ATLANTIC COASTAL ACQUISITION CORP. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Change in Directors or Principal Officers, Other Events (form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

On March 21, 2023, as previously reported, Daniel M. Tapiero resigned from the Board of Directors (the "Board"), and all committees thereof, of Atlantic Coastal Acquisition Corp. (the "Company"). On April 3, 2023, the Company received notice ("Notice") from the Nasdaq Stock Market LLC ("Nasdaq") informing the Company that, as a result of Mr. Tapiero's resignation, the Company was not in compliance with Nasdaq's listing rules (the "Listing Rules") as set forth in Listing Rule 5605 given the Company's failure to adhere to the independent director, audit, and compensation committee requirements.

Consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), the Company has until the earlier of the Company's next annual shareholders' meeting or March 21, 2024 to regain compliance. However, if the next annual shareholders' meeting is held before September 18, 2023, then the Company must evidence compliance no later than September 18, 2023.

To remedy the deficiencies outlined in the Notice, the Company has, as of April 4, 2023, taken the steps outlined in Items 5.02 and 8.01 below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(b) On April 4, 2023, Anthony D. Eisenberg resigned from the Board. Mr. Eisenberg's decision did not reflect any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Notwithstanding his resignation from the Board, Mr. Eisenberg will continue to serve as Chief Strategy Officer of the Company. As a result of Mr. Eisenberg's resignation, the Company regained compliance with the requirement under the Listing Rules that the majority of the members of the Board are independent directors.

 Item 8.01 Other Events.

On April 4, 2023, in addition to accepting Mr. Eisenberg's resignation from the Board, the Company made the following modifications to the Board:

1. Joanna Lord was appointed to the Compensation Committee of the Board (the

"Compensation Committee").

2. Iqbaljit Kahlon was named chairman of the Compensation Committee.

3. Bryan Dove was appointed to the Audit Committee of the Board (the "Audit

Committee").

4. Iqbaljit Kahlon was named chairman of the Audit Committee.

5. Iqbaljit Kahlon was designated as an "audit committee financial expert"

pursuant to Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.

As a result of the foregoing, the Company believes it has remedied the deficiencies with respect to the Listing Rules outlined in the Notice.

Additionally, the Second Amended and Restated Certificate of Incorporation of the Company (the "Charter") requires the Board to be divided into three classes, as nearly equal in number as possible and designated as Class I, Class II, and Class III (collectively, the "Classes"). The resignations above created an imbalance in the number of directors in each class. Consequently, on April 4, 2023, the Company re-assigned Joanna Lord, a former Class II director, from Class II to Class III to ensure compliance with the Charter.

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