SecProbe.io

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 Abpro Holdings, Inc.

 68 Cummings Park Drive

 Woburn, Massachusetts 01801

 June 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Chris Edwards

 Joe McCann

 Re: Acceleration Request
 for Abpro Holdings, Inc.

 Registration Statement on Form S-1 (File No.
 333-287492)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Abpro Holdings, Inc. (the " Company ") hereby requests that the effective date of the Company's Registration
Statement on Form S-1, Registration Number 333-287492 (the " Registration Statement ") be accelerated so that it will
become effective at 4:30 P.M., New York City time, on June 12, 2025, or as soon as practicable thereafter.

 Please contact Jonathan Talcott of Nelson Mullins
Riley & Scarborough LLP via telephone at (202) 689-2806, or via email at jon.talcott@nelsonmullins.com with any questions and please
notify him when this request for acceleration has been granted.

 Sincerely,

 Abpro Holdings, Inc.

 /s/ Miles Suk

 Name: Miles Suk
 Title: Chief Executive Officer

 cc: Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP

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 NELSON MULLINS RILEY & SCARBOROUGH LLP
 ATTORNEYS AND COUNSELORS AT LAW

 Jonathan H. Talcott
 T: 202.689.2806
 Jon.talcott@nelsonmullins.com

 101 Constitution Avenue, NW
 Suite 900
 Washington D.C., 20001
 T: 202.689.2800 F: 202.689.2860
 nelsonmullins.com

 June 6, 2025

 Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Chris Edwards

 Joe McCann

 RE:
 Abpro Holdings, Inc.

 Registration Statement on Form S-1

 Filed May 22, 2025

 File No. 333-287492

 Ladies and Gentlemen:

 On behalf of Abpro Holdings, Inc. (the " Company "),
we are hereby responding to the letter dated May 30, 2025 (the " Comment Letter ") from the staff (the " Staff ")
of the Securities and Exchange Commission (" SEC " or the " Commission "), regarding the Company's
Registration Statement on Form S-1 filed on May 22, 2025 (the " Registration Statement "). In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration
Statement (the " Amended Registration Statement ") with the Commission today. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter, and the Staff's comments are presented in bold italics.

 Registration Statement on Form S-1 filed May 22, 2025

 Cover Page

 1. Please
revise the prospectus cover page to clearly state that YA II PN, Ltd. is an underwriter. For guidance, refer
to Securities Act Sections Compliance and Disclosure Interpretation Q. 139.13.

 Response : The Company acknowledges the Staff's
comment and advises the Staff that it has revised the disclosure on the cover page of the Amended Registration Statement as requested.

 *****

 If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Mike Bradshaw at (202) 689-2808.

 Very truly yours,

 /s/ Jonathan H. Talcott

 Jonathan H. Talcott

 cc: Miles Suk, Chief Executive Officer, Abpro Holdings, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Miles Suk
Chief Executive Officer
Abpro Holdings, Inc.
68 Cummings Park Drive
Woburn, MA 01801

 Re: Abpro Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 22, 2025
 File No. 333-287492
Dear Miles Suk:

 We have conducted a limited review of your registration statement and
have the
following comment.

 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-1
Cover Page

1. Please revise the prospectus cover page to clearly state that YA II PN,
 Ltd. is an underwriter. For guidance, refer to Securities Act Sections
Compliance and
 Disclosure Interpretation Q. 139.13.

 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 May 30, 2025
Page 2

statement.

 Please contact Chris Edwards at 202-551-6761 or Joe McCann at
202-551-6262 with
any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Michael K. Bradshaw, Jr.
</TEXT>
</DOCUMENT>

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Abpro Holdings, Inc.

68 Cummings Park Drive

Woburn, Massachusetts 01801

February 10, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Daniel Crawford

    Joe McCann

    Re:
    Acceleration Request for Abpro Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-284021)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Abpro Holdings, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration
Statement on Form S-1, Registration Number 333-284021 (the “Registration Statement”) be accelerated so that it will
become effective at 4:30 P.M., New York City time, on February 12, 2025, or as soon as practicable thereafter.

Please contact Jonathan Talcott of Nelson Mullins
Riley & Scarborough LLP via telephone at (202) 689-2806, or via email at jon.talcott@nelsonmullins.com with any questions and please
notify him when this request for acceleration has been granted.

    Sincerely,

    Abpro Holdings, Inc.

    /s/ Ian Chan

    Name: Ian Chan

    Title: Chief Executive Officer

    cc: Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP

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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    Jonathan H. Talcott

    T: 202.689.2806

    Jon.talcott@nelsonmullins.com

    101 Constitution Avenue, NW

    Suite 900

    Washington D.C., 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

February 7, 2025

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Daniel Crawford

    Joe McCann

    RE:
    Abpro Holdings, Inc.

    Registration Statement on Form S-1

    Filed December 23, 2024

    File No. 333-284021

Ladies and Gentlemen:

On behalf of Abpro Holdings, Inc. (the “Company”),
we are hereby responding to the letter dated January 3, 2025 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Registration Statement on Form S-1 filed on December 23, 2024 (the “Registration Statement”). In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”) with the Commission today. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Registration Statement on Form S-1 filed December 23, 2024

Cover Page

1.
Please revise the prospectus cover page and page 150 to identify Yorkville as an underwriter. For guidance, refer to Securities
Act Sections Compliance and Disclosure Interpretation Q. 139.13.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on the cover page and page 152 of the Amended Registration Statement
as requested.

Risk Factors

Risks Related to an Investment in Our Securities, page 46

2.
Please revise where appropriate under this heading to disclose, if true, the possibility that the company may not have access to
the full amount available to it pursuant to the SEPA with Yorkville, that Yorkville may engage in short-selling activities, and, if so,
how any sales activities after announcement of a put may negatively affect the company’s share price.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 55 of the Amended Registration Statement as requested.

Description of New Abpro’s Business, page 77

3.
Please revise your Description of New Abpro’s Business section to disclose the material terms of the SEPA with Yorkville
including without limitation, the term of the agreement. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation
Q. 139.13.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 78 of the Amended Registration Statement as requested.

Plan of Distribution, page 150

4.
Please revise to disclose whether Yorkville engaged in any short-selling or other hedging activities of your securities, including
prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the SEPA. Disclose whether Yorkville
may engage in such hedging activities pursuant to the SEPA.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 152 of the Amended Registration Statement as requested.

*****

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Peter Strand at (202) 689-2806.

    Very truly yours,

    /s/ Jonathan H. Talcott

    Jonathan H. Talcott

cc: Ian Chan, Chief Executive Officer, Abpro Holdings,
Inc.

January 3, 2025
Ian Chan
Chief Executive Officer and Director
Abpro Holdings, Inc.
68 Cummings Park Drive
Woburn, MA 01801
Re:Abpro Holdings, Inc.
Registration Statement on Form S-1
Filed December 23, 2024
File No. 333-284021
Dear Ian Chan:
            We have conducted a limited review of 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-1
Cover Page
1.Please revise the prospectus coverpage and page 150 to identify Yorkville as an
underwriter. For guidance, refer to Securities Act Sections Compliance and Disclosure
Interpretation Q. 139.13.
Risk Factors
Risks Related to an Investment in of Our Securities, page 46
2.Please revise where appropriate under this heading to disclose, if true, the possibility
that the company may not have access to the full amount available to it pursuant to the
SEPA with Yorkville, that Yorkville may engage in short-selling activities, and, if so,
how any sales activities after announcement of a put may negatively affect the
company’s share price.

January 3, 2025
Page 2
Description of New Abpro's Business, page 77
3.Please revise your Description of New Abpro’s Business section to disclose the
material terms of the SEPA with Yorkville including without limitation, the term of
the agreement. For guidance, refer to Securities Act Sections Compliance and
Disclosure Interpretation Q. 139.13.
Plan of Distribution, page 150
4.Please revise to disclose whether Yorkville engaged in any short-selling or other
hedging activities of your securities, including prior to entering into the agreement
and prior to the receipt of any shares pursuant to the terms of the SEPA. Disclose
whether Yorkville may engage in such hedging activities pursuant to the SEPA.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mike Bradshaw, Esq.

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CORRESP

 ATLANTIC COASTAL ACQUISITION CORP. II

6 St Johns Lane, Floor 5

 New York,
New York 10013

 October 16, 2024

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Tamika Sheppard, Staff Attorney

Alan Campbell, Staff Attorney

Re:
 Atlantic Coastal Acquisition Corp. II - Registration Statement – Form
S-4

 File No. 333-276618

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Atlantic Coastal Acquisition Corp. II (the “Registrant”) hereby requests that the above-referenced registration statement on Form S-4 (File No. 333-276618) (the “Registration Statement”) be declared effective on October 18, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Stephen C. Ashley, Christopher Wing and Sacha D. Urbach of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to
make such request on its behalf. The Registrant hereby also authorizes Stephen C. Ashley, Christopher Wing and Sacha D. Urbach of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Stephen C. Ashley of Pillsbury Winthrop
Shaw Pittman LLP, counsel to the Registrant, at (212) 858-1101, or in his absence, Christopher Wing at (212) 858-1124.

[Signature Page Follows]

Sincerely,

ATLANTIC COASTAL ACQUISITION CORP. II

By:

 /s/ Shahraab Ahmad

Shahraab Ahmad, Chief Executive Officer

cc:
 Stephen C. Ashley, Pillsbury Winthrop Shaw Pittman LLP

Christopher Wing, Pillsbury Winthrop Shaw Pittman LLP

Sacha D. Urbach, Pillsbury Winthrop Shaw Pittman LLP

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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

October 9, 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

Amendment No. 3 to Registration Statement on Form S-4

Filed September 6, 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 September 19, 2024, with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-4 filed on September 6, 2024 (the
“Amended 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.

The Company has filed via EDGAR an amended registration statement on Form S-4/A (the “Fourth Amended
Registration Statement”) with the SEC on October 9, 2024, which reflects the Company’s responses to the comments received from the Staff.

Amendment No. 4 to Registration Statement on Form S-4/A, filed September 6,
2024

 Summary

 PIPE Financing, page 36

1.
 Please revise your description of the PIPE Financing here and on the cover page to reflect your
disclosure elsewhere in the prospectus that $4,225,663 of the consideration due for the PIPE Financing will be paid through the extinguishment of the balance due to Abpro Bio under the promissory note. Please also revise here and on the cover page
to identify the PIPE investors.

 October 9, 2024

 Page
 2

 Response: The Company acknowledges the Staff’s comment and
has provided the requested disclosure on page 36 and the cover page of the Fourth Amended Registration Statement.

 Please call me at (212)
858-1101 if you have any questions or require any additional information. We appreciate your assistance in this matter.

Sincerely,

 /s/ Stephen C. Ashley

Stephen C. Ashley

cc:
 Shahraab Ahmad, Atlantic Coastal Acquisition Corp. II

September 19, 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
Amendment No. 3 to Registration Statement on Form S-4
Filed September 6, 2024
File No. 333-276618
Dear Shahraab Ahmad:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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.
Amendment No. 3 to Registration Statement on Form S-4
Summary
PIPE Financing, page 36
1.Please revise your description of the PIPE Financing here and on the cover page to reflect
your disclosure elsewhere in the prospectus that $4,225,663 of the consideration due for
the PIPE Financing will be paid through the extinguishment of the balance due to Abpro
Bio under the promissory note. Please also revise here and on the cover page to identify
the PIPE investors.
            Please contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224 with any other questions.

September 19, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Stephen C. Ashley, Esq.

September 5, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Stephen C. Ashley, Esq.

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CORRESP

 September 3, 2024

VIA EDGAR

 Ms. Doris Stacey Gama

Mr. Joshua Gorsky

 United States Securities and Exchange
Commission

 Division of Corporate Finance, Office of Life Sciences

100 F Street, NE

 Washington, D.C. 20549

Re:
 Atlantic Coastal Acquisition Corp. II

Preliminary Proxy Statement of Schedule 14A

Filed August 20, 2024

File No. 001-41224

Dear Ms. Doris Stacey Gama and Mr. Joshua Gorsky:

 On
behalf of Atlantic Coastal Acquisition Corp. II (the “Company”), we respectfully submit this letter in response to the comment received in the correspondence of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated August 30, 2024, with respect to the Company’s preliminary proxy statement on Schedule 14A filed on August 20, 2024 (the “Preliminary Proxy”). For reference purposes, the text of your
letter dated August 30, 2024, has been reproduced herein (in bold), with the Company’s response below such comment.

 Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 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.

 Response:

We respectfully acknowledge the Staff’s comment and advise the Staff that the Company’s sponsor, Atlantic Coastal Acquisition Management II LLC, is
controlled by and has substantial ties with a non-U.S. person given that the managing member of the Company’s sponsor is a citizen of the Republic of Cyprus. However, the Company does not believe that
such relationship would materially impair the ability of the Company to complete a business combination. We respectfully note the Preliminary Proxy refers the reader to risk factor disclosure in the Company’s Annual Report on Form 10-K filed with the Commission on Mach 29, 2024 (as amended on April 1, 2024), which includes risk factor disclosure concerning the sponsor’s tied to a non-U.S.
person. The Company will add a risk factor (provided below) to its definitive proxy statement on Schedule 14A to disclose that its sponsor is controlled by and has substantial ties with a non-U.S. person.

We may be deemed a “foreign person” under the regulations relating to the Committee on Foreign Investment in the United States
(“CFIUS”), and any business combination may be subject to U.S. foreign investment regulations and review by CFIUS or another U.S. government entity.

Our sponsor, Atlantic Coastal Acquisition Management II LLC, is controlled by and has substantial ties with a non-U.S.
person given that the managing member of our sponsor is a citizen of the Republic of Cyprus. Certain federally licensed businesses in the United States are subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an
interagency committee authorized to review certain transactions involving “foreign persons” to determine the effect of such transactions on U.S. national security. Therefore, because we may be considered a “foreign person” under
such rules and regulations, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is between us and a U.S. target company engaged in a regulated industry or which may affect national security.

 The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories
of investments to mandatory CFIUS filings. It is unclear at this stage

 2

whether our potential business combination will fall within CFIUS’s jurisdiction, and if so, whether we would be required to make a mandatory filing or determine to submit a voluntary notice
to CFIUS. If we seek CFIUS review prior to the completion of our initial business combination, we may be subject to substantial delays and increased transaction costs. If we are required to undergo a CFIUS review following the completion of our
initial business combination, in addition to any conditions or divestiture requirements imposed on us, we may incur substantial costs in connection therewith. Other possible foreign ownership limitations, and the potential impact of CFIUS, may limit
the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with
which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business
combination. If we cannot complete our initial business combination within the applicable Termination Date because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or
another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive $10.20 per share of Series A common stock on the liquidation of their shares and our warrants will expire worthless. This will
also cause our investors to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Please call me at (212) 858-1101 if you have any questions or require any additional information in connection with
the foregoing. We appreciate your assistance in this matter.

 Sincerely,

 /s/ Stephen C. Ashley

 Stephen C. Ashley

cc:
 Shahraab Ahmad, Atlantic Coastal Acquisition Corp. II

 3

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.

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 30, 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

Amendment No. 1 to Registration Statement on Form S-4

Filed April 2, 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 April 16, 2024, with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on April 2, 2024 (the “Amended
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.

The Company has filed via EDGAR an amended registration statement on Form S-4/A (the “Second Amended
Registration Statement”) with the SEC on April 30, 2024, which reflects the Company’s responses to the comments received from the Staff.

Amendment No. 1 to Registration Statement on Form S-4/A, filed April 2, 2024

Questions and Answers About the Business Combination

Following the Business Combination, What Will be the Combined Company’s Liquidity Position?, page 5

1.
 Your disclosure elsewhere in the prospectus appears to indicate that the combined company anticipates
repaying amounts due under promissory notes in connection with the closing of the Business Combination. Please revise your response to this question to disclose the amount of debt anticipated to be repaid, as well as any amounts payable pursuant to
legal proceedings.

 Response: The Company acknowledges the Staff’s comment and
has provided the requested disclosure on page 6 of the Second Amended Registration Statement.

 April 30, 2024

 Page
 2

 What happens if a Substantial Number of the Public Stockholders Vote…?, page 13

2.
 We note your response to prior comment 3 and re-issue in part.
Please revise the response to this question, or elsewhere in the Q&A, as appropriate, to provide disclosure of the impact of each significant source of dilution including the amount of equity held by the Sponsor,
earn-out shares and 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 14 through 16 of the Second Amended Registration Statement.

 Basis of Pro Forma Information, page 114

3.
 We have read the revision on page 116 related to comment 17. Please further revise the table summarizing
the total post-combination company shares issuable to Abpro in connection with the business combination to provide the actual preliminary estimate of the purchase price of the merger.

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

 Information About Abpro

Overview, page 169

4.
 We note the revision made to page 169 related to comment 21 and also from page 196 that the equity
investment associated with the Celltrion Agreement was $2.0 million. As previously requested, please revise hereunder or in the footnotes to specifically describe the nature of this equity investment.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages
172 and 198 of the Second Amended Registration Statement.

 Our Pipeline, page 173

5.
 Please remove the new graphic inserted beneath your pipeline table as the assertions in this graphic are
premature given AbPro’s current stage of development.

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

 April 30, 2024

 Page
 3

 In-licensing agreements

AstraZeneca, page 195

6.
 We note your revised disclosure on page 48. Please revise your description of this agreement to clarify
whether ABP-201, or any of your other material product candidates or technologies, are subject to the agreement.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages 50
and 202 of the Second Amended Registration Statement.

 NJCTTQ, page 197

7.
 We note your response to prior comment 37 and revised disclosure. Please further revise to clearly state
whether the NJCTTQ agreement was renewed as of January 2024. To the extent it was not renewed, please tell us why the agreement is material.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 200
of the Second Amended Registration Statement.

 Abpro Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 212

 Results of Operations, page 213

8.
 We note the revisions on page 214 in response to comment 40 and that Abpro’s SARSCoV- 2 neutralizing
antibody program is the largest individual research program presented accounting for approximately 25% and 57% of total research and development expenses in 2023 and 2022. Please revise hereunder, on page 194 or elsewhere, as appropriate, to
describe in reasonable detail the extent of this program including the scope of significant activities to date and the expected timing of future activities.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on pages
196 and 216 of the Second Amended Registration Statement.

 Background of the Business Combination, page 239

9.
 We note your response to prior comment 44. Please revise to reflect your response that Calabrese did not
have any role in the negotiation of the Business Combination.

 Response: The
Company acknowledges the Staff’s comment and has provided the requested disclosure on page 238 of the Second Amended Registration Statement.

Potential Purchases of Public Shares, page 244

10.
 We note your response to prior comment 47 and revised disclosure. However, your disclosure in this
section continues to state that your Sponsor, directors, officers, advisors or any of their respective affiliates may privately negotiate purchases of

 April 30, 2024

 Page
 4

shares that may be effected at purchase prices in excess of the per share pro rata portion of the Trust Account. Your disclosure also states that the purpose of such purchases could be to vote
such shares in favor of the Business Combination. These statements appear to conflict with your revised disclosure on page 100. Please reconcile your disclosure or advise.

Response: The Company acknowledges the Staff’s comment and has provided the requested disclosure on page 247
of the Second Amended Registration Statement.

 Please call me at (212) 858-1101 if you have any
questions or require any additional information. We appreciate your assistance in this matter.

 Sincerely,

/s/ Stephen C. Ashley

 Stephen C. Ashley

cc:
 Shahraab Ahmad, Atlantic Coastal Acquisition Corp. II

United States securities and exchange commission logo
April 16, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed April 2, 2024
File No. 333-276618
Dear Shahraab Ahmad:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 15, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Business Combination
Following the Business Combination, What Will be the Combined Company's Liquidity
Position?, page 5
1.Your disclosure elsewhere in the prospectus appears to indicate that the combined
company anticipates repaying amounts due under promissory notes in connection with the
closing of the Business Combination. Please revise your response to this question to
disclose the amount of debt anticipated to be repaid, as well as any amounts payable
pursuant to legal proceedings.
What Happens if a Substantial Number of the Public Stockholders Vote...?, page 13
2.We note your response to prior comment 3 and re-issue in part. Please revise the response
to this question, or elsewhere in the Q&A, as appropriate, to provide disclosure of the

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 April 16, 2024 Page 2
 FirstName LastNameShahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
April 16, 2024
Page 2
impact of each significant source of dilution including the amount of equity held by the
Sponsor, earn-out shares and convertible securities, including warrants retained by
redeeming shareholders, at each of the redemption levels detailed in your sensitivity
analysis, including any needed assumptions.
Basis of Pro Forma Information, page 114
3.We have read the revision on page 116 related to comment 17. Please further revise
the table summarizing the total post-combination company shares issuable to Abpro in
connection with the business combination to provide the actual preliminary estimate of the
purchase price of the merger.
Information About Abpro
Overview, page 169
4.We note the revision made to page 169 related to comment 21 and also from page 196 that
the equity investment associated with the Celltrion Agreement was $2.0 million. As
previously requested, please revise hereunder or in the footnotes to specifically describe
the nature of this equity investment.
Our Pipeline, page 173
5.Please remove the new graphic inserted beneath your pipeline table as the assertions in
this graphic are premature given AbPro's current stage of development.
In-licensing agreements
AstraZeneca, page 195
6.We note your revised disclosure on page 48. Please revise your description of this
agreement to clarify whether ABP-201, or any of your other material product candidates
or technologies, are subject to the agreement.
NJCTTQ, page 197
7.We note your response to prior comment 37 and revised disclosure. Please further revise
to clearly state whether the NJCTTQ agreement was renewed as of January 2024. To the
extent it was not renewed, please tell us why the agreement is material.
Abpro Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 212
Results of Operations, page 213
8.We note the revisions on page 214 in response to comment 40 and that Abpro's SARS-
CoV-2 neutralizing antibody program is the largest individual research program presented
accounting for approximately 25% and 57% of total research and development expenses
in 2023 and 2022. Please revise hereunder, on page 194 or elsewhere, as appropriate, to
describe in reasonable detail the extent of this program including the scope of significant

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 April 16, 2024 Page 3
 FirstName LastName
Shahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
April 16, 2024
Page 3
activities to date and the expected timing of future activities.
Background of the Business Combination, page 239
9.We note your response to prior comment 44. Please revise to reflect your response that
Calabrese did not have any role in the negotiation of the Business Combination.
Potential Purchases of Public Shares, page 244
10.We note your response to prior comment 47 and revised disclosure. However, your
disclosure in this section continues to state that your Sponsor, directors, officers, advisors
or any of their respective affiliates may privately negotiate purchases of shares that may
be effected at purchase prices in excess of the per share pro rata portion of the Trust
Account. Your disclosure also states that the purpose of such purchases could be to vote
such shares in favor of the Business Combination. These statements appear to conflict
with your revised disclosure on page 100. Please reconcile your disclosure or advise.
            Please contact Jenn Do at 202-551-3743 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephen C. Ashley, Esq.

CORRESP
1
filename1.htm

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

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

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 February 15, 2024 Page 2
 FirstName LastNameShahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
February 15, 2024
Page 2
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.

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 February 15, 2024 Page 3
 FirstName LastNameShahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
February 15, 2024
Page 3
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

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 February 15, 2024 Page 4
 FirstName LastNameShahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
February 15, 2024
Page 4
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
 FirstName LastNameShahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
February 15, 2024
Page 5
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

 FirstName LastNameShahraab  Ahmad
 Comapany NameAtlantic Coastal Acquisition Corp. II
 February 15, 2024 Page 6
 FirstName LastNameShahraab  Ahmad
Atlantic Coastal Acquisition Corp. II
February 15, 2024
Page 6
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

United States securities and exchange commission logo
December 5, 2023
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 November 3, 2023
File No. 001-41224
Dear Shahraab Ahmad:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Christopher Wing, Esq.

CORRESP
1
filename1.htm

CORRESP

 Pillsbury Winthrop Shaw Pittman LLP

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

December 1, 2023

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, NE

Washington, D.C. 20549

Re:
 Atlantic Coastal Acquisition Corp. II

 Preliminary Proxy Statement on Schedule 14A

 Filed November 3, 2023

 File No. 001-41224

Ladies and Gentlemen:

 On behalf of Atlantic
Coastal Acquisition Corp. II (the “Company”), we respectfully submit this letter in response to the oral comment received from the staff (the “Staff”) of the Securities and Exchange Commission on November 16,
2023, with respect to the Company’s preliminary proxy statement on Schedule 14A filed on November 3, 2023 (the “Preliminary Proxy”).

Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

 The oral comment from the Staff pertained to disclosure in the Preliminary Proxy regarding the Company’s intention to liquidate all
securities held in the Company’s trust account (the “Trust Account”) and instead hold the funds in the Trust Account in cash in a bank demand deposit account on or prior to the 24-month
anniversary of the effective date of the registration statement relating to the Company’s initial public offering. Specifically, the Staff noted that since the Company has not yet liquidated those securities and that all the funds in the Trust
Account are currently held in U.S. government securities or money market funds, the longer the funds in the Trust Account are held in such U.S. government securities or money market funds, the greater the risk that the Company will be deemed to be
an unregistered investment company under the Investment Company Act of 1940 (the “Investment Company Act”).

 The Company
acknowledges the Staff’s oral comment and has revised the disclosure (including risk factor disclosure) in the Company’s definitive proxy statement on Schedule 14A, filed on December 1, 2023, to reflect the greater risk of the
Company being deemed an unregistered investment company under the Investment Company Act as a result of the funds in the Trust Account currently being held in U.S. government securities or money market funds.

 December 1, 2023

Page 2

 Please call me at (212) 858-1101 if you have any questions or require any additional information in connection with the foregoing. We appreciate your assistance in this matter.

Sincerely,

 /s/ Stephen C. Ashley

Stephen C. Ashley

cc:
 Shahraab Ahmad, Atlantic Coastal Acquisition Corp. II

United States securities and exchange commission logo
December 12, 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
File No. 001-41224
Dear Shahraab Ahmad:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

CORRESP

 December 1, 2022

VIA EDGAR

 Ms. Babette Cooper

Ms. Jennifer Monick

 United States Securities and Exchange
Commission

 Division of Corporate Finance, Office of Real Estate & Construction

100 F Street, NE

 Washington, D.C. 20549

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 Ms. Babette Cooper and Ms. Jennifer Monick:

Atlantic Coastal Acquisition Corp. II (the “Company”) provides the following information in response to the comments contained in the correspondence
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated November 16, 2022, relating to the aforementioned Form 10-K and Form 10-Q. For reference purposes, the text of your letter dated November 16, 2022, has been reproduced herein (in bold), with the Company’s response below each numbered comment.

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 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.

Response:

 We respectfully acknowledge the Staff’s
comment and advise the Staff that the Company’s sponsor, Atlantic Coastal Acquisition Management II LLC, is controlled by and has substantial ties with a non-U.S. person given that the managing member of
the Company’s sponsor is a citizen of the Republic of Cyprus. However, the Company does not believe that such relationship would materially impair the ability of the Company to complete a business combination.

The Company will add a risk factor (provided below) in its future filings to disclose that its sponsor is controlled by and has substantial ties with a non-U.S. person.

 We may be deemed a “foreign person” under the regulations relating to the Committee on
Foreign Investment in the United States (“CFIUS”), and any business combination may be subject to U.S. foreign investment regulations and review by CFIUS or another U.S. government entity.

Our sponsor, Atlantic Coastal Acquisition Management II LLC, is controlled by and has substantial ties with a non-U.S.
person given that the managing member of our sponsor is a citizen of the Republic of Cyprus. Certain federally licensed businesses in the United States are subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an
interagency committee authorized to review certain transactions involving “foreign persons” to determine the effect of such transactions on U.S. national security. Therefore, because we may be considered a “foreign person” under
such rules and regulations, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is between us and a U.S. target company engaged in a regulated industry or which may affect national security.

 The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories
of investments to mandatory CFIUS filings. It is unclear at this stage whether our potential business combination will fall within CFIUS’s jurisdiction, and if so, whether we would be required to make a mandatory filing or determine to submit a
voluntary notice to CFIUS. If we seek CFIUS review prior to the completion of our initial business combination, we may be

 2

subject to substantial delays and increased transaction costs. If we are required to undergo a CFIUS review following the completion of our initial business combination, in addition to any
conditions or divestiture requirements imposed on us, we may incur substantial costs in connection therewith. Other possible foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or
prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business
combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business
combination. If we cannot complete our initial business combination within 15 months of the closing of our initial public offering because the review process drags on beyond such timeframe or because our initial business combination is ultimately
prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive $10.20 per share of Series A common stock on the liquidation of their shares and our warrants will
expire worthless. This will also cause our investors to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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.”

 3

 Response:

The Company evaluated the private placement warrants utilizing the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). The Company has determined equity classification to be appropriate, as the
private placement warrants are considered indexed to the Company’s own stock, and do not contain terms that would provide for potential changes to settlement amounts depending upon the characteristics of the holder of the private placement
warrants. In addition, the equity classification conditions in ASC 815-40-25 are met for the private placement warrants. Further analysis related to the Private Warrant
Agreement attached as exhibit 4.1 to the Company’s Form 8-K filed January 19, 2022 (the “Warrant Agreement”) is as follows:

Are the private placement warrants within the scope of ASC 480 to be classified as a liability?

The private placement warrants do not meet the criteria in ASC 480-10 for liability classification and therefore are
not within the scope of ASC 480. The Company’s management notes that the private placement warrants do not exhibit any of the characteristics in ASC 480 and, therefore, would not be classified as liabilities under ASC 480.

Are the private placement warrants indexed to the Company’s common stock?

The outstanding private placement warrants are freestanding financial instruments allowing for the potential future purchase of shares. They have been
determined to be freestanding instruments and were evaluated for inclusion in ASC 480 above and were not within the scope of that standard.

Exercise Contingencies

 Section 3.3.5 of the
Warrant Agreement (Maximum Percentage) contains an exercise contingency. An exercise contingency does not preclude an instrument from being considered indexed to an entity’s own stock provided that it is not based on certain criteria in ASC 815-40-15-7B. The exercise contingency in Section 3.3.5 of the Warrant Agreement is not based on the criteria in ASC 815-40-15-7B and as such does not preclude the private placement warrants from being considered indexed to the Company’s own
stock.

 Settlement Provisions

 The Warrant
Agreement contains a cashless exercise provision. For this provision the fair value (Section 3.3.1.b of the Warrant Agreement) shall mean the average last reported sale price of the Series A common stock for the ten (10) trading days ending on
the third (3rd) trading day prior to the date on which notice of exercise of the private placement warrant is sent to the warrant agent.

 4

 These cashless exercise features are applicable to the private placement warrants in different scenarios. In
all cases, the settlement amount is the difference between the fair value and a fixed monetary amount (the exercise price), and the calculation is the same for all private placement warrants. Thus, the private placement warrants are not precluded
from being indexed to the Company’s own stock.

 The Company’s management analyzed the adjustments to the exercise price under Step 2 of ASC 815-40-15-7. The Warrant Agreement provides for an adjustment to the number of common shares issuable under the private placement
warrants and/or adjustment to the exercise price in Section 4 of the Warrant Agreement.

 ASC 815-40-55-42 states that for these types of events, if the adjustment to the strike price is based on a mathematical formula that determines the direct effect that the
occurrence of such dilutive events should have on price of the underlying shares, this does not preclude an instrument from being considered indexed to the Company’s own stock, as the only variables that could affect the settlement amount would
be inputs to the fair value of a fixed-for-fixed option on equity shares. Based on our review, these sections do not preclude the private placement warrants from being
considered indexed to the Company’s own stock.

 As part of its analysis, the Company’s management specifically considered 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 private placement warrants. For example, are the private placement warrants
redeemable by the Company at a specific price depending on the holder of the private placement warrants? The Company’s management did not identify any such terms or provisions in the Warrant Agreement that would result in liability treatment.

 Relatedly, with respect to the statement 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,” the Company respectfully acknowledges the Staff’s comment and advises the
Staff that such statement will not be included in future filings.

 Do the private placement warrants meet all of the conditions for equity
classification?

 ASC
815-40-25-1 and 2 provide the general framework for determining whether an instrument that is considered indexed to an
issuer’s own stock should be classified as a liability (or in some cases, an asset) or equity. Based on management’s review, the private placement warrants meet the “classified in stockholders’ equity” criteria in ASC 815-40-25.

 5

 If you have any questions or comments, please do not hesitate to contact me directly at (929)264-4786.

 Very truly yours,

Atlantic Coastal Acquisition Corp. II

 /s/ Shahraab Ahmad

Shahraab Ahmad

Chief Executive Officer

 Copy to:

 Stephen C. Ashley,
Pillsbury Winthrop Shaw Pittman LLP

 6

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

CORRESP
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CORRESP

 Atlantic Coastal Acquisition Corp. II

6 St Johns Lane, Floor 5

New York, NY 10013

January 12, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo

Re:

 Atlantic Coastal Acquisition Corp. II

Registration Statement on Form S-1

File No. 333-261459

 Dear Ms. De Lorenzo:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Atlantic Coastal Acquisition Corp. II (the “Company”) hereby
requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on January 13, 2022, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Pillsbury Winthrop Shaw Pittman LLP, requests by telephone that such Registration Statement be declared effective.

 Please contact Stephen
C. Ashley, of Pillsbury Winthrop Shaw Pittman LLP, special counsel to the Company, at (212) 858-1101, as soon as the registration statement has been declared effective, or if you have any other questions or
concerns regarding this matter.

Sincerely,

 /s/ Shahraab Ahmad

Shahraab Ahmad

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 January 12, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Catherine De Lorenzo

Re:
 Atlantic Coastal Acquisition Corp. II

Registration Statement on Form S-1

Filed December 2, 2021

 File
No. 333-261459

 Dear Ms. De Lorenzo:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
Atlantic Coastal Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on January 13, 2022, or as soon thereafter as
practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there
will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

CANTOR FITZGERALD & CO.

By:

 /s/ David Batalion

Name:

David Batalion

Title:

Senior Managing Director

 [Signature Page to UW Acceleration Request]

United States securities and exchange commission logo
December 13, 2021
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
Registration Statement on Form S-1
Filed December 2, 2021
File No. 333-261459
Dear Mr. Ahmad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Catherine De Lorenzo at 202-551-4079 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stephen C. Ashley