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Atlantic Coastal Acquisition Corp. II *

Atlantic Coastal Acquisition Corp. II *

Dec 2, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Abpro Corporation

ENTERPRISE VALUE: $496.3 million
ANTICIPATED SYMBOL: TBD

Atlantic Coastal Acquisition Corp. II entered into a definitive business combination with Abpro Corporation

  • Abpro Corporation is a biotechnology company located in Woburn, Massachusetts. The Company’s mission is to improve the lives of mankind facing severe and life-threatening diseases with next-generation antibody therapies.

SUBSEQUENT EVENT – 11/8/24 – LINK

  • The SPAC entered into an OTC Equity Prepaid Forward Transaction with YA II PN, LTD for up to 500,000 Shares.
    • The Forward Purchase Agreement provides that the Seller will be paid directly an aggregate cash amount equal to the product of
      • (i) the Number of Shares as set forth in a Pricing Date Notice and
      • (ii) the redemption price per share.
    • The reset price will initially be $10.00.
      • The Reset Price will be subject to reset on a weekly basis commencing with the first full week following the Closing Date, to be the lowest of
        • (a) the then-current Reset Price
        • (b) $10.00 and
        • (c) the VWAP Price of the Shares of the last 3 trading days in such week
    • The Seller can terminate the notice with an OET Notice
      • The effect of an OET Notice will be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date.
      • As of each OET Date, the Counterparty will be entitled to an amount from the Seller, and the Seller will pay to the Counterparty an amount, equal to the product of
        • (x) the number of Terminated Shares and
        • (y) the Reset Price in respect of such OET Date.
      • The payment date may be changed within a month at the mutual agreement of the parties.
    • The “Valuation Date” is the earliest to occur of
      • (a) the date that is 3 months after the Closing Date and
      • (b) the date specified by the Seller in a written notice to be delivered to the Counterparty at the Seller’s discretion after the occurrence of any of
        • (x) a VWAP Trigger Event,
        • (y) a Delisting Event or
        • (z) unless otherwise specified therein, upon any Additional Termination Event.
      • The Valuation Date notice will become effective immediately upon its delivery from the Seller to the Counterparty.
    • On the Cash Settlement Payment Date, which is the tenth local business day immediately following the last day of the Valuation Period, the Seller will remit to the Counterparty a cash amount (the “Settlement Amount”) equal to
      • (i) the Number of Shares as of the Valuation Date, multiplied by
      • (ii) the difference of
        • (a) the volume weighted daily VWAP Price over the Valuation Period, less
        • (b) $0.50, and the Seller will not otherwise be required to return to the Counterparty any of the Prepayment Amount.
      • In the event that the difference of
        • (a) the volume weighted daily VWAP Price over the Valuation Period, less
        • (b) $0.50, is equal to or less than $0, then the Settlement Amount shall be $0.
    • The Seller agreed to waive any redemption rights with respect to any Recycled Shares.

NON-REDEMPTION AGREEMENT – 11/6/24 – LINK

  • The SPAC and Sandia Investment Management LP entered into an agreement not to redeem up to 124,352 Shares.
    • Upon closing the Business Combination, the Company will pay the Investors from cash released from the IPO trust account.
    • This payment will be equal to the redemption price of their Investor Shares, less $9.00 per share.

SUBSEQUENT EVENT – 11/4/24 – LINK

  • Abpro, ACAB and Yorkville entered into a Standby Equity Purchase Agreement.
    • Yorkville shall purchase from the Post-Combination Company, as Advances up to $50 million in aggregate gross purchase price of newly issued shares of Post-Combination Company’s common stock by delivering written Advance Notice (as defined in the SEPA) to Yorkville.
      • The purchase price for the Advance Shares shall be the price per Advance Share obtained by multiplying the Market Price
        • (i) by 96% in respect of an Advance Notice delivered by the Post-Combination Company with an Option 1 Pricing Period (defined by reference to VWAP on the trading day the Advance Notice is submitted, starting at 9:00 a.m. New York City time or, if submitted after 9:00 a.m. New York City time, at the time the investor confirms receipt)
        • (ii) 97% in respect of an Advance Notice with an Option 2 Pricing Period (defined by reference to the lowest daily VWAP on three consecutive trading days commencing on the Advance Notice Date), or
        • (iii) in the case of any Advance Notice delivered pursuant to an Investor Notice (as defined in the SEPA), equal to the Conversion Price.

EXTENSION – 9/20/24 – LINK

  • The SPAC approved the extension from September 19, 2024 to November 19, 2024.
    • 126,122 shares were redeemed.
    • An additional $0.03/Share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 8/28/24 – LINK

  • Abpro Bio Subscription Agreement 
    • Abpro Bio agreed to subscribe for and purchase, and ACAB agreed to issue and sell, 622,467 newly-issued shares of Series A common stock substantially concurrently with the Closing, at a price of $10.00 per share, for an aggregate purchase price of $6,224,670.
      • In addition, Abpro Bio will be granted an aggregate of 1,244,934 shares of Series A common stock previously allocated among ACAB and the Company.
  • Celltrion Subscription Agreement
    • Celltrion agreed to subscribe for and purchase, and ACAB agreed to issue and sell, 500,000 newly-issued shares of Series A common stock substantially concurrently with the Closing, at a price of $10.00 per share, for an aggregate purchase price of $5,000,000.
      • In addition, Celltrion will be granted an aggregate of 1,000,000 Abpro Incentive Shares

SUBSEQUENT EVENT – 4/16/24 – LINK

  • The SPAC entered into a subscription agreement with Polar Multi-Strategy Master Fund.
  • The Investor agreed to provide a capital contribution to the Sponsor in an aggregate amount of up to $360,000 in exchange for 1 share of ACAB’s Series A common stock held by the Sponsor for each $1 invested by the Investor as of the closing of ACAB’s proposed business combination, provided that the obligation to make capital contributions will terminate on September 19, 2024.
  • The Investor will be entitled to receive from the Sponsor an amount equal to the Capital Contribution in cash or shares of ACAB common stock, as determined at the Investor’s election (the “Return of Capital”).
  • If the Investor elects to receive the Return of Capital in shares, then the Sponsor will transfer, or ACAB will issue to the Investor, shares of ACAB common stock at a rate of 1 share for each $10 invested by the Investor as of the De-SPAC Closing.

EXTENSION – 12/18/23 – LINK

  • The SPAC approved the extension from December 19, 2023 to September 19, 2024.
    • 2,768,301 shares were redeemed for $10.68 per share.
    • $30K to extend for 3 months will be deposited into the trust account; $10K per month (x6) thereafter.

TRANSACTION

  • The transaction is expected to close in Q2 of 2024 and would result in an implied equity valuation for Abpro of $505.2 million.
  • Additionally, 14,500,000 shares of common stock of the surviving entity will be deposited in an escrow account at closing and be periodically released subject to the conditions of an earnout agreement.
  • Under the Term Sheet, Abpro has agreed to negotiate exclusively with the Company with respect to the Acquisition for a period of 30 days.
  • The Exclusivity Period will be automatically extended for two additional 15 day periods in certain circumstances.
  • Under the terms of the Term Sheet, there is no fee or penalty for either party in the event the Term Sheet is terminated or the Acquisition is not consummated

Updated Presentation

Old Presentation

SPAC FUNDING – LINK – SEE SUBSEQUENT EVENT FROM 11/8/24 – LINK

  • Abpro Bio Subscription Agreement 
    • Abpro Bio agreed to subscribe for and purchase, and ACAB agreed to issue and sell, 622,467 newly-issued shares of Series A common stock substantially concurrently with the Closing, at a price of $10.00 per share, for an aggregate purchase price of $6,224,670.
      • In addition, Abpro Bio will be granted an aggregate of 1,244,934 shares of Series A common stock previously allocated among ACAB and the Company.
  • Celltrion Subscription Agreement
    • Celltrion agreed to subscribe for and purchase, and ACAB agreed to issue and sell, 500,000 newly-issued shares of Series A common stock substantially concurrently with the Closing, at a price of $10.00 per share, for an aggregate purchase price of $5,000,000.
      • In addition, Celltrion will be granted an aggregate of 1,000,000 Abpro Incentive Shares

SPONSOR AGREEMENT

  • On December 11, 2023, Atlantic Coastal Acquisition Management II LLC (the “Sponsor”) made an agreement with ACAB, the Company, and Abpro Bio Co., Ltd. According to this agreement:
    • The Sponsor will keep 2.95 million shares of ACAB Series A Common Stock for itself.
    •  It will split another 2,458,333 shares of the same stock among three parties:
      • The Sponsor gets 491,667 shares.
      • The Company receives 983,333 shares.
      • Abpro Bio Co., Ltd gets 983,333 shares.
  • These shares will be used to secure commitments from ACAB stockholders or to raise additional capital for ACAB or the Surviving Company. Any shares not used for this purpose will remain with the party that received them.
  • The Sponsor will give up any remaining shares of ACAB Series A and Series B Common Stock it holds.

EARNOUT

  • Company
    • Total of 14,500,000 Shares over a five-year period.
      • 1/3 will vest equally at $13.00, $15.00, and $18.00

LOCK-UP

  • Sponsor and Company
    • 12 months from the Closing Date or if the share price equals $12.00 for 20/30 trading days at least 150 days from closing.

NOTABLE CONDITIONS TO CLOSING

  • ACAB must ensure at least $8.7 million in available closing cash.
    • This includes Trust Account funds (minus ACAB stockholder redemption payments), plus any PIPE Financing, forward purchase agreements, equity lines of credit, convertible note financing, and other financing sources, minus unpaid SPAC expenses, as per the Business Combination Agreement.
    • The Company may waive this amount.

NOTABLE CONDITIONS TO TERMINATION

  • by either ACAB or the Company if the Business Combination is not consummated by June 1, 2024

ADVISORS

  • Company:
    • Brookline Capital Markets, a Division of Arcadia Securities, LLC, acted as a financial advisor
  • SPAC:
    • Cohen & Company Capital Markets is serving as a Capital Markets Advisor

EXTENSION – 4/18/23 – LINK

  • The SPAC approved the extension from April 19, 2023 to October 19, 2023, and the option to further extend the date by which it has to consummate a business combination beyond June 30, 2023 up to two times for an additional (1) month each time to December 19, 2023.
    • 26,564,308 shares were redeemed.
    • No money will be deposited into the trust account to extend until 10/19/23; $80K per month will be deposited thereafter as needed

SUBSEQUENT EVENT – 4/5/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an unknown amount of shares
    • The Sponsor will transfer Class B shares to the non-redeeming shareholders

MANAGEMENT & BOARD

Executive Officers

Shahraab Ahmad, 45
Chief Executive Officer and Chairman of the Board of Directors

Mr. Ahmad also serves as Chief Executive Officer and Chairman of the Board of Directors of ACA I. Prior to this, he most recently served as the Chief Investment Officer for Decca Capital Ltd, a fund founded by Mr. Ahmad that invested across capital structures in the U.S. and Europe from April 2015 until December 2018. Prior to his tenure at Decca Capital Ltd, Mr. Ahmad served as a portfolio manager for Hutchin Hill Capital, LP from 2008 to 2013 and Sailfish Capital Partners, LLC from 2005 to 2008 and J.P. Morgan from 1999 to 2004, where he last co-headed the High Yield Credit trading group. At J.P. Morgan, Mr. Ahmad managed credit portfolios across the U.S. and Europe. Mr. Ahmad holds a B.A. in Mathematics and Economics from Wesleyan University and studied corporate finance at the London School of Economics.

Anthony D. Eisenberg, 39
Chief Strategy Officer and Director Nominee

Mr. Eisenberg also serves as Chief Strategy Officer and a director of ACA I. Since 2013, Mr. Eisenberg has managed Tappan Street, a multi-strategy family office with expertise in environmental, social and corporate governance principles and private market investments. Since March 2020, Mr. Eisenberg has also served on the board of advisors of Komma, a mobility company targeting the urban mobility vehicle market. From 2013 to 2019, Mr. Eisenberg served on the board of advisors of Michigan Income Principal-Protected Growth Fund, an impact investing fund in partnership with the State of Michigan and the US Department of Treasury and led the firm’s development activities. Mr. Eisenberg began his career in politics working in the Office of U.S. Senator Debbie Stabenow, Patton Boggs and the D.C. based research group Marwood Group, prior to his principal investing career, which began at the hedge fund Christofferson Robb & Company. Mr. Eisenberg holds an M.B.A. in Finance from Georgetown University—The McDonough School of Business, a J.D. from the University of Michigan Law School and a B.B.A. in Finance and Political Science from the University of Miami.

Jason Chryssicas, 37
Chief Financial Officer and Director Nominee

Over the course of his career, Mr. Chryssicas has served in a variety of leadership positions within financial services and capital markets, including Investor Relations, Investment Banking, Corporate Development and Strategy. Mr. Chryssicas has served in various roles at Cantor Fitzgerald and BGC Partners Inc. since 2013 including his current role as Head of Investor Relations at both firms. Prior to this, Mr. Chryssicas held positions at Goldman Sachs and Ernst & Young. Mr. Chryssicas holds a B.A. in Accounting from Western Washington University.

Burt Jordan, 54
President and Director Nominee

Mr. Jordan also serves as President and a director of ACA I. Mr. Jordan was an executive at Ford Motor Company (“Ford”) from July 1999 until July 2020, where he most recently served as vice president of Global Purchasing Operations and Supply Chain Sustainability. At Ford, Mr. Jordan was responsible for Ford’s commodity-related and Indirect Purchasing and Supplier Sourcing program around the world for the past 10 years. In June 2020, Mr. Jordan was named the 2020 CPO of the Year by the National Minority Supplier Development Council, which recognized his impactful leadership within Ford and the larger supplier-diversity community. Mr. Jordan holds a B.B.A. in Business Administration from Alma College.

Board of Directors

Joanna Lord, 39
Director Nominee

Since June 2021, Ms. Lord has served as the Chief Marketing Officer of Reforge Inc. Prior to joining Reforge, Ms. Lord served as the Chief Marketing Officer of Skyscanner LTD from January 2019 until December 2020 and ClassPass from 2016 to 2019 and the Vice President of Marketing at Porch from 2014 to 2016. Ms. Lord received her M.A. in Communications from Pepperdine University and B.A. in Journalism/Communications from St. Michaels College.

Bryan Dove, 41
Director Nominee

Since April 2021, Mr. Dove has served as the Chief Executive Officer of CommerceHub. Additionally, since September 2020, Mr. Dove has served as the Chairperson of Travalyst. Prior to this, Mr. Dove was an executive at Skyscanner LTD from June 2015 until June 2020, where he served as Chief Executive Officer. Mr. Dove was also a director at Skyscanner LTD from 2018 to 2020. Prior to joining Skyscanner, Mr. Dove held several senior leadership positions within the technology industry at Amazon (2014 – 2015), Microsoft (2009 – 2014), and Eclipsys Corporation (2004 – 2009). Bryan also served as a board director at a privately held artificial intelligence company specializing in the real estate and financial sectors (July 2020 – April 2021).

Iqbaljit Kahlon, 35
Director Nominee

Since June 2014, Mr. Kahlon has served as the managing partner of Tomales Bay Capital, a global investment firm with a focus on innovative companies, and since August 2015, the executive chairman of Hive, an artificial intelligence company specializing in computer vision and deep learning. At Tomales Bay Capital, Mr. Kahlon invested in innovative and technology-based companies including SpaceX. Mr. Kahlon received his M.B.A. from the University of Chicago Booth School of Business and a bachelor’s degree from the University of Michigan.

Darren Stanwood, 36
Director Nominee

Since October 2015, Mr. Stanwood has served as the managing member of Fields Texas Ltd. Holdings LLC, a private investment and retail advisory firm focused on the global consumer and retail sectors. Mr. Stanwood received his B.S.B.A. in Marketing/Economics from the Suffolk University – Sawyer School of Management.

Dominick J. Schiano, 66
Director Nominee

Since July 2007, Mr. Schiano has served as the President and Co-Founding Partner of Evergreen. Evergreen provides advisory services and co-invests with private equity sponsors under exclusive contractual relationships and was previously engaged by The Gores Group where Mr. Schiano was responsible for sourcing investment opportunities, and providing strategic, operational and financial guidance with respect to portfolio company investments in the industrial sector. Evergreen has also previously been engaged by TowerBrook Capital Partners where Mr. Schiano was a member of the Management Advisory Board and by DLJ Merchant Banking Partners, the private equity arm of Credit Suisse where he served as Vice Chairman—Global Industrial Partners. Mr. Schiano has also served on numerous local government, private company, joint venture and public company boards, including STR Holdings Inc. (NYSE: STRI) where he served on the Audit and Special Transaction Committees and Material Sciences Corporation (Nasdaq: MASC) where he served on the Audit, Compensation and Governance Committees and led the Special Committee responsible for its sale in 2013. Prior to forming Evergreen, Mr. Schiano served as a Managing Director and member of the Investment Committee of Questor Partners Funds. Previously, Mr. Schiano served in various senior executive roles at Textron Inc. (NYSE: TXT), TRW Inc, Wickes Companies Inc., and its predecessor, Gulf+Western Industries Inc. Mr. Schiano attended Long Island University, majoring in Finance, and has completed the University of Pennsylvania—Wharton School Management Development Program and the Northwestern University—Kellogg School Mergers and Acquisitions Program.

 

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