the units | ACAH | The Nasdaq Stock Market LLC | ||
| Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ACAHW | The Nasdaq Stock Market LLC |
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).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 9, 2021, Atlantic Coastal Acquisition Corp. (“ACAH”) entered into a Loan Commitment Letter (the “Commitment Letter”) with Atlantic Coastal Acquisition Management LLC (“Payee”), pursuant to which, through September 30, 2022, Payee may loan to ACAH (upon request of ACAH) up to $1,315,000 for costs reasonably related to ACAH’s consummation of an initial business combination.
Any loans made pursuant to the Commitment Letter will not bear any interest, will be unsecured and will be repaid upon the consummation of a business combination. In the event that ACAH does not consummate a business combination, all amounts loaned to ACAH under the Commitment Letter will be forgiven except to the extent that ACAH has funds available to it outside of its trust account established in connection with its initial public offering.
A copy of the Commitment Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Commitment Letter.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Commitment Letter |
| 1 |
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.
| ATLANTIC COASTAL ACQUISITION CORP. | |||
| By: | /s/ Shahraab Ahmad | ||
| Name: | Shahraab Ahmad | ||
| Title: | Chief Executive Officer | ||
| Dated: August 13, 2021 | |||
| 2 |
Exhibit 10.1
August 9, 2021
RE: Atlantic Coastal Acquisition Management LLC Loan Commitment
To Whom It May Concern:
This letter is to confirm the undersigned’s commitment that, through 9/30/2022, if funds are needed by Atlantic Coastal Acquisition Corp. (the “Company”) and upon request by the Company, the undersigned will provide loans of up to an aggregate of $ 1,315,000 to the Company. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. The undersigned understands that if the Company does not consummate a business combination (as described in the Company’s prospectus, dated March 3, 2021), all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company’s initial public offering.
Signed,
/s/ Shahraab Ahmad
Shahraab Ahmad
Chief Executive Officer
Atlantic Coastal Acquisition Management LLC