SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Schiano Dominick

(Last) (First) (Middle)
30275 OAKLEAF LANE

(Street)
FRANKLIN MI 48025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2022
3. Issuer Name and Ticker or Trading Symbol
Atlantic Coastal Acquisition Corp. II [ ACAB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Common Stock, par value $0.0001 per share (1) (1) Series A Common Stock, par value $0.0001 per share 50,000 (1) D
Explanation of Responses:
1. The shares of Series B Common Stock are convertible into the Issuer's Series A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities-Common Stock " in the Issuer's registration statement on Form S-1 (File No. 333-261459). The shares of Series B Common Stock have no expiration date.
Remarks:
Exhibit 24.1 Power of Attorney
/s/ Dominick Schiano 01/20/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

      For Executing Section 16 Forms, Form 144 and Schedule 13D or 13G

        Know all by these presents that the undersigned hereby constitutes and
appoints Stephen C. Ashley, Brandon B. Eckford, Christopher Wing, Harriet
McCartin and Albert Gelin or one of them signing individually, the
undersigned's true and lawful attorney-in-fact to:

(1)     prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) of the Securities and Exchange Act of 1934 or any rule
        or regulation of the SEC; and

(2)     execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director or holder of greater than 5% of the
        outstanding shares of Atlantic Coastal Acquisition Corp. II (the
        "Company") (a) Forms 3, 4 and 5 (including amendments thereto) in
        accordance with Section 16(a) of the Securities Exchange Act of 1934
        and the rules thereunder, (b) Form 144, and (c) Schedule 13D or
        Schedule 13G; and

(3)     do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such
        Forms 3, 4 and 5, Form 144, and Schedule 13D or Schedule 13G (including
        amendments thereto) and timely file such Forms or schedules with the
        SEC and any stock exchange, self-regulatory association or any other
        authority; and

(4)     take any other action of any type whatsoever in connection with the
        foregoing that, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required of the
        undersigned, it being understood that the documents executed by the
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as the attorney-in-fact may approve in the attorney-in-
        fact's discretion.

        The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that the attorney-in-fact shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934 or any other
reporting obligation under the Securities Exchange Act of 1934.

        The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the attorney-
in-fact. The undersigned also agrees to indemnify and hold harmless such
attorney-in-fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue statements or
omissions of necessary facts in the information provided by the undersigned to
such attorney-in fact for purposes of executing, acknowledging, delivering or
filing Forms 3, 4 and 5, Form 144 and Schedule 13D or Schedule 13G (including
amendments thereto) and agrees to reimburse the attorney-in-fact on demand for
any legal or other expenses reasonably incurred in connection with
investigating or defending against any such loss, claim, damage, liability or
action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the date written below.


Signature:    /s/ Dominick Schiano
              --------------------
Printed Name: Dominick Schiano
Date:         January 13, 2022