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United States securities and exchange commission logo
February 15, 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
Registration Statement on Form S-4
Filed January 19, 2024
File No. 333-276618
Dear Shahraab Ahmad:
            We have reviewed your 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.
Registration Statement on Form S-4, filed January 19. 2024
Cover Page
1.Please disclose the ownership interests in the combined company of (i) the Sponsor and its
affiliates and (ii) ACAB's other current stockholders.
Questions and Answers About the Business Combination, page 5
2.Please revise this section as well as the Summary section, where appropriate, to include a
discussion of the combined company's liquidity position following the Business
Combination. In your revisions, please describe and quantify the payments required to be
made by the combined company following the Business Combination, including
transaction expenses, as well as any other debt obligations of the combined company,
including unpaid license agreement obligations. Please also include amounts that may
become payable pursuant to legal proceedings or other disputes. In your discussion, please
include disclosure regarding the combined company's liquidity position if the Available
Closing Cash condition is waived. Please also reflect your disclosure elsewhere in the

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 February 15, 2024 Page 2
 FirstName LastNameShahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
February 15, 2024
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registration statement indicating that there is substantial doubt as to Abpro's ability to
continue as a going concern within one year after September 30, 2023 and describe how
far Abpro expects to reach in development with the proceeds from the Business
Combination at the various redemption levels detailed in your sensitivity analysis.
3.Please revise to include a Q&A describing the post-business combination ownership of
the combined company. In your revisions, please include a sensitivity analysis disclosing
ownership percentages at various redemption levels. Please also revise to disclose all other
possible sources and extent of dilution that stockholders who elect not to redeem their
shares may experience in connection with the Business Combination. Provide disclosure
of the impact of each significant source of dilution including the amount of equity held by
the Sponsor, earn-out shares, convertible securities, including warrants retained by
redeeming shareholders, at each of the redemption levels detailed in your sensitivity
analysis, including any needed assumptions.
4.Please revise this section to include a Q&A disclosing the management and directors of
the post-business combination company.
What Will Abpro Stockholders Receive in the Business Combination?, page 5
5.Please revise here to include ACAB's pre-money equity valuation of Abpro in the
Business Combination and the amount of stock that will be issued in relation to the
valuation. Please also revise to discuss the Earn-out Shares.
How is the Payment of the Deferred Underwriting Commissions...?, page 10
6.Please revise your response to this question to clarify if Cantor provided a reason for
reducing its underwriting fees and, if so, what that reason was. Please also clarify if
Cantor is currently acting, or previously acted, as a financial advisor to ACAB in
connection with the Business Combination.
Do Any of ACAB's Directors or Officers Have Interests..., page 12
7.Please quantify the aggregate dollar amount and briefly describe the nature of what the
Sponsor and its affiliates have at risk that depends on completion of a business
combination. Include the current value of securities held, loans extended, fees due and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the company’s officers and directors, if
material.
Summary, page 16
8.Please revise the Summary to include an organizational chart depicting the parties to the
transaction both prior to and after the Business Combination.
9.Please revise this section to disclose the current status of the PIPE Financing.

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Interests of ACAB's Directors and Executive Officers in the Business Combination , page 18
10.We note your statement indicating that certain of ACAB's officers and directors
collectively own a material interest in the Sponsor. Please revise to disclose the officers
and directors who own the material interest and the nature of this interest.
Other Agreements, page 23
11.Please revise to disclose the number of shares that will be covered by (i) lock-up
agreements and (ii) registration rights agreements, in each case, following the
consummation of the Business Combination.
Risk Factors
If we are unable to obtain or protect intellectual property rights..., page 50
12.Please revise this risk factor to disclose which of your product candidates and
technologies are covered by march-in rights.
We have concluded that our disclosure controls and procedures were not effective..., page 72
13.Please revise this risk factor to disclose the nature of the material weaknesses that existed
in Abpro's internal control over financial reporting as of December 31, 2022 and to
identify the remedial actions taken, if any, to address the material weaknesses.
If we are deemed to be an investment company under the Investment Company Act..., page 73
14.We note your disclosure on page 74 that the assets in the Trust Account were previously
invested in securities, including U.S. Government securities or shares of money market
funds meeting certain conditions under Rule 2a-7 of the Investment Company Act. Please
also disclose that if you are found to have been operating as an unregistered investment
company, you may be required to change or wind down your operations. Also include
disclosure with respect to the consequences to investors if you are required to wind down
your operations as a result of this status, such as the loss of the investment opportunity in
a target company, any price appreciation in the combined company and any warrants,
which would expire worthless.
We have identified ineffective disclosure controls and procedures that..., page 75
15.We note the discussion that "disclosure controls and procedures were not effective as of
September 30, 2023 due to the Company not filing timely tax returns and utilizing cash
withdrawn from the trust account for tax obligations for operating purposes." Please revise
to clarify whether such situation constitutes a material weakness, whether remedial actions
have begun and, if so, the nature and extent of such actions.
The Proposed Charter and the Post-Combination Company's bylaws will provide..., page 98
16.Please revise this risk factor to disclose the possibility that your exclusive forum provision

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may result in increased costs for investors to bring a claim.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 102
17.We note the discussion here and on page 103 where you discuss the components of the
Business Combination Consideration. Please revise to provide your calculation of the total
purchase price consideration hereunder or in the accompanying notes to the pro forma
financial statements.
Other Related Events in Connection with the Business Combination, page 103
18.We note the disclosure that the PIPE Investment is contemplated to take place in
connection with the Business Combination. Please revise this discussion to describe how
management has concluded the PIPE Investment is probable and appropriate for inclusion
under Rule 11-02(a)(6)(i)(A) of Regulation S-X.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet as of September 30, 2023, page 109
19.It appears adjustment (7) refers to Cantor's Reduced Deferred Fee as further described on
pages 296-297. If so, please revise this disclosure to more fully explain the facts and
circumstances surrounding the settlement or to provide a cross reference to the applicable
section explaining such facts and circumstances.
Management of ACAB
Executive Compensation, page 153
20.Please revise to provide executive compensation information for the fiscal year ended
December 31, 2023.
Information About Abpro
Overview, page 165
21.You disclose that you received "an upfront payment and an equity investment, each in the
single digit millions of dollars, in connection with" the collaboration agreement with
Celltrion. Please disclose the exact amount of the upfront payment and equity investment
received. Clarify here and in the footnotes on pages F-58 and F-84 whether the "upfront
payment" is the same as the "first milestone" of $2.0 million achieved as disclosed in
those footnotes. Finally, revise the footnotes to specifically address the nature and extent
of the equity investment.
22.Please remove your statements here and throughout that (i) ABP-102 is expected to have
peak annual revenue of approximately $800 million, (ii) that ABP-201 is expected to have
peak annual revenue of approximately $900 million and (iii) the risk-adjusted present
value of future revenue from both assets combined is approximately $1.2 billion and the

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 February 15, 2024 Page 5
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Atlantic Coastal Acquisition Corp. II
February 15, 2024
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peak risk-adjusted revenue is expected to be approximately $570 million as
these statements are premature given Abpro's current stage of development.
23.We note your disclosure indicating that Abpro granted Abpro Bio exclusive development
and commercialization rights to ABP-201 "in certain countries primarily in Asia and the
Middle East." Please revise to disclose the countries where Abpro Bio has exclusive
development and commercialization rights.
24.We note your statements here and on page 173 that as "validation" of Abpro's platform,
Abpro's technology has been used to generate high quality antibodies for global
pharmaceutical and research institutions. Please revise to clarify if you are referring to
antibodies other than the four candidates that appear in Abpro's pipeline table. To the
extent that you are referencing additional antibodies, please identify these antibodies and
clarify if any of them are currently being evaluated in clinical trials.
ABP-102: Next generation T-cell engager targeting HER2 and CD3 for HER2+ solid tumors,
page 166
25.We note your statement that ABP-102 has the potential to provide longer lasting or even
curative results. Please revise to provide the basis for this statement. To the extent that this
statement is based on management's belief, please so state.
26.We note your statement that Abpro has designed ABP-102 as a "highly potent"
therapeutic agent. Please revise to remove any statements that indicate ABP-102 or
Abpro's other product candidates are or will be potent or efficacious. In that regard, we
also note your statements on page 168 indicating that ABP-201 could potentially provide
"increased efficacy over current agents" and on page 176 that your product candidate has
"enhanced potential potency." You may discuss the results of Abpro's preclinical
studies without claiming potency or efficacy.
ABP-201: Ligand trap targeting VEGF and ANG-2 for vascular diseases of the eye, page 168
27.Please revise this section to reflect your disclosure elsewhere in the registration statement
that Abpro in-licensed certain IP rights relating to ABP-201 from MedImmune Limited
and that Abpro is currently in breach of the license agreement.
Our Pipeline, page 169
28.Please revise the pipeline table so that there are no more than two preclinical columns.
Please also revise to include separate Phase 1, Phase 2 and Phase 3 columns.
Our Strategy, page 169
29.We note your statement that Abpro's antibody platforms and approach overcome certain
of the limitations associated with traditional methods of creating and validating
antibodies. Please revise to clarify, if true, that you have yet to (i) produce antibodies the
scale needed for clinical trials or commercialization and (ii) evaluate any of your product

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candidates in a patient.
30.We note your statements that Abpro plans initiate clinical trials of ABP-102 and ABP-201
in the second half of 2025. Please revise to clarify what steps, if any, Abpro needs to
complete prior to initiating clinical trials for these product candidates. In your revisions,
please clarify whether Abpro has held pre-IND meetings or otherwise communicated with
the FDA or applicable foreign regulators regarding its current product candidates.
DiversImmune®: Our antibody discovery platform , page 172
31.Please revise to provide support for your statement that Abpro is using its platform to
create an "industry-leading" collection of building blocks. To the extent this claim is
based on management's belief, please so state.
Key advantages of our antibody technology platforms, page 174
32.Please revise your disclosure in the second bullet of this section to clarify, if true, that any
product candidate developed with Abpro's platforms will still be subject to clinical trial
requirements prior to approval and that Abpro cannot accelerate clinical trials.
Advantages of TetraBi antibodies over CAR T therapy, page 177
33.Please revise throughout this section to clarify, if true, that Abpro has yet to observe any
advantages of TetraBi antibodies in a clinical trial and that TetraBi antibodies have not yet
received marketing approval.
Potential competitive advantages of ABP-102 versus approved anti-HER2 therapies, page 178
34.Please revise your graphic on page 179 to remove any implication that ABP-102 will be
found to be safe or effective and to remove claims that it will be safer or more effective
than existing approved therapies. Please similarly revise your graphic on page 185.
Potential benefits of ABP-201 in ophthalmology, page 186
35.Please revise this section to remove statements or implications that ABP-201 will
demonstrate increased efficacy relative to approved therapies.
In-licensing agreements
AstraZeneca, page 191
36.We note your disclosure that Abpro is obligated to pay tiered high-single to low "double-
digit" percentage royalties pursuant to its agreement with AstraZeneca. Please revise so
that the potential royalty range does not exceed 10 percentage points.
NJCTTQ, page 193
37.We note your disclosure that Abpro entered into a collaboration agreement in January
2019 with NJCTTQ and that the agreement had an initial five year term. Please revise to

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 Febru