SEC Comment Letter 0000000000-24-009914 to Abpro Holdings, Inc. (ABP, ABPWW) (CIK 0001893219) (ABP)
Abpro Holdings, Inc. (ABP, ABPWW) (CIK 0001893219)
Date: Aug. 30, 2024 · CIK: 0001893219 · Accession: 0000000000-24-009914
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41224
Letter
August 30, 2024 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 Preliminary Proxy Statement on Schedule 14A Filed August 20, 2024 File No. 001-41224 Dear Shahraab Ahmad: We have reviewed your filing and have the following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor 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 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 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.
August 30, 2024 Page 2 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. Please contact Doris Stacey Gama at 202-551-3188 or Joshua Gorsky at 202-551-7836 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Stephen C. Ashley, Esq.
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August 30, 2024
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
Preliminary Proxy Statement on Schedule 14A
Filed August 20, 2024
File No. 001-41224
Dear Shahraab Ahmad:
We have reviewed your filing and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by,
has any members who are, or has substantial ties with, a non-U.S. person. If so, please
revise your filing to include risk factor 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 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
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.
August 30, 2024
Page 2
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.
Please contact Doris Stacey Gama at 202-551-3188 or Joshua Gorsky at 202-551-7836
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Stephen C. Ashley, Esq.