Atlantic Coastal Acquisition Corp. (ACAH) Signs Non-Redemption Agreement
Atlantic Coastal (NASDAQ:ACAH) announced in an 8-K this afternoon that it has reached agreements with one or more investors not to redeem up to 200,000 shares in its upcoming extension vote.
These investors must hold the lesser of this amount of shares or 9.9% of the the SPAC’s total Class A stock outstanding after the meeting. In exchange, the SPAC has assigned up to 30,000 promote shares (0.3%) to be distributed to these investors.
Atlantic Coastal shareholders are set to attend a special meeting on March 2 to consider extending its transaction deadline from March 8 to June 8. The proposed changes would also allow the SPAC’s sponsor to automatically extend its deadline three more times in one-month increments by contributing the lesser of $80,000 or $0.04 per share.
These contributions are to be paid in the form of a non-interest bearing unsecured promissory note, which will be repaid or converted into Class A shares at $10 per share if the Atlantic Coastal completes a transaction. If it does not complete a transaction, this note will be paid by funds outside of the trust or will be forgiven.
Atlantic Coastal has been searching for a merger partner since its IPO in March 2021, and it did sign a definitive agreement to combine with additive manufacturing firm Essentium in December of that year. But, this deal was nixed three months later, owing to “market conditions”.
The SPAC did not come away empty-handed, however. The parties agreed that the SPAC would receive payments from Essentium should it be bought out by Atlantic Coastal’s March 8 initial transaction deadline. If the company is not sold by then, Atlantic Coast is to receive a warrant to acquire a stake in Essentium equal to five percent at an implied valuation of $500 million.
As such, Atlantic Coastal’s team may succeed in effectively doing two equity deals with a single SPAC should it consummate another transaction before its time is up.