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CORRESP
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CORRESP

 Pillsbury Winthrop Shaw Pittman LLP

31 West 52nd Street | New York, NY 10019-6131 | tel 212.858.1000 | fax 212.858.1500

April 2, 2024

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Tamika Sheppard, Staff Attorney

Alan Campbell, Staff Attorney

Re:
 Atlantic Coastal Acquisition Corp. II

Registration Statement on Form S-4

Filed January 19, 2024

File No. 333-276618

Ladies and Gentlemen:

 On behalf of Atlantic Coastal
Acquisition Corp. II (the “Company”), we respectfully submit this letter in response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) as
set forth in the Staff’s letter dated February 15, 2024, with respect to the Company’s Registration Statement on Form S-4 filed on January 19, 2024 (the “Registration
Statement”).

 For the convenience of the Staff, the Staff’s comments are included and are followed by the responses of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 Registration
Statement on Form S-4, filed January 19, 2024

 The Company has filed via EDGAR an amended registration
statement on Form S-4/A (the “Amended Registration Statement”) with the SEC on April 2, 2024, which reflects the Company’s responses to the comments received from the Staff.

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.

 Response: The Company
acknowledges the Staff’s comment and has provided the requested disclosure on the cover page of the Amended Registration Statement.

 April 2, 2024

 Page
 2

 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 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.

 Response: The Company acknowledges the Staff’s
comment and has provided the requested disclosure on pages 5-7 and 12 of the Amended Registration Statement.

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.

 Response: The Company acknowledges the Staff’s comment and has provided the
requested disclosure on pages 13-15 of the Amended Registration Statement.

4.
 Please revise this section to include a Q&A disclosing the management and directors of the
post-business combination company.

 Response: The Company acknowledges the
Staff’s comment and has provided the requested disclosure on page 8 of the Amended Registration Statement.

 April 2, 2024

 Page
 3

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 7
of the Amended Registration Statement.

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 12
of the Amended Registration Statement.

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages 16-18 of the Amended Registration Statement.

 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.

 Response: The Company
acknowledges the Staff’s comment and has provided the requested organizational charts on pages 30-33 of the Amended Registration Statement.

9.
 Please revise this section to disclose the current status of the PIPE Financing.

 Response: The Company acknowledges the Staff’s comment and has provided the
requested disclosure on page 30 of the Amended Registration Statement to provide that there are currently no commitments in the PIPE Investment and to explain the potential effects on the Business Combination if the parties are unable to obtain any
or sufficient subscriptions in the PIPE Investment.

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 24
of the Amended Registration Statement.

 April 2, 2024

 Page
 4

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages 29
and 30 of the Amended Registration Statement.

 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.

 Response: The Company
acknowledges the Staff’s comment and has provided the requested disclosure on pages 60 and 61 of the Amended Registration Statement.

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages 81
and 82 of the Amended Registration Statement.

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages 83
and 84 of the Amended Registration Statement.

 April 2, 2024

 Page
 5

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 85
of the Amended Registration Statement.

 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 may result
in increased costs for investors to bring a claim.

 Response: The Company
acknowledges the Staff’s comment and has provided the requested disclosure on page 109 of the Amended Registration Statement.

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 116
of the Amended Registration Statement.

 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.

 Response: The Company acknowledges the
Staff’s comment and has provided the requested disclosure on page 113 of the Amended Registration Statement.

 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.

 Response: The Company acknowledges the Staff’s comment and has
provided the requested disclosure on page 119 of the Amended Registration Statement.

 April 2, 2024

 Page
 6

 Management of ACAB

Executive Compensation, page 153

20.
 Please revise to provide executive compensation information for the fiscal year ended December 31,
2023.

 Response: The Company acknowledges the Staff’s comment and has provided
the requested disclosure on page 158 of the Amended Registration Statement.

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 169
of the Amended Registration Statement.

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 peak risk-adjusted revenue is expected to be approximately $570 million as
these statements are premature given Abpro’s current stage of development.

 Response:
The Company acknowledges the Staff’s comment and has removed the requested language from the Amended Registration Statement.

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.

 Response: The Company acknowledges the Staff’s
comment and has provided the requested disclosure on pages 169-170, 173-174, 197 and 297 of the Amended Registration Statement.

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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages
170 and 178 of the Amended Registration Statement.

 April 2, 2024

 Page
 7

 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.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 171
of the Amended Registration Statement.

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 pr