SEC Comment Letter 0000000000-22-012426 to Abpro Holdings, Inc. (ABP, ABPWW) (CIK 0001893219) (ABP)
Abpro Holdings, Inc. (ABP, ABPWW) (CIK 0001893219)
Date: Nov. 16, 2022 · CIK: 0001893219 · Accession: 0000000000-22-012426
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41224
Letter
United States securities and exchange commission logo November 16, 2022 Shahraab Ahmad Chief Executive Officer Atlantic Coastal Acquisition Corp. II 6 St Johns Lane, Floor 5 New York, NY 10013 Re:Atlantic Coastal Acquisition Corp. II Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 25, 2022 Form 10-Q for the Quarterly Period Ended September 30, 2022 Filed November 10, 2022 File No. 001-41224 Dear Shahraab Ahmad: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2021 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the
FirstName LastNameShahraab Ahmad Comapany NameAtlantic Coastal Acquisition Corp. II November 16, 2022 Page 2 FirstName LastName Shahraab Ahmad Atlantic Coastal Acquisition Corp. II November 16, 2022 Page 2 transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. Form 10-Q for the Quarterly Period Ended September 30, 2022 Notes to Condensed Financial Statements Note 7. Stockholders' (Deficit) Equity Warrants, page 15 2.We note you have classified the 13,850,000 private placements warrants as equity. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure that "[i]f the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants." We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
November 16, 2022
Shahraab Ahmad
Chief Executive Officer
Atlantic Coastal Acquisition Corp. II
6 St Johns Lane, Floor 5
New York, NY 10013
Re:Atlantic Coastal Acquisition Corp. II
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 25, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2022
Filed November 10, 2022
File No. 001-41224
Dear Shahraab Ahmad:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
FirstName LastNameShahraab Ahmad
Comapany NameAtlantic Coastal Acquisition Corp. II
November 16, 2022 Page 2
FirstName LastName
Shahraab Ahmad
Atlantic Coastal Acquisition Corp. II
November 16, 2022
Page 2
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
Form 10-Q for the Quarterly Period Ended September 30, 2022
Notes to Condensed Financial Statements
Note 7. Stockholders' (Deficit) Equity
Warrants, page 15
2.We note you have classified the 13,850,000 private placements warrants as equity. Please
provide us with your analysis under ASC 815-40 to support your accounting treatment for
these warrants. As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your
response should address, but not be limited to, your disclosure that "[i]f the Private
Placement Warrants are held by someone other than the initial purchasers or their
permitted transferees, the Private Placement Warrants will be redeemable by the Company
and exercisable by such holders on the same basis as the Public Warrants."
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction