Abpro Holdings, Inc. (NASDAQ: ABPWW)

Atlantic Coastal Acquisition Corp. II (ACAB) operates as a blank check company, incorporated in Delaware in May 2021. The company is focused on effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. ACAB's assets primarily consist of cash, with no operations at the moment.

The company generates revenue through the sale of its units, which consist of one share of Series A common stock and one-half of one public warrant. The units were sold at a price of $10.00 per unit, generating gross proceeds of $300 million. Additionally, the company sold private placement warrants to its sponsor at a price of $1.00 per warrant, generating total proceeds of $13.85 million. ACAB's primary products and services are not specified in the SEC filing; however, it has entered into a business combination agreement with Abpro Corporation, a Delaware corporation, to merge with and into Abpro, with Abpro surviving as a wholly-owned subsidiary of ACAB.

ACAB's board of directors consists of Shahraab Ahmad, Anthony D. Eisenberg, Jason Chryssicas, Burt Jordan, and Joanna Lord. These experienced executives bring expertise in finance, strategy, and operations to the company.

ACAB has entered into a business combination agreement with Abpro Corporation, a Delaware corporation, to merge with and into Abpro, with Abpro surviving as a wholly-owned subsidiary of ACAB. In this merger, the consideration will be in the form of shares of ACAB's Series A common stock and the right to receive a pro rata share of up to 14.5 million additional shares of Series A common stock, known as the Earn-out Shares.

The company's sponsor has entered into a sponsor support agreement with ACAB and Abpro, under which the sponsor has agreed to vote its shares of Series B common stock in favor of the business combination and the transactions contemplated thereby. Additionally, certain Abpro stockholders have entered into support agreements with Abpro, under which they have agreed to vote their shares of Abpro common stock in favor of the business combination and the transactions contemplated thereby. Prior to the closing, certain Abpro stockholders will enter into lock-up agreements, under which they will agree not to transfer their shares of ACAB common stock constituting their merger consideration until the earlier of the twelve-month anniversary of the date of the closing or the date after the closing on which the Post-Combination Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party.

ACAB is supported by Apeiron Investment Group, a family office and merchant banking business of Christian Angermayer. Apeiron Investment Group provides strategic and operational support for a variety of investment initiatives and entrepreneurial pursuits. The company may also require public stockholders who wish to redeem their shares of Series A common stock in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

In the event ACAB does not complete a business combination within the required time frame, the company will cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares, and dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.