Proxy Results Form 8 K

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On September 19, 2024, at a special meeting of the stockholders of Atlantic Coastal Acquisition Corp. II, a Delaware corporation and a special purpose acquisition company ( the "Company") whose securities are listed on Nasdaq (the "Special Meeting"), the stockholders approved a proposal to amend the Company's amended and restated certificate of incorporation, as amended (the "Charter"), to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a "Business Combination"), (ii) cease its operations if it fails to complete such Business Combination, and (iii) redeem or repurchase 100% of the Company's Series A common stock included as part of the units sold in the Company's initial public offering that was consummated on January 19, 2022 (the "Public Shares"), from September 19, 2024 (the "Original Termination Date") to October 19, 2024 (the "Extended Date"), or such earlier date as determined by the Company's board of directors (the "Board"), provided that the Company's sponsor, Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the "Sponsor"), deposits into the trust account maintained for the benefit of the Company's public stockholders $0.03 for each Public Share that is not redeemed in connection with the Special Meeting. If the Company has not consummated a Business Combination by the Extended Date, the Company may, without another stockholder vote, elect to extend the Extended Date on a monthly basis once (such monthly extension being hereinafter referred to as an "Additional Charter Extension Date"), by resolution of the Board, if requested by the Sponsor, and upon five days' advance notice prior to the Extended Date, until November 19, 2024, or a total of up to two months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto.

The foregoing summary of the amendment to the Charter (the "Charter Amendment") is not complete and is qualified by reference to the Charter Amendment attached hereto as Exhibit 3.1 which was filed with the Office of the Secretary of State of the State of Delaware on September 20, 2024.