Material Event - Form 425

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on April 18, 2024, Atlantic Coastal Acquisition Corp. II ("we," "ACAB" or the "Company") received notice from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company has failed to maintain a minimum market value of publicly held shares of $15,000,000 for the 30 consecutive trading day such date, as required under Nasdaq Listing Rule 5450(b)(2)(C) (the "Market Value of Publicly Held Shares Requirement").

Additionally, on July 31, 2024, we received an notice from Nasdaq informing us that we have failed to comply with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 unrestricted round lot holders (with at least 50% of such holders holding unrestricted securities) of our listed securities (the "Total Holders Requirement" and, together with the Market Value of Publicly Held Shares Requirements, the "Nasdaq Deficiencies").

As previously disclosed, the Company was granted a compliance period to cure the Nasdaq Deficiencies no later than October 15, 2024. The Company expected, and still expects, the Nasdaq Deficiencies to be cured as a result of its previously announced proposed business combination (the "Business Combination") with Abpro Corporation ("Abpro").

On October 16, 2024, we received a delisting determination letter ("Delisting Determination Letter") from Nasdaq notifying us that we failed to regain compliance with the Nasdaq Deficiencies by the expiration of the October 15, 2024 compliance period referenced above. Additionally, the Delisting Determination Letter also noted that, as of September 10, 2024, we failed to meet the minimum requirement of 750,000 publicly held shares of our listed common stock under Nasdaq Listing Rule 5450(b)(1)(B). The Delisting Determination Letter states that unless we request a hearing before a Nasdaq Hearing Panel ("Panel") by October 23, 2024, trading of our common stock and warrants would be suspended.

We intend to request a hearing before the Panel prior to October 23, 2024, and such request for a hearing will automatically stay any suspension/delisting action by Nasdaq at least until the hearing process concludes and any extension granted by the Panel expires. We expect that we will regain compliance with each of the foregoing Nasdaq listing rules upon the closing of the Business Combination.