ATLANTIC COASTAL ACQUISITION CORP. II Item 1.01. Entry into a Material Definitive Agreement.
On
• an Underwriting Agreement, dated January 13, 2022 , between the Company
and Cantor Fitzgerald & Co. , as representative of the several
underwriters, which contains customary representations and warranties and
indemnification of the underwriters by the Company;
• a Private Placement Warrant Purchase Agreement, dated January 13, 2022 ,
between the Company and Atlantic Coastal Acquisition Management II LLC
(the "Sponsor"), pursuant to which the Sponsor purchased 13,850,000
private placement warrants, each exercisable to purchase one share of
Series A Common Stock at $11.50 per share, at a price of $1.00 per
warrant (the "Private Placement Warrants");
• a Public Warrant Agreement, dated January 13, 2022 (the "Public Warrant
Agreement"), and a Private Warrant Agreement, dated January 13, 2022 ,
(the "Private Warrant Agreement" and, together with the Public Warrant
Agreement, the "Warrant Agreements") between the Company and Continental
Stock Transfer & Trust Company , as warrant agent, which set forth the
expiration and exercise price of and procedure for exercising the
Warrants; certain adjustment features of the terms of exercise;
provisions relating to redemption and cashless exercise of the Warrants;
certain registration rights of the holders of Warrants; provision for
amendments to the Warrant Agreements; and indemnification of the warrant
agent by the Company under the agreements;
• an Investment Management Trust Agreement, dated January 13, 2022 , between
the Company and Continental Stock Transfer & Trust Company , as trustee,
which establishes the trust account that will hold the net proceeds of
the IPO proceeds and certain of the proceeds of the sale of the Private
Placement Warrants, and sets forth the responsibilities of the trustee;
the procedures for withdrawal and direction of funds from the trust
account; and indemnification of the trustee by the Company under the
agreement;
• a Registration Rights Agreement, dated January 13, 2022 , between the
Company and certain securityholders of the Company, which provides for
customary demand and piggy-back registration rights for the Sponsor, and
customary piggy-back registration rights for such securityholders, as
well as certain transfer restrictions applicable to the Sponsor with
respect to the Company's securities, and, upon consummation of our
initial business combination and the right of the Sponsor to nominate
three individuals for election to the Company's board of directors;
• a Letter Agreement, dated January 13, 2022 , by and between the Company,
the Sponsor and each of the officers, directors and director nominees of
the Company, pursuant to which the Sponsor and each officer, director and
director nominee of the Company has agreed to vote any shares of Capital
Stock held by him or her in favor of the Company's initial business
combination; to facilitate the liquidation and winding up of the Company
if an initial business combination is not consummated within 15 months;
to certain transfer restrictions with respect to the Company's
securities; and to certain indemnification obligations of the Sponsor;
and pursuant to which the Company has agreed not to enter into a
definitive agreement regarding an initial business combination without
the prior consent of the Sponsor; and
• an Expense Advancement Agreement, dated January 13, 2022 , by and between
the Company and the Sponsor, pursuant to which the Sponsor has agreed to
advance to the Company up to $1,750,000 in the aggregate as may be
necessary to fund the Company's expenses relating to investigating and
selecting a target business and other working capital requirements
following the IPO and prior to any potential initial business
combination.
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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 4.1, 4.2, 10.2, 10.3, 10.4, and 10.5 respectively.
Item 3.02. Unregistered Sales of
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 13,850,000 Private
Placement Warrants at a price of
Item 5.03. Amendments to Certificate of Incorporation.
On
Item 8.01. Other Events
On
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 1.1 Underwriting Agreement between the Company andCantor Fitzgerald & Co. , as representative of the several underwriters named therein 3.1 Amended and Restated Certificate of Incorporation 4.1 Private Warrant Agreement betweenContinental Stock Transfer & Trust Company and the Company 4.2 Public Warrant Agreement betweenContinental Stock Transfer & Trust Company and the Company 10.1 Private Placement Warrant Purchase Agreement between the Company andAtlantic Coastal Acquisition Management II LLC 10.2 Investment Management Trust Account Agreement between Continental StockTransfer & Trust Company and the Company 10.3 Registration Rights Agreement between the Company, Atlantic CoastalAcquisition Management II LLC and certain securityholders of the Company 10.4 Letter Agreement between the Company and Atlantic Coastal AcquisitionManagement II LLC and each of the officers and directors of the Company 10.5 Expense Advancement Agreement between the Company and Atlantic CoastalAcquisition Management II LLC 14.1 Code of Business Conduct and Ethics 3
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