united states

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d) Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~February of14, ~~1934~~2024

Date of Report (Date of earliest event reported): November 20, 2023

ATLANTIC COASTAL ACQUISITION CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware

001-40158

85-4178663

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)

1 Woodbury Mews, Dun Laoghaire

Dublin, Ireland, A96 ED72

A96 ED72

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 353 (0) 8706 50447

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	ACAHU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	ACAH	The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	ACAHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~November~~February 2014, ~~2023~~2024, Atlantic Coastal Acquisition Corp., a Delaware corporation and a special purpose acquisition company (the “Company”) received ~~notice~~a Staff Delisting Determination (the “~~Notice~~Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) ~~that~~notifying the Company ~~was~~that ~~not~~for inthe ~~compliance~~reasons ~~with~~discussed ~~Nasdaq’s~~below ~~continued~~trading ~~listing~~of ~~standards (~~the ~~“Listing~~Company’s ~~Rules”)~~common asstock ~~set~~will ~~forth~~be insuspended ~~Listing~~from ~~Rule~~The ~~5250(c)(1)~~Nasdaq ~~given~~Capital Market at the ~~Company’s~~opening ~~failure~~of tobusiness ~~timely~~on ~~file~~February ~~its~~23, ~~quarterly~~2024, ~~report~~and ona Form 1025-QNSE will ~~for~~be ~~the~~filed ~~quarter~~with ~~ended~~the ~~September~~Securities ~~30,~~and ~~2023~~Exchange Commission (the “~~Report~~SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

~~The~~On ~~Notice~~August ~~states~~17, ~~that~~2023, and November 20, 2023, Staff notified the Company ~~must~~that ~~provide~~it adid ~~specific~~not ~~plan~~comply towith ~~achieve~~Nasdaq’s ~~and~~filing ~~sustain~~requirements ~~compliance~~set ~~with~~forth ~~the~~in Listing ~~Rules~~Rule by5250(c)(1) (the no“Rule”) ~~later~~because ~~than~~it ~~December~~had 5not filed its Form 10-Q for the period ended June 30, 2023, and its Form 10-Q for the period ended September 30, 2023 (the “Delinquent Reports”).. Based on its review and the materials submitted by the Company on October 31, ~~The~~2023, the Staff granted the Company ~~expects~~an exception until February 13, 2024, to ~~file~~regain compliance with the Rule. However, the Staff has determined that the Company did not meet the terms of the exception by not filing the Delinquent Report inby the ~~coming~~February ~~weeks~~13, 2024 deadline.

~~Previously,~~The ~~the Nasdaq~~ Staff ~~had~~has ~~granted~~also determined that since the Company anhas ~~exception~~not ~~until~~yet ~~February~~held ~~13,~~an ~~2024,~~annual tomeeting ~~file~~of ~~its~~shareholders ~~delinquent~~within ~~10-Q~~twelve ~~for~~months ~~the~~of ~~period ended June 30, 2023 (~~the ~~“Initial~~ ~~Delinquent~~end ~~Filing”).~~of ~~As a result, any additional Staff exception to allow~~ the Company’s ~~to regain compliance with all~~fiscal ~~delinquent~~year ~~filings~~end, ~~will~~it beno ~~limited~~longer tocomplies awith ~~maximum~~Nasdaq’s ofListing ~~180~~Rules ~~calendar~~(the ~~days~~“Rules”) ~~from~~for ~~the~~continued ~~due~~listing. ~~date~~This ofmatter ~~the~~serves as ~~Initial~~an ~~Delinquent~~additional ~~Filing,~~and orseparate ~~February 13,~~basis ~~2024~~for delisting.

~~Item~~Although ~~9.01~~the ~~Financial~~Company ~~Statements~~may request a hearing regarding the Staff Determination before a Nasdaq Hearings Panel and ~~Exhibits~~seek a further stay of the delisting action pending the hearing process and an additional extension period in accordance with the procedures set forth in the Staff Determination, it does not intend to do so.

~~(d) Exhibits~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Exhibit
No.		Description of Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

On February 14, 2024, Dr. Chandra Panchal and Tseren Purev resigned as directors of the Company, which resignations were effective immediately. To the knowledge of the Company’s executive officers, the resignations were not the result of any disagreement on matter relating to the registrant’s operations, policies or practices. Dr. Panchal and Mr. Purev were members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

~~SIGNATURES~~On February 14, 2024, Anthony (Tony) Porcheron resigned as Chief Executive Officer of the Company and Khash—Erdene Gantumur resigned as Chief Financial Officer of the Company. Mr. Gantamur’s resignation was effective immediately. Mr. Porcheron’s resignation is effective February 15, 2024.

~~Pursuant~~Item to7.01 ~~the~~Regulation ~~requirements of~~FD ~~the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Disclosure.

~~Date:~~On ~~November~~February 2114, ~~2023~~2024, the Company issued a press release related to the information described in Item 3.01 above. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

~~ATLANTIC~~The ~~COASTAL~~information ~~ACQUISITION~~set ~~CORP~~forth in this Item 7.01, ~~By:~~including the ~~/s/Anthony~~attached ~~(Tony)~~exhibit, ~~Porcheron~~shall ~~Anthony~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~Tony~~the “Exchange Act”), ~~Porcheron~~or ~~Chief~~otherwise ~~Executive~~subject ~~Officer~~to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
99.1		Press Release, dated February 14, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 14, 2024

	ATLANTIC COASTAL ACQUISITION CORP.

	By:	/s/ Anthony (Tony) Porcheron
		Anthony (Tony) Porcheron
		Chief Executive Officer

Filing Compare · Atlantic Coastal Acquisition Corp.