美国

证券交易委员会

华盛顿，特区。20549

表格8-K

当前报告

根据证券法第13或15（d）条款

证券交易所法1934年

报告日期（报告中最早事件的日期）： 2024年11月12日

Abpro 控股有限公司。

（公司章程中指定的准确公司名称）

1-800-396-5890

根据交易所法规（17 CFR 240.14a-12）第14a-12规定的招股材料

大西洋 沿海收购公司二

6 圣约翰巷, 5楼

纽约, 纽约 10013

(如自上次报告以来地址或名称有变化，填上旧称或旧地址)

如果8-K表单的适用于以下任何规定，勾选下面的适当方框:

根据法案第12(b)节注册的证券:

在勾选标记旁边注明发行人是否是根据1933年证券法规则405条（本章节的§230.405）或1934年证券交易法规则12亿.2条（本章节§2401.2亿.2）定义的新兴成长公司

新兴 成长型公司 ☒

如果是新兴成长公司，请勾选，如果注册人已选择不使用根据交易所法案第13(a)条提供的任何新的或修改的财务会计准则的延长过渡期，请勾选。 ☐

介绍性的注释

在2024年11月13日，亚特兰大沿海收购 corp. II（“ACAB”）完成了一系列交易，导致了（“业务合并”）ACAb与Abpro Corporation的合并，后者是一家特拉华州公司（“Abpro Corporation”），根据之前公布的业务合并协议，该协议于2023年12月11日签署，2024年9月4日进行了修订（“BCA）， 由ACAb、Abpro合并子公司Corp.（一家特拉华州公司，ACAb的全资子公司）及合并子公司以及Abpro公司，在2024年11月7日举行的ACAb股东特别会议上获得批准后（“）在特别会议上，我们公司的股东对2项提案进行了投票。特别会议开始时，代理人出席了21,403,417股A类普通股（以下简称“A类股票”），占据A类普通股的60.77%的流通股和表决权，并出席了23,111,340股B类普通股（以下简称“B类股票”），占据B类普通股的100%的流通股和表决权。因此，持有表决权的一大部分股权在会议上进行了投票，并且我们已经达到了业务交易的法定齐全性。）在2024年11月12日，根据BCA，并如公司最终招股说明书中更详细描述的内容， 以及已经提交给美国证券交易委员会（“美国证券交易委员会（"SEC"））的定稿代理声明，在2024年10月18日（“代理声明/招股说明书合并子公司与Abpro Corporation合并，Abpro Corporation作为ACAb的全资子公司存续，ACAb更名为Abpro Holdings, Inc.（“新Abpro作为业务组合的对价，新Abpro向Abpro Corporation的股东发行或预留了大约50,000,000股新Abpro普通股，面值为每股$0.0001（“普通股”，其中包括向Abpro Corporation股东发行的39,123,200股普通股，以及为与某些Abpro Corporation的滚动RSU和期权相关的发行预留的10,872,400股普通股（统称为“合并考虑”）。此外，新Abpro向PIPE投资者发行了总计3,367,401股普通股（如下文所述）、向与交易完成相关的供应商发行了总计1,282,852股普通股，以及向Atlantic Coastal Acquisition Management II LLC（Sponsor”) 放弃并且新Abpro取消了966,442股普通股。

除非本文另有定义，否则本8-K表格当前报告中使用的专有名词与代理声明/招股说明书中明确的含义相同。

与业务合并的同时，New Abpro还完成了一系列之前披露的定向增发，向PIPE投资者发行了1,122,467股普通股和2,244,934股普通股激励股，在私募中筹集了700万美元的资金PIPE Offering，以及取消了约422万美元的债务。

在 与特别会议有关的情况下，持有330,276股ACAB系列A普通股的ACAb股东（“公开股份”）（在考虑赎回取消请求后）行使了他们的权利，按比例 从ACAB的信托账户（“信托账户”）中赎回他们的股份。在交易完成之前（如下面定义），大约$3,752,627（约每股公共股$11.36）从信托账户中移除，以支付给这些持有者。

项目 1.01. 签署重大确定性协议。 

如先前披露，在2024年5月2日，感知和BGHL签订了某一修订和重订的业务组合协议（“修订协议”），以重新构建交易，如下所示：（i） 感知应成立一个全资子公司（“

根据""部分披露提案1—业务组合提案ACAb根据2023年12月11日签订并修改的BCA与Merger Sub和Abpro Corporation之间的协议，如代理声明/招股说明书所述。

因此， Merger Sub，ACAb的全资子公司，与Abpro Corporation进行了合并，合并后Abpro Corporation作为ACAb的全资子公司存续，并且ACAb更名为Abpro Holdings, Inc.

本当前报告的项目 2.01 部分讨论了业务合并的完成及《BCA》所设想的事件，这些事件已于 2024年11月13日完成（“收盘）并已纳入本文参考。

封闭期协议

在 或约2024年11月12日，ACAb签订了锁定协议（以下称为“锁定协议）），该协议由ACAb与 Abpro Corporation的某些股东（以下称为“指实现业务合并协议后的公司股东和执行董事）签订，其中，除其他事项外，每个公司持有者同意在锁定期间（定义如下）内，不得借出、提供、抵押、设定负担、捐赠、转让、卖出、订立卖出合约、销售任何期权或购买合约、购买期权或卖出合约、授予任何期权、权利或认股权证，或以其他方式直接或间接转让或处置与业务结合相关的任何股份或滚存的RSUs及期权（以下称为“锁定股份），进行任何交换或其他安排，将该等股份的所有或部分经济后果的所有权转移给他人，或公开披露进行上述任何行为的意图，不论此类交易是否通过交付任何该等股份或其他证券、现金或其他方式结算，仅限于有限例外。本文所用的“锁仓期限「 」是指从结束日期开始的期间，结束于以下较早者：(i) 结束后的十二个月，及(ii) 在结束后，New Abpro 与无关联的第三方完成清算、合并、股份交换或其他类似交易的日期，该交易使所有 New Abpro 的股东有权将其 New Abpro 普通股兑换为现金、证券或其他财产。

The foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form of the Lock-Up Agreement, a copy of which is included as Exhibit 10.7 hereto, and the terms of which are incorporated by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets. 

The disclosure set forth in the “Introductory Note” and “Business Combination Agreement” above is incorporated into this Item 2.01 by reference.

Pursuant to the terms of the BCA, the Merger Consideration was approximately $500 million. The Merger Consideration consisted of an aggregate of approximately 50,000,000 shares of Common Stock of New Abpro, consisting of 39,123,200 shares of Common Stock issued to Abpro Corporation shareholders, and 10,872,400 shares of Common Stock reserved for issuance in connection with certain Abpro Corporation rollover RSUs and stock options. In connection with the Special Meeting, holders of 330,276 ACAB Public Shares sold in its initial public offering exercised their right to redeem those shares for cash prior to the redemption deadline of November 5, 2024 (and did not subsequently reverse the redemption election), at a price of $11.36 per share, for an aggregate payment from ACAB’s Trust Account of approximately $3,752,627. On or about November 14, 2024, ACAB’s units ceased trading, and New Abpro’s Common Stock began trading on the Nasdaq Global Market under the symbol “ABP” and New Abpro’s warrants began trading on the Nasdaq Capital Market under the symbol “ABPWW.”

After taking into account the aggregate payment in respect of the redemptions, ACAB’s Trust Account had a balance immediately prior to the Closing of approximately $2,381,084. Such balance in the Trust Account, together with approximately $7.0 million in proceeds from the PIPE Offering, were used to pay transaction expenses and other liabilities of ACAB and Abpro Corporation.

In connection with the Closing, one share of Series B common stock of ACAB held by the Sponsor was automatically exchanged for one share of Common Stock.

Simultaneous with the closing of the Business Combination, as discussed in the Introductory Note above, New Abpro also completed its previously announced private investment in public equity, issuing 1,122,467 shares of Common Stock and 2,244,934 incentive shares of Common Stock in the PIPE Offering, which raised $7.0 million in net proceeds. Additionally, New Abpro issued 350,000 shares of Common Stock to Pillsbury Winthrop Shaw Pittman LLC in consideration for legal services provided to ACAB, 600,000 shares of Common Stock to Cantor Fitzgerald & Co. in satisfaction of Cantor’s deferred underwriting fee from ACAB’s initial public offering, 100,000 shares of Common Stock to Roth Capital Partners, LLC for advisory services and 32,852 shares of Common Stock to Brookline Capital, in partial satisfaction of financial advisory fees (collectively, the “Vendor Shares”). Finally, in accordance with the Abpro Holdings, Inc. 2024 Equity Incentive Plan (the “New Abpro Incentive Plan”), New Abpro has reserved 6,240,773 shares of Common Stock for issuance pursuant to the New Abpro Incentive Plan.

Further, New Abpro issued 600,601 shares of Common Stock to the Sponsor in satisfaction of a working capital note issued to ACAB, and 600,000 shares of Common Stock to Ian Chan, Abpro Corporation and New Abpro’s Chief Executive Officer, in satisfaction of an approximately $2.0 million promissory note of Abpro Corporation. Pursuant to the terms of the Ian Chan promissory note, Abpro Corporation agreed cause to be issued to Ian Chan a number of New Abpro stock options or warrants in an amount equal to the outstanding principal amount of such promissory note, subject to required approval by the New Abpro Board of Directors and Compensation Committee and registration of such securities on Form S-8.

After taking into account the aggregate payment in respect of the redemption, ACAB’s trust account had a balance immediately prior to the Closing of approximately $2.38 million. Such balance in the trust account, together with approximately $7.0 million in proceeds from the PIPE Offering, were used to pay transaction expenses and other liabilities of ACAB and Abpro Corporation of approximately $7.12 million, with the remainder being deposited with Abpro Corporation along with the approximately $2.8 million in proceeds from the Yorkville Note (defined below).

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as ACAB was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New Abpro is providing the information below that would be included in a Form 10 if New Abpro were to file a Form 10. Please note that the information provided below relates to New Abpro as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

The information in this Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; New Abpro’s ability to raise additional capital; the outcome of judicial proceedings to which Abpro Corporation or New Abpro is, or may become a party; failure to realize the anticipated benefits of the Business Combination, including difficulty in, or costs associated with, integrating the businesses of ACAB and Abpro Corporation; risks related to the rollout of New Abpro’s business and the timing of expected business milestones; the effects of competition on New 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, June 30, 2024 and September 30, 2024 and the Proxy Statement/Prospectus under the heading “Risk Factors,” and other documents of ACAB or New Abpro filed, or to be filed, with the SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Proxy Statement/Prospectus and other documents to be filed by New Abpro from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while New Abpro may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. New Abpro does not give any assurance that New Abpro will achieve its expectations.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about New Abpro or the date of such information in the case of information from persons other than New Abpro, and New Abpro disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report on Form 8-K, except as required by law. Forecasts and estimates regarding New Abpro’s industry and end markets are based on sources New Abpro believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Business

The business of New Abpro is described in the Proxy Statement/Prospectus in the section titled “Information About Abpro” and that information is incorporated herein by reference.

Risk Factors

The risks associated with New Abpro are described in the Proxy Statement/Prospectus in the section titled “Risk Factors,” which is incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of Abpro Corporation. In addition, the financial information of ACAB contained in its Quarterly Report on Form 10-Q for the period ended September 30, 2024, which was filed with the SEC on November 25, 2024, is incorporated herein by reference. In addition, the Unaudited Pro Forma Condensed Combined Financial Information, financial statements for Abpro Corporation, and Management’s Discussion and Analysis of Financial Condition and Results of Operation for Abpro Corporation, for the period ended September 30, 2024, are included as Exhibits 99.1, 99.2, and 99.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The disclosure contained under the heading “ACAB Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Abpro Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Proxy Statement/Prospectus is incorporated herein by reference. ACAB’s Management’s Discussion and Analysis of Financial Condition and Results of Operation for the period ended September 30, 2024 is contained in its Quarterly Report on Form 10-Q for the period ended September 30, 2024, which was filed with the SEC on November 25, 2024, and is incorporated by reference herein. In addition, Abpro Corporation’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended September 30, 2024, is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of New Abpro stockholders upon the completion of the Business Combination by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of Common Stock in the table below is presented as of November 13, 2024, and is based on 50,535,272 shares Common Stock issued and outstanding as of November 13, 2024, including 39,123,200 shares of Common Stock issued to the former shareholders of Abpro Corporation in the Business Combination as Merger Consideration, an aggregate of 3,367,401 shares of Common Stock issued in connection with the PIPE offering, 1,282,852 shares of New Abpro Common Stock issued to the underwriters and vendors in connection with the Business Combination Closing, an aggregate of 1,200,601 shares issued in satisfaction of certain debt obligations of ACAB and Abpro Corporation, and reflects the valid redemption of 330,276 Public Shares. The issued and outstanding shares of Common Stock does not include 983,333 shares of Common Stock transferred by Sponsor to Abpro Corporation at closing and held as treasury stock, 10,872,400 shares that made up the Merger Consideration and are reserved for future issuance pursuant to rollover RSUs and options of Abpro Corporation and 6,240,773 shares of Common Stock reserved for future issuance under the New Abpro Equity Incentive Plan. The below table excludes the Common Stock underlying the warrants and private warrants, because these securities are not exercisable until registered, which may or may not occur within sixty (60) days.

Unless otherwise indicated, New Abpro believes that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is 68 Cummings Park Drive, Woburn, MA 01801.

Directors and Executive Officers

New Abpro’s directors and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management and Board of the Post-Combination Company Following the Business Combination,” which is incorporated herein by reference.

Executive Compensation

The compensation of the named executive officers of ACAB before the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Management of ACAB—Executive Compensation,” which is incorporated herein by reference.

The information set forth in this Current Report on Form 8-K under Item 5.02 is incorporated in this Item 2.01 by reference.

At the Special Meeting, ACAB’s shareholders approved the New Abpro Incentive Plan. A description of the material terms of the New Abpro Incentive Plan is set forth in the section of the Proxy Statement/Prospectus titled “Proposal No. 8 – The Incentive Plan Proposal,” which is incorporated herein by reference. This summary is qualified in its entirety by reference to the complete text of the New Abpro Incentive Plan, a copy of which is attached as Exhibit 10.9 to this Current Report on Form 8-K.

Certain Relationships and Related Transactions, and Director Independence

The certain relationships and related party transactions of ACAB and Abpro Corporation are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions” and are incorporated herein by reference.

The previously disclosed Promissory Note to Shahraab Ahmad, dated August 16, 2024, providing for the payment of $206,000, including $103,000 principal on the Closing Date, was cancelled and replaced with a promissory note to ACAB providing for the payment of $103,000 principal on the Closing Date.

Reference is made to the disclosure regarding director independence in the section of the Proxy Statement/Prospectus titled “Management and Board of the Post-Combination Company Following the Business Combination,” which is incorporated herein by reference.

The information set forth under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers—Employment Agreements” of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business.

Reference is made to the disclosure in the section of the Proxy Statement/Prospectus titled “Information about Abpro—Legal Proceedings,” which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

On November 14, 2024, New Abpro’s shares of Common Stock began trading on the Nasdaq Global Market under the symbol “ABP” and New Abpro’s public warrants began trading on the Nasdaq Capital Market under the symbol “ABPWW.” ACAB has not paid any cash dividends on its common stock to date. The payment of cash dividends by New Abpro in the future will be dependent upon New Abpro’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the board of directors of New Abpro. New Abpro does not currently have plans to issue cash dividends.

Information regarding New Abpro’s Common Stock, rights and related shareholder matters are described in the Proxy Statement/Prospectus in the section titled “Description of Capital Stock of the Post-Combination Company” and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 and Item 2.01 of this Current Report on Form 8-K concerning the issuance of ACAB’s and New Abpro’s common stock in connection with the Business Combination and the PIPE Offering, which is incorporated herein by reference. In connection with the PIPE Offering, the PIPE investors were issued an aggregate of 3,367,401 shares of Common Stock. In connection with the Business Combination, on November 13, 2024, New Abpro issued (i) 350,000 shares of Common Stock to Pillsbury Winthrop Shaw Pittman LLC for legal services; (ii) 600,000 shares of Common Stock to Cantor Fitzgerald & Co., (iii) 100,000 shares of Common Stock to Roth Capital Partners, LLC for advisory services, and (iv) 32,852 shares to Brookline Capital, in partial satisfaction of financial advisory fees. Finally, on November 13, 2024, New Abpro issued 600,000 shares of Common Stock to Ian Chan, its CEO, and 600,601 shares of Common Stock to the Sponsor, each in satisfaction of outstanding promissory notes of ACAB or Abpro Corporation. Each of these issuances were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, and the rules and regulations thereunder (the “Act”) as promulgated by the SEC under the Act.

Description of Registrant’s Securities to be Registered

The description of New Abpro’s securities is contained in the Proxy Statement/Prospectus in the sections titled “Description of Capital Stock of the Post-Combination Company.”

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth in New Abpro’s Form 10-Q for the period ended September 30, 2024, as filed with the SEC on November 25, 2024 concerning the financial information of ACAB, and Item 9.01 of this Current Report on Form 8-K concerning the financial information of Abpro Corporation, Management’s Discussion and Analysis of Financial Condition and Results of Operations for Abpro Corporation, and the Unaudited Pro Forma Condensed Consolidated Combined Financial Information. Reference is further made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information,” “ACAB Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Abpro Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 14, 2024, pursuant to the previously disclosed Standby Equity Purchase Agreement (“SEPA”) dated October 30, 2024 with YA II PN, LTD (“Yorkville”)., New Abpro entered into a Convertible Promissory Note (“Yorkville Note”) for $3,000,000, and received net proceeds of $2,755,000. The Yorkville Note has a maturity of November 13, 2025, incurs interest at a rate of 0% (or 18% upon the occurrence of an uncured Event of Default), and is redeemable at the option of New Abpro if the VWAP of New Abpro’s Common Stock is less than $11.50. Holder has a right to convert any portion of the Yorkville Note at any time at a conversion price equal to the lower of $11.50, 94% of the daily VWAP during the previous 5 consecutive trading days, which may be adjusted downward upon payment of stock dividend, stock split or reclassification, or if New Abpro issues Common Stock for no consideration or at a price lower than the then-effective Fixed Price (as defined in the Yorkville Note). The foregoing description of the Yorkville Note does not purport to be complete and is qualified in its entirety by the full text of the Yorkville Note, which is attached to this Current Report on Form 8-K as Exhibit 10.30, and is incorporated herein by reference.

The previously disclosed Promissory Note to Shahraab Ahmad, dated August 16, 2024, providing for the payment of $206,000, including $103,000 principal on the Closing Date, was cancelled and replaced with a promissory note to ACAB providing for the payment of $103,000 principal on the Closing Date.

Item 3.02. Unregistered Sales of Equity Securities.

PIPE Investment, Vendor Shares and Debt to Equity Rollover

The information set forth in this Current Report on Form 8-K under the caption “Form 10 Information—Recent Sales of Unregistered Securities” is incorporated herein by reference.

Initial Public Offering

On October 25, 2021, ACAB issued 7,187,500 shares of its Series B common stock, to its Sponsor for $25,000 in cash, at a purchase price of approximately $0.0035 per share (or $0.0033 per share, after giving effect to a 1.044-for-1 stock split on January 13, 2022), in connection with ACAB’s formation. Such shares were issued in connection with ACAB’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On January 13, 2022, ACAB effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 founder shares outstanding and held by ACAB’s initial stockholders. On January 18, 2022, the underwriters partially exercised their over-allotment option and the remaining unexercised portion of over-allotment option were forfeited, an aggregate of 3,750 founder shares were forfeited, resulting in an aggregate of 7,500,000 founder shares outstanding held by ACAB’s initial stockholders.

On January 19, 2022, ACAB consummated its initial public offering of 30,000,000 units. Each unit consists of one share of ACAB’s Series A common stock and one-half of a redeemable warrant, with each warrant entitling the holder thereof to purchase one share of Series A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds of $300,000,000. Cantor Fitzgerald & Co. acted as sole book-running manager. The securities sold in the initial public offering were registered under the Securities Act on a Registration Statement on Form S-1 (No. 333-261459), which was declared effective by the SEC on January 13, 2022.

Simultaneously with the closing of ACAB’s initial public offering, it consummated a private placement of 13,850,000 private placement warrants, at a price of $1.00 per private placement warrant, to Sponsor, generating gross proceeds of $13,850,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Item 3.03. Material Modification to Rights of Security Holders.

The shareholders of ACAB approved the proposed second amended and restated certificate of incorporation of New Abpro (the “Amended and Restated Certificate of Incorporation”) at the Special Meeting. In connection with the Closing, ACAB adopted the Amended and Restated Certificate of Incorporation effective as of November 12, 2024. Reference is made to the disclosure described in the Proxy Statement/Prospectus in the sections titled “Proposal No. 1 – The Business Combination Proposal,” “Proposal No. 2 – The NTA Proposal,” “Proposal No. 3 – The Charter Approval Proposal,” and “Proposal No. 4 – The Governance Proposal,” which is incorporated herein by reference.

The full text of the Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.1 to this Current Report on Form 8-K, is incorporated herein by reference.

Effective November 12, 2024, the board of directors of ACAB also adopted the Amended and Restated Bylaws of New Abpro, the full text of which is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Proposed No. 1 – The Business Combination Proposal,” which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

As of the Closing: public shareholders own approximately 0.42% of the outstanding Common Stock; the Sponsor and its affiliates own approximately 6.89% of the outstanding Common Stock; other initial stockholders of ACAB and their transferees own approximately 2.23% of the outstanding Common Stock; Abpro Corporation’s former shareholders (other than the PIPE investors) collectively own approximately 51.58% of the Common Stock; the PIPE Investors collectively own approximately 35.63% of the outstanding New Abpro Common Stock (including shares received as Merger Consideration, transfers from the Sponsor in connection with the closing of the Business Combination, and shares received in satisfaction of outstanding promissory notes); and vendors and the underwriters of ACAB’s initial public offering own approximately 3.25% of the outstanding Common Stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors and Appointment of Officers

The following persons began serving as executive officers and directors following the Closing. For information concerning the executive officers and directors, see the disclosure in the Proxy Statement/Prospectus in the sections titled “Information about ACAB,” “Management and Board of the Post-Combination Company Following the Business Combination” and “Certain Relationships and Related Party Transactions,” which are incorporated herein by reference.

Each director will hold office until his or her term expires at the next annual meeting of shareholders for such director’s class or until his or her death, resignation, removal or the earlier termination of his or her term of office.

New Abpro Incentive Plan

At the Special Meeting, ACAB shareholders approved the New Abpro Incentive Plan and reserved an amount of New Abpro Common Stock equal to 10% of the number of shares of Common Stock of New Abpro following the Business Combination for issuance thereunder. The New Abpro Incentive Plan was approved by the ACAB board of directors on November 11, 2024. The New Abpro Incentive Plan became effective immediately upon the Closing of the Business Combination, and New Abpro has reserved 6,240,773 shares of Common Stock for issuance thereunder.

A more complete summary of the terms of the New Abpro Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “Proposal No. 8 – The Incentive Plan Proposal.” That summary and the foregoing description are qualified in their entirety by reference to the text of the New Abpro Incentive Plan, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, ACAB ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Proposal No. 1 – The Business Combination Proposal,” which is incorporated herein by reference. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.06.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus beginning on page F-1, which are incorporated herein by reference, and the unaudited financial statements of ACAB and Abpro Corporation as of and for the nine months ended September 30, 2024, together with the notes thereto, are set forth in the Form 10-Q filed by New Abpro on November 25, 2024 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2024 is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(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.

Dated: November 25, 2024