Item 1.01 Entry into a Material Definitive Agreement.

On or about April 4, 2023, Atlantic Coastal Acquisition Management II LLC (the "Sponsor"), the Sponsor of Atlantic Coastal Acquisition Corp. II (the "Company"), entered into agreements ("Non-Redemption Agreements") with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 3,325,900 shares ("Non-Redeemed Shares") of the Company's Series A common stock sold in its initial public offering (the "Public Shares") at the special meeting called by the Company (the "Meeting") to approve an extension of time for the Company to consummate an initial business combination (the "Charter Amendment Proposal") from April 19, 2023 to October 19, 2023 (an "Extension"), subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 831,475 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Meeting. The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement previously filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated April 5, 2023 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 18, 2023, the Company held the Meeting. An aggregate of 29,463,955 shares of the Company's common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of March 13, 2023, were represented in person or by proxy at the Meeting.

The Company's stockholders voted on the following proposal at the Meeting, which was approved:

(1) Proposal No. 1 - The Charter Amendment Proposal - a proposal to amend the Company's amended and restated certificate of incorporation (the "Charter") to (a) extend the date by which the Company must consummate a business combination, (b) provide holders of Series B Common Stock (as defined in the Charter) the right to convert any and all their Series B Common Stock into Series A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder and (c) provide that certain charter amendments can be effectuated with the affirmative vote of 65% of the shares of common stock outstanding that are entitled to vote. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:



   For        Against    Abstain   Broker Non-Votes
27,839,831   1,624,121      3            N/A

As previously disclosed, in connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 831,475 shares of common stock to such parties in exchange for them agreeing not to redeem their Public Shares at the Meeting. The foregoing arrangements did not increase the likelihood that the proposal was approved by stockholders but did increase the amount of funds that remained in the Company's trust account following the Meeting. As a result of the foregoing, effective April 18, 2023, holders of an aggregate of 26,564,308 Public Shares exercised, and did not reverse, their right to redeem their Public Shares and as a result, such holders will receive a payment of approximately $10.40 per share that they redeemed.

On April 18, 2023, the Company filed the amendment to its amended and restated certificate of incorporation (the "Amended Charter") with the Secretary of State of the State of Delaware. A copy of the Amended Charter is attached hereto as Exhibit 3.1.

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Item 8.01 Other Events.

On April 18, 2023, the Sponsor, the Company's independent directors, and Apeiron Investment Group Ltd (collectively, the "Series B Holders") voluntarily converted 7,499,999 shares of Series B Common Stock of the Company they held as of such date into 7,499,999 shares of Series A common stock of the Company (the "Conversion") in accordance with the Amended Charter. With respect to shares of Series A common stock that they received as result of the Conversion, the Series B Holders (i) agreed that they would not vote such stock until after the closing of a business combination and (ii) acknowledged that such stock would not be entitled to any distribution from the Company's trust account. As a result of the Conversion and the results of the Meeting described above, the Company has an aggregate of 10,935,691 shares of Series A common stock outstanding and 1 share of Series B Common Stock (held by the Sponsor) outstanding.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                     Description

 3.1           Amendment to the Amended and Restated Certificate of Incorporation


10.1           Form of Non-Redemption Agreement (incorporated by reference to
             Exhibit 10.1 to the Company's current report on Form 8-K filed with
             the SEC on April 5, 2023)

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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