On September 18, 2023, Atlantic Coastal Acquisition Corp. II (the “Company”) and Abpro Corporation (“Abpro”) entered into a term sheet (the “Term Sheet”) setting forth the terms and conditions by which the Company would, through a subsidiary, purchase all of the issued and outstanding equity of Abpro (the “Acquisition”). Contingent upon the completion of diligence and the negotiation and execution of a definitive agreement between the parties (the “Definitive Agreement”) and subject to certain conditions, at the closing of the Acquisition (the “Closing”), the equityholders of Abpro would own 72,500,000 shares in the combined company (the “Transaction Shares”). In addition to the Transaction Shares, 14,500,000 shares of common stock of the surviving entity will be deposited in an escrow account at closing and be periodically released subject to the conditions of an earnout agreement (the “Earnout Agreement”). If, on the fifth anniversary of the Closing, the conditions set forth in the Earnout Agreement for the release of such shares have not been met, such shares will be forfeited and returned to the treasury of the combined company.
Under the Term Sheet, Abpro has agreed to negotiate exclusively with the Company with respect to the Acquisition for a period of 30 days (the “Exclusivity Period”). The Exclusivity Period will be automatically extended for two additional 15 day periods in certain circumstances. Under the terms of the Term Sheet, there is no fee or penalty for either party in the event the Term Sheet is terminated or the Acquisition is not consummated.
The final terms of the Acquisition are subject to the negotiation and finalization of the Definitive Agreement and any other agreements relating to the Acquisition, and the material terms of the Acquisition may differ from those set forth in the Term Sheet. In addition, the Closing will be subject to various customary and other closing conditions.
On September 21, 2023, the Company issued the press release attached hereto as Exhibit 99.1 announcing the entry into the Term Sheet.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction between Atlantic Coastal and Abpro. This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities of Atlantic Coastal and Abpro, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation
Atlantic Coastal and Abpro and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the proposed transaction. Information about the directors and executive officers of Atlantic Coastal is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation of the shareholders of Atlantic Coastal and a description of their direct and indirect interests in Atlantic Coastal, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
Additional Information and Where To Find It
In connection with the proposed transaction, Atlantic Coastal will file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a preliminary proxy statement to be distributed to holders of Atlantic Coastal’s ordinary shares in connection with Atlantic Coastal’s solicitation of proxies for the vote by Atlantic Coastal’s shareholders with respect to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to Abpro stockholders in connection with the proposed transaction. After the Registration Statement has been filed and declared effective, Atlantic Coastal will mail a definitive proxy statement, when available, to its shareholders. The Registration Statement will include information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Atlantic Coastal’s shareholders in connection with the proposed transaction. Atlantic Coastal will also file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Atlantic Coastal and Abpro are urged to read the Registration Statement, the proxy statement/prospectus contained therein, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Atlantic Coastal through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Atlantic Coastal may be obtained free of charge from Atlantic Coastal’s website at www.atlantic-coastal.com or by written request to Atlantic Coastal at Atlantic Coastal Acquisition Corp., 6 St Johns Lane, Floor 5, New York, NY 10013.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
