Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 21, 2023, as previously reported, Daniel M. Tapiero resigned from the
Board of Directors (the "Board"), and all committees thereof, of Atlantic
Coastal Acquisition Corp. (the "Company"). On April 3, 2023, the Company
received notice ("Notice") from the Nasdaq Stock Market LLC ("Nasdaq") informing
the Company that, as a result of Mr. Tapiero's resignation, the Company was not
in compliance with Nasdaq's listing rules (the "Listing Rules") as set forth in
Listing Rule 5605 given the Company's failure to adhere to the independent
director, audit, and compensation committee requirements.
Consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), the Company has
until the earlier of the Company's next annual shareholders' meeting or March
21, 2024 to regain compliance. However, if the next annual shareholders' meeting
is held before September 18, 2023, then the Company must evidence compliance no
later than September 18, 2023.
To remedy the deficiencies outlined in the Notice, the Company has, as of April
4, 2023, taken the steps outlined in Items 5.02 and 8.01 below.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On April 4, 2023, Anthony D. Eisenberg resigned from the Board. Mr.
Eisenberg's decision did not reflect any disagreement with the Company on any
matter relating to the Company's operations, policies, or practices.
Notwithstanding his resignation from the Board, Mr. Eisenberg will continue to
serve as Chief Strategy Officer of the Company. As a result of Mr. Eisenberg's
resignation, the Company regained compliance with the requirement under the
Listing Rules that the majority of the members of the Board are independent
directors.
Item 8.01 Other Events.
On April 4, 2023, in addition to accepting Mr. Eisenberg's resignation from the
Board, the Company made the following modifications to the Board:
1. Joanna Lord was appointed to the Compensation Committee of the Board (the
"Compensation Committee").
2. Iqbaljit Kahlon was named chairman of the Compensation Committee.
3. Bryan Dove was appointed to the Audit Committee of the Board (the "Audit
Committee").
4. Iqbaljit Kahlon was named chairman of the Audit Committee.
5. Iqbaljit Kahlon was designated as an "audit committee financial expert"
pursuant to Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.
As a result of the foregoing, the Company believes it has remedied the
deficiencies with respect to the Listing Rules outlined in the Notice.
Additionally, the Second Amended and Restated Certificate of Incorporation of
the Company (the "Charter") requires the Board to be divided into three classes,
as nearly equal in number as possible and designated as Class I, Class II, and
Class III (collectively, the "Classes"). The resignations above created an
imbalance in the number of directors in each class. Consequently, on April 4,
2023, the Company re-assigned Joanna Lord, a former Class II director, from
Class II to Class III to ensure compliance with the Charter.
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