美国

证券交易委员会

华盛顿特区20549

表格 8-K

目前的报告

根据第13或15(d)条款

证券交易法（1934年）第13条或第15(d)条规定

报告日期（最早报告事项日期）：2024年10月30日

大西洋沿岸收购公司II

(根据其章程规定的注册人准确名称)

(248) 890-7200

(注册人电话号码，包括区号)

无数据

(如果自上次报告以来发生更改，请填写前名称或前地址。)

如果所提交的表格申报旨在同时满足注册人在以下规定项下的任何一项申报义务，请选中以下适当的框（见下面的A.2指导方针）：8-K 本报告旨在同时满足申报人根据以下任何规定的申报义务（请参见下面的一般指示A.2）：

根据法案第12（b）条注册的证券:

请在检查标记处打勾，表示注册公司是否符合1933年证券法规定的新兴成长型公司(本章第230.405条)或1934年证券交易法规定的第120亿.2条(本章第2401.2亿.2条)。

新兴成长企业☒

如果是新兴成长型企业，请勾选，表明注册者已选择不使用根据证券交易所法第13(a)条规定提供的任何新的或修订的财务会计准则的延长过渡期。☐

如前披露，大西洋沿岸收购公司II，一家特拉华州公司（“我们”，“ACAB”或“公司”）已就拟议的业务组合（“业务组合”）与Abpro公司（特拉华州公司）（“Abpro”）达成协议。

如前披露，于2024年10月18日，公司的Form表格Registraton Statement生效，公司提交了与业务组合相关的代理人声明书/招股书（“代理人声明书/招股书”）。 S-4 展开完整的内容，以免丢失。苹果CEO库克大规模出售股票，套现逾3亿港元。

约克维尔协议

于2024年10月30日，公司和Abpro与YA II PN有限公司（“投资者”）签署了备用股权购买协议（“SEPA”）。在此未定义并使用的大写字母术语应具有SEPA中规定的含义，该SEPA作为表格10.1附在本次报告中，且以引用方式纳入本文。 8-K 如前披露，于2024年10月18日，公司的Form表格Registraton Statement生效，公司提交了与业务组合相关的代理人声明书/招股书（“代理人声明书/招股书”）。

预付 爱文思控股

在SEPA规定的条件满足的前提下，投资者应向公司提前支付500万美元的总本金金额（该 预付款 预付款），其中将以可转换的本票作为凭证（每一张“本票”），其格式附在本《当前表格上 8-K 作为附件10.3展示，并通过参考并入本文。第一 预付 预付款应为300万美元的本金金额，并在业务合并结束后的第一个交易日提前支付，第二 预付 爱文思控股应以2,000,000美元的本金金额提前支付，最晚为（i）根据注册权协议（如下定义）提交的首次注册声明生效后的第二个交易日和（ii）取得超出交易所限额发行公司普通股所需股东批准后的第二个交易日。每次 预先准备 在每次结束时，投资者应向公司提前支付本金金额，减去折扣金额，该折扣金额等于提前支付的本金金额的8％，从应付购买价格净额中抵消，并以立即可用的资金支付到公司书面指定的账户，公司应交付一张本票，本票本金金额等于该金额的全额 预付 提前支付，减去折扣金额，该折扣金额等于提前支付的本金金额的8％，从应付购买价格净额中抵消，并以立即可用的资金支付到公司书面指定的账户，公司应交付一张本票，本票本金金额等于该金额的全额 预付 提前支付，减去折扣金额，该折扣金额等于提前支付的本金金额的8％，从应付购买价格净额中抵消，并以立即可用的资金支付到公司书面指定的账户，公司应交付一张本票，本票本金金额等于该金额的全额 预付 公司代表已经进行了适当的爱文思控股。

8,674,018

在业务组合结束时，公司有权但无义务根据SEPA向投资者发行其普通股的股份（“预付股份”，及此类发行和出售，称为“预付款”），投资者应通过公司发给投资者的书面通知（“预付通知”）认购及购买公司发行的预付股份，前提是（i）在匹配票据下没有未结余额，或者（ii）在匹配票据下有未结余额时，按照SEPA的条款和条件发生了分期偿还事件（在匹配票据中定义），公司有选择权选择希望在每次预付通知中向投资者发行并出售的预付股份数量不超过最高预付款金额（以下定义）的规定。如果任何匹配票据下仍有未结余额，未经投资者事先书面同意，公司只能（除按照下文所述的投资者通知进行的视为预付通知的情况外）提交预付通知（A）如果发生了分期偿还事件，公司根据匹配票据的规定仍有义务按月偿还预付款且（B）投资者通过偿还公司的从此类预付款中获得的款项抵消未结余额的相等金额从而支付公司应付的总购买价格，视情况符合SEPA的条款和条件。

只要匹配票据中仍有未结余额，投资者有权但无义务通过向公司提交投资者通知（根据SEPA中定义的通知）的方式致使被视为送达给投资者的预付通知，从而触发向投资者发行和出售预付股份的情况，具体条款和条件如SEPA所示。

“最高预付金额”指（A）公司根据SEPA适用条款发出的每份预付通知，其金额等于该预付通知前五个连续交易日其普通股每日交易量的百分之一百（100%）；以及（B）公司根据投资者通知视为发出的每份预付通知，投资者在该投资者通知中选定的金额，该金额不得超过SEPA第3.02节规定的限制，其中包括：（i）投资者及其关联方所持有的公司普通股股份不得超过公司当时流通投票权或普通股股份总数的百分之四点九九（4.99%）；（ii）公司根据SEPA向投资者发行及出售的股份数量不得超过SEPA项下交易的注册声明（如下所定义）生效的特定日期注册的金额；以及（iii）根据预付款预先支付款额发行的普通股数量（其中包括在其他预付款项下发行的普通股）不得超过SEPA生效日期时公司已发行的普通股总数的百分之十九点九（19.9%）（“交易上限”）。如果：（a）公司股东依照纳斯达克证券交易所适用规则批准发行超出交易上限的普通股；或（b）根据SEPA发行的全部普通股的平均售价等于或高于以下两者中的较低者（i）SEPA生效日期之前纳斯达克官方收盘价；或（ii）SEPA生效日期前五个交易日的纳斯达克官方收盘价。SEPA拟定投资者购买公司新发行普通股的总购买价格高达5000万美元。

Advance Shares的购买价格应为通过将市场价格（i）乘以96%得到的每股Advance Share价格，针对由公司提交具有Option 1定价期限的Advance Notice（此期限以纽约时间上午9:00提交Advance Notice并参考VWAP的交易日开始计算，或者在纽约时间上午9:00后提交时，以投资者确认收到时为准），价格为96%；针对具有Option 2定价期限的Advance Notice，价格为97%（此期限根据Advance Notice日期起计的连续三个交易日的最低日常VWAP确定）；或（iii）针对根据投资者通知提交的任何Advance Notice，价格等于转股价格（定义在本票据中）。

登记权协议

公司、Abpro和投资者还签署了一份注册权协议（“注册权协议”），日期为2024年10月30日，根据该协议，公司同意向证券交易委员会提交一份注册声明，覆盖注册权协议项下的可登记证券的转售，包括公司根据SEPA向投资者发行的普通股。SEPA、注册权协议、本票据以及与之相关的文件，共称为“融资协议” 。

对于融资协议的上述描述并不完整，完整内容请参阅附在本次有关最新报告的附件10.1、10.2和10.3的SEPA、注册权协议和本票据形式的全文，各项均已并入本报告。 8-K ，分别作为本报告的展示文件10.1、10.2和10.3附载，均已并入本报告。

在本次形式的现行报告中，Item 1.01中所列信息 8-K 已在此引用本次关于Form的当前报告项下的9.01项下披露的信息。

在本次形式的现行报告中，Item 1.01中所列信息 8-K 已在此引用本次关于Form的当前报告项下的9.01项下披露的信息。

在SEPA中，投资者对公司做出了诸多承诺，其中包括其是“认定投资者”（如《证券法》下501(a)规则》D条款下定义的那样）。本《当前报告表格》中涉及的证券。 8-K 根据证券法第4(a)(2)条的豁免规定，公司向投资者发行并销售证券。

代理人声明书/招股说明书补充

这些补充信息应与代理人声明书/招股说明书一并阅读。下述披露中的页面参考指的是代理人声明书/招股说明书中的页面，未在这里定义但在代理人声明书/招股说明书中定义的术语具有该声明书/招股说明书中规定的含义。在下述信息与代理人声明书/招股说明书中的信息有任何不同或冲突的情况下，以下信息应被视为替代代理人声明书/招股说明书中相应信息。并没有以任何方式承认以下披露具有重要性或法律要求性，ACAb提出以下修订和补充披露。

The following disclosure on page 37 is amended and restated as follows (new text in underline):

…Pursuant to the Subscription Agreements, ACAB agreed that, within 30 calendar days after the consummation of the Business Combination, ACAB will file with the SEC a registration statement registering the resale of the Subscriber Committed Shares (the “PIPE Resale Registration Statement”), and ACAB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof.

Yorkville Financing

On October 30, 2024, Abpro, ACAB and YA II PN, Ltd (“Yorkville”) entered into a Standby Equity Purchase Agreement (the “SEPA”). Under the SEPA, Yorkville would advance $3 million to the Post-Combination Company following the closing of the Business Combination, and an additional $2 million upon the later of (a) the effectiveness of a resale registration statement covering the sale of shares received by Yorkville under the SEPA and (b) shareholder approval of the issuance of shares to Yorkville under the SEPA, in exchange for a promissory note in connection with such advances (the “Yorkville Note”). Each advance would be made at an 8% original issue discount. The Yorkville Note is due and payable in cash after 12 months (subject to acceleration by amortization events specified in the Yorkville Note), or, at the election of Yorkville, at any time in whole or in part in shares at a price per share calculated in accordance with the Yorkville Note. The Yorkville Note may be redeemed by the Post-Combination Company at any time for cash at a 6% premium under certain conditions specified in the Yorkville Note. Upon repayment of the Yorkville Note, or, if there is an outstanding balance under the Yorkville Note and an amortization event occurs under the Yorkville Note, the Post-Combination Company may cause Yorkville to purchase up to $50,000,000 of the Post-Combination Company’s common stock at a price per share calculated in accordance with the SEPA.

For more information about the SEPA and the Yorkville Note, see the subsection entitled “Yorkville Financing” on page 291.

The following disclosure on page 108 is amended and restated as follows (new text in underline):

…The details of such purchases would be disclosed by ACAB in a Current Report on Form 8-K prior to the Special Meeting, and would be made in compliance with Rule 14e-5 under the Securities Exchange Act of 1934, relying on the Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022).

The issuance of the Post-Combination Company’s common stock in the Yorkville financing after the completion of the Business Combination could result in substantial dilution, which could materially affect the trading price of the Post-Combination Company’s common stock. 

ACAB and Abpro entered into the SEPA with Yorkville in October 2024. The SEPA grants the Post-Combination Company the right, but not the obligation, to require Yorkville to purchase, from time to time, following the consummation of the Business Combination, up to $50,000,000 of newly issued shares of the Post-Combination Company’s common stock. To the extent the Post-Combination Company exercises its right to sell such shares under the SEPA, the Post-Combination Company will need to issue new shares of the Post-Combination Company’s common stock to Yorkville. Although the Post-Combination Company cannot predict the number of shares of the Post-Combination Company’s common stock that would actually be issued in connection with any such sale, such issuances could result in substantial dilution and decreases to the Post-Combination Company’s stock price. In addition, under the terms of the SEPA, Yorkville will receive from the Post-Combination Company the number of shares of the Post-Combination Company’s common stock that would have a market value of $500,000 based on the average daily VWAP of Post-Combination Company’s common stock on the three trading days prior to the 20th trading day following the Closing. Yorkville will have the right to sell such shares, which it may choose to do at any price, and will be able to retain the proceeds of such sales.

The following disclosure on page 291 is amended and restated as follows (new text in underline):

…On August 22, 2024, ACAB and Celltrion entered into an Investor Rights Agreement (the “IRA”) in connection with the Celltrion Subscription Agreement, which, among other things, provides for the designation by Celltrion of a director nominee at the next annual meeting of the surviving company following the successful consummation of the Business Combination.

Yorkville Financing 

Standby Equity Purchase Agreement 

On October 30, 2024, Abpro, ACAB and Yorkville entered into the SEPA. Upon the closing of the Business Combination, the Post-Combination Company will have the right, provided there is no balance outstanding under any Yorkville Note or, if there is a balance outstanding under a Yorkville Note, with Yorkville’s prior written consent, or upon the occurrence of an Amortization Event (as defined in the Yorkville Note), to issue and sell to Yorkville, and Yorkville shall purchase from the Post-Combination Company, as Advances (as defined in the SEPA) 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 (as defined in the SEPA) shall be the price per Advance Share obtained by multiplying the Market Price (as defined in the SEPA) (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 (as defined in the Yorkville Note). VWAP means for purposes of the Yorkville financing, for any trading day, the daily volume weighted average price of the Post-Combination Company’s common stock for such trading day on the Nasdaq Stock Market LLC during regular trading hours as reported by Bloomberg L.P. During the commitment period and while any Yorkville Notes are outstanding, Yorkville may also deliver a written Investor Notice to the Post-Combination Company causing an Advance Notice to be deemed delivered to Yorkville.

As consideration for the SEPA, Yorkville will receive from the Post-Combination Company the number of shares of the Post-Combination Company’s common stock that would have a market value of $500,000 based on the average daily VWAP of Post-Combination Company’s common stock on the three trading days prior to the 20th trading day following the Closing. Yorkville shall be entitled to sell such shares at its sole discretion and retain one hundred percent (100%) of the sale proceeds of such shares.

The issuance of the common stock under the SEPA will be subject to certain limitations, including (a) the Ownership Limitation (as defined in the SEPA) that Yorkville may not purchase any common stock that would result in it owning more than 4.99% of the Post-Combination Company’s common stock at any given time and (b) the Exchange Cap (as defined in the SEPA) that the aggregate number of shares of common stock issued pursuant to Pre-Paid Advances and any other Advances cannot exceed 19.99% of the common stock of the Post-Combination Company outstanding as of the effective date of the SEPA. The Exchange Cap shall not be applicable if: (a) the Post-Combination Company’s stockholders have approved the issuance of common stock in excess of the Exchange Cap in accordance with the applicable rules of Nasdaq or (b) the average price of all sales of common stock under the SEPA equals or exceed the lower of (i) the Nasdaq official closing price immediately preceding the effective date of the SEPA; or (ii) the average Nasdaq official closing price for the five trading days immediately preceding the effective date.

Pre-Paid Advance 

In connection with the SEPA, and subject to the conditions set forth therein, including the closing of the Business Combination, Yorkville shall make a Pre-Paid Advance of up to $5 million as evidenced by the Yorkville Notes, which is being issued with an 8% original issue discount. Other than up to $500,000, the proceeds from the funding of the Pre-Paid Advance may not be used by the Post-Combination Company to make any payments in respect of related party transactions. Other than up to $2 million, the proceeds from the funding of the Pre-Paid Advance may not be used to pay transaction expenses related to the Business Combination.

The Yorkville Notes for the Pre-Paid Advance will be due 12 months from the date of issuance of the first Yorkville Note, and interest shall accrue on the outstanding balance of the Yorkville Notes at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Yorkville Notes. The Yorkville Notes shall be convertible by Yorkville into shares of common stock at the Conversion Price. The Conversion Amount of shares issuable upon conversion of any amount of principal being converted shall be determined by dividing (x) such Conversion Amount (as defined in the Yorkville Notes) by (y) the Conversion Price. The Conversion Price is the lower of (a) the Fixed Price of $11.50 (subject to downward adjustment to the average daily VWAP of Post-Combination Company’s common stock on the three trading days prior to the 20th trading day following a Closing in the event such price is lower than the Floor Price (as defined in the Yorkville Note)), or (b) the Variable Price of 94% of the lowest daily VWAP of the common stock on Nasdaq during the five consecutive trading days immediately prior to each date of conversion, but which Variable Price shall not be lower than the Floor Price then in effect. The Floor Price solely with respect to the Variable Price, means the lower of (i) 20% of the closing price per share on the day of issuance of the applicable Yorkville Note per share or (ii) 20% of the closing price on the trading day prior to the registration statement on Form S-1 (or Forms S-3, if eligible) with the SEC covering the resale of the common stock subject to the SEPA being declared effective by the SEC (as defined below), or as reduced in accordance with the terms of the Yorkville Notes. Notwithstanding the foregoing, the Post-Combination Company may reduce the Floor Price to any amounts set forth in a written notice to Yorkville, provided, that such Floor Price shall not be more than 75% of the Nasdaq closing price on the trading day prior to such reduction and such reduction shall be irrevocable and shall not be subject to increase thereafter.

The Post-Combination Company, at its option, shall have the right, but not the obligation, to undertake an Optional Redemption (as defined in the Yorkville Notes) and redeem early a portion or all amounts outstanding under the Yorkville Notes; provided that (i) the Post-Combination Company provides Yorkville with no less than five (5) trading days’ prior written notice of the redemption notice and (ii) on the date the redemption notice is issued, the VWAP of the Post-Combination Company’s common stock is less than the Fixed Price. Each redemption notice shall be irrevocable and shall specify the outstanding balance of the note to be redeemed and the redemption amount. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Post-Combination Company, plus the Redemption Premium (as defined in the Yorkville Note), plus all accrued and unpaid interest. After receipt of the Redemption Notice, Yorkville shall have five (5) trading days to elect to convert all or any portion of the Yorkville Note. On the sixth (6th) trading day after the Redemption Notice, the Post-Combination Company shall deliver to Yorkville the redemption amount with respect to the principal amount redeemed after giving effect to conversions effected during the five (5) trading day period.

Under the terms of the Yorkville Notes, an Amortization Event shall occur on the Amortization Date (as defined in the Yorkville Notes) if (i) as a Floor Price Event (as defined in the Yorkville Notes), the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days, (ii) as an Exchange Cap Event (as defined in the Yorkville Notes), if the Post-Combination Company has issued in excess of 99% of the Common Stock available under the Exchange Cap, or (iii) as a Registration Event (as defined in the Yorkville Notes), any time after the Effectiveness Deadline (as defined in the Registration Rights Agreement), Yorkville is unable to utilize a Registration Statement to resell Underlying Shares for a period of ten (10) consecutive Trading Days. If an Amortization Event occurs, then the Post-Combination Company will be obligated to make monthly payments of an amount equal to the sum of (i) the Amortization Principal Amount (as defined in the Yorkville Notes) of $1,250,000 of principal in the aggregate among all Yorkville Notes (or the outstanding principal if less than such amount), plus (ii) a payment premium of 5% in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date beginning on the 7th trading day after the Amortization Date and continuing on the same day of each successive calendar month to Yorkville pursuant to the terms of the Yorkville Notes. The obligation of the Post-Combination Company to make monthly prepayments shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Date (a) in the case of a Floor Price Event, the Post-Combination Company reduces the Floor Price to an amount that is permissible under the Yorkville Notes or the daily VWAP is greater than the Floor Price for a period of seven consecutive trading days, (b) in the case of an Exchange Cap Event, the date the Post-Combination Company has obtained stockholder approval to increase the number of shares of common stock under the Exchange Cap and/or the Exchange Cap no longer applies, or (c) in the case of a

Registration Event, the condition or event causing the Registration Event has been cured or Yorkville is able to resell the Company Shares issuable upon conversion of the Yorkville Notes without limitations in accordance with Rule 144 under the Securities Act, unless, in any of the foregoing cases, a subsequent Amortization Event occurs.

Yorkville Registration Rights Agreement 

In connection with the execution of the SEPA, ACAB and Abpro entered into the Yorkville Registration Rights Agreement with Yorkville on October 30, 2024, pursuant to which the Post-Combination Company agrees to file within 30 calendar days of the date of the Closing, a registration statement on Form S-1 (or Forms S-3, if eligible) with the SEC covering the resale of the common stock subject to the SEPA requested to be included in the Resale Registration Statement, and the Post-Combination Company shall use its best efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but in no event later than (a) the 60th calendar day following the filing of the Resale Registration Statement or (b), the fifth business day following the date on which the Post-Combination Company is notified by the SEC that the Resale Registration Statement will not be or is no longer subject to further review and comments.

Important Information and Where to Find It

In connection with the Business Combination and the transactions contemplated thereby (the “Proposed Transactions”), ACAB has filed a Registration Statement on Form S-4, as amended, with the Securities and Exchange Commission (the “SEC”), which includes the Proxy Statement distributed to holders of ACAB’s common stock in connection with ACAB’s solicitation of proxies for the vote by ACAB’s stockholders with respect to the Proposed Transactions and other matters as described in the Registration Statement and a prospectus relating to the offer of the securities to be issued to stockholders in connection with the Proposed Transactions. ACAB has mailed a definitive proxy statement/prospectus to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about ACAB, Abpro and the Proposed Transactions. When available, investors and security holders may obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by ACAB through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Atlantic Coastal Acquisition Corp. II, 6 St Johns Lane, Floor 5 New York, NY 10013.

Participants in the Solicitation

ACAB and Abpro and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Transactions. Information about the directors and executive officers of ACAB is set forth in its Annual Report on Form 10-K for the fiscal year ended December 30, 2023 and the Registration Statement. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Registration Statement and other relevant materials filed, or to be filed, with the SEC regarding the Proposed Transactions. Stockholders, potential investors and other interested persons should read the Registration Statement carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or similar expressions. that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, ACAB’s ability to enter into definitive agreements or consummate a transaction with Abpro; ACAB’s ability to obtain the financing necessary consummate the Proposed Transactions; and the expected timing of completion of the Proposed Transactions. These statements are based on various assumptions and on the current expectations of ACAB’s and Abpro’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ACAB and Abpro. These forward looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the outcome of judicial proceedings to which Abpro is, or may become a party; the inability of the parties to enter into definitive agreements or successfully or timely consummate the Proposed Transactions or to satisfy the other conditions to the closing of the Proposed Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company; the risk that the approval of the stockholders of ACAB for the Proposed Transactions is not obtained; failure to realize the anticipated benefits of the Proposed Transactions, including as a result of a delay in consummating the Proposed Transaction or difficulty in, or costs associated with, integrating the businesses of ACAB and Abpro; the amount of redemption requests made by ACAB’s stockholders; the occurrence of events that may give rise to a right of one or both of ACAB and Abpro to terminate the Business Combination Agreement; risks related to the rollout of Abpro’s business and the timing of expected business milestones; the effects of competition on Abpro’s future business; and those factors discussed in ACAB’s Registration Statement on Form S-1 filed with the SEC on January 18, 2022, Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 and the Registration Statement under the heading “Risk Factors,” and other documents of ACAB filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither ACAB nor Abpro presently know or that ACAB and Abpro currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect ACAB’s and Abpro’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. ACAB and Abpro anticipate that subsequent events and developments will cause their assessments to change. However, while ACAB and Abpro may elect to update these forward-looking statements at some point in the future, ACAB and Abpro specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing ACAB’s or Abpro’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither ACAB nor Abpro gives any assurance that either ACAB or Abpro, or the combined company, will achieve its objectives.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.