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April 16, 2024
Shahraab Ahmad
Chairman and Chief Executive Officer
Atlantic Coastal Acquisition Corp. II
6 St Johns Lane, Floor 5
New York, NY 10013
Re: Atlantic Coastal
Acquisition Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 2, 2024
File No. 333-276618
Dear Shahraab Ahmad:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our February 15,
2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Business Combination
Following the Business Combination, What Will be the Combined Company's
Liquidity
Position?, page 5
1. Your disclosure
elsewhere in the prospectus appears to indicate that the combined
company anticipates
repaying amounts due under promissory notes in connection with the
closing of the Business
Combination. Please revise your response to this question to
disclose the amount of
debt anticipated to be repaid, as well as any amounts payable
pursuant to legal
proceedings.
What Happens if a Substantial Number of the Public Stockholders
Vote...?, page 13
2. We note your response
to prior comment 3 and re-issue in part. Please revise the response
to this question, or
elsewhere in the Q&A, as appropriate, to provide disclosure of the
Shahraab Ahmad
FirstName LastNameShahraab Ahmad
Atlantic Coastal Acquisition Corp. II
Comapany
April NameAtlantic Coastal Acquisition Corp. II
16, 2024
April 216, 2024 Page 2
Page
FirstName LastName
impact of each significant source of dilution including the amount of
equity held by the
Sponsor, earn-out shares and convertible securities, including
warrants retained by
redeeming shareholders, at each of the redemption levels detailed in
your sensitivity
analysis, including any needed assumptions.
Basis of Pro Forma Information, page 114
3. We have read the revision on page 116 related to comment 17. Please
further revise
the table summarizing the total post-combination company shares
issuable to Abpro in
connection with the business combination to provide the actual
preliminary estimate of the
purchase price of the merger.
Information About Abpro
Overview, page 169
4. We note the revision made to page 169 related to comment 21 and also
from page 196 that
the equity investment associated with the Celltrion Agreement was $2.0
million. As
previously requested, please revise hereunder or in the footnotes to
specifically describe
the nature of this equity investment.
Our Pipeline, page 173
5. Please remove the new graphic inserted beneath your pipeline table as
the assertions in
this graphic are premature given AbPro's current stage of development.
In-licensing agreements
AstraZeneca, page 195
6. We note your revised disclosure on page 48. Please revise your
description of this
agreement to clarify whether ABP-201, or any of your other material
product candidates
or technologies, are subject to the agreement.
NJCTTQ, page 197
7. We note your response to prior comment 37 and revised disclosure.
Please further revise
to clearly state whether the NJCTTQ agreement was renewed as of
January 2024. To the
extent it was not renewed, please tell us why the agreement is
material.
Abpro Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page 212
Results of Operations, page 213
8. We note the revisions on page 214 in response to comment 40 and that
Abpro's SARS-
CoV-2 neutralizing antibody program is the largest individual research
program presented
accounting for approximately 25% and 57% of total research and
development expenses
in 2023 and 2022. Please revise hereunder, on page 194 or elsewhere,
as appropriate, to
describe in reasonable detail the extent of this program including the
scope of significant
Shahraab Ahmad
Atlantic Coastal Acquisition Corp. II
April 16, 2024
Page 3
activities to date and the expected timing of future activities.
Background of the Business Combination, page 239
9. We note your response to prior comment 44. Please revise to reflect your
response that
Calabrese did not have any role in the negotiation of the Business
Combination.
Potential Purchases of Public Shares, page 244
10. We note your response to prior comment 47 and revised disclosure.
However, your
disclosure in this section continues to state that your Sponsor,
directors, officers, advisors
or any of their respective affiliates may privately negotiate purchases
of shares that may
be effected at purchase prices in excess of the per share pro rata
portion of the Trust
Account. Your disclosure also states that the purpose of such purchases
could be to vote
such shares in favor of the Business Combination. These statements
appear to conflict
with your revised disclosure on page 100. Please reconcile your
disclosure or advise.
Please contact Jenn Do at 202-551-3743 or Kevin Kuhar at 202-551-3662 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
FirstName LastNameShahraab Ahmad
Division of
Corporation Finance
Comapany NameAtlantic Coastal Acquisition Corp. II
Office of Life
Sciences
April 16, 2024 Page 3
cc: Stephen C. Ashley, Esq.
FirstName LastName