Abpro Corporation entered into a term sheet to acquire Atlantic Coastal Acquisition Corp. II from a group of shareholders for approximately $770 million in a reverse merger transaction.

Abpro Corporation entered into a term sheet to acquire Atlantic Coastal Acquisition Corp. II (NasdaqGM:ACAB) from a group of shareholders for approximately $770 million in a reverse merger transaction on September 18, 2023. The transaction would result in an implied equity valuation for Abpro of $725 million. At the closing of the Acquisition (the ?Closing?), the equityholders of Abpro would own 72,500,000 shares in the combined company (the ?Transaction Shares?). In addition to the Transaction Shares, 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 (the ?Earnout Agreement?). If, on the fifth anniversary of the Closing, the conditions set forth in the Earnout Agreement for the release of such shares have not been met, such shares will be forfeited and returned to the treasury of the combined company. 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?). 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. The final terms of the Acquisition are subject to the negotiation and finalization of the Definitive Agreement and any other agreements relating to the Acquisition, and the material terms of the Acquisition may differ from those set forth in the Term Sheet. In addition, the Closing will be subject to various customary, completion of due diligence and other closing conditions. The transaction is expected to close in Q2 of 2024 and would result in an implied equity valuation for Abpro of $725 million. As on October 14, 2023, Atlantic Coastal Acquisition Corp. II issued a non-interest bearing, unsecured promissory note in the aggregate principal amount of $80,000, the amount was deposited into the Trust account, in order to extend the period of time that Atlantic Coastal Acquisition Corp. II has to complete a business combination for an additional one (1) month period, from October 19, 2023 to November 19, 2023.
Brookline Capital Markets, a Division of Arcadia Securities, LLC, acted as a financial advisor to Abpro Corporation.