Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2024

ABPRO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41224

87-1013956

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

68 Cummings Park Drive

Woburn, MA

01801

(Address of principal executive offices)

(Zip Code)

1-800-396-5890

(Registrant’s telephone number, including area code)

Atlantic Coastal Acquisition Corp. II

6 St Johns Lane, Floor 5

New York, NY 10013

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Shares of Series A common stock, par value $0.0001 per share	ABP	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50	ABPWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure.

On November 13, 2024, Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II) (the “Company”) issued a press release attached as Exhibit 99.1 announcing the closing of the previously announced Business Combination between Atlantic Coastal Acquisition Corp. II and Abpro Corporation. The Company expects that its common stock will begin to trade on The Nasdaq Global Market under the symbol “ABP” and its public warrants will begin to trade on The Nasdaq Capital Market under the symbol “ABPWW”, on or about November 13, 2024.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release dated November 13, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


ABPRO HOLDINGS, INC.

By:		/s/ Ian Chan
Name:		Ian Chan
Title:		Chief Executive Officer

Dated: November 13, 2024

Exhibit 99.1

Abpro Announces Closing of Business Combination with Atlantic Coastal Acquisition Corp. II

•

Abpro Expected to Begin Trading on Nasdaq on Wednesday, November 13, 2024 Under the Tickers “ABP” and “ABPWW”

November 13, 2024 — WOBURN, MA & NEW YORK, NY—Abpro Corporation, a biotechnology company with the mission of improving the lives of those facing severe and life-threatening diseases with next-generation antibody therapies, and Atlantic Coastal Acquisition Corp. II, a special purpose acquisition company (“Atlantic Coastal”), today announced the completion of the closing of their previously announced business combination, which was approved by Atlantic Coastal’s stockholders on November 7, 2024. The combined company will operate as Abpro Holdings, Inc. (“Abpro Holdings”) with Abpro Corporation as a wholly-owned subsidiary of Abpro Holdings (collectively, “Abpro”). Abpro Holdings’ common stock is expected to begin trading on The Nasdaq Global Market under the ticker symbol “ABP” and its warrants are expected to begin trading on The Nasdaq Capital Market under the ticker symbol “ABPWW” on Thursday, November 14, 2024.

Abpro is currently in the developmental phase of its next-generation antibody therapies, focusing on HER2+ cancer treatments, including breast, gastric and colorectal cancers, in addition to treatments for Wet AMD/DME and COVID-19. These antibodies are developed using Abpro’s proprietary DiversImmune^® platform. Abpro has partnered with Celltrion, which is a leading South Korean pharmaceutical company, in an exclusive collaboration to further advance ABP 102, a t-cell engager, which is being developed for the treatment of HER2+ breast, gastric and pancreatic cancer. In connection with the business combination, Celltrion purchased $5,000,000 of Abpro common stock in a PIPE transaction, and Soo Young Lee of Celltrion joined Abpro’s board of directors.

Brookline Capital Markets, a Division of Arcadia Securities, LLC, acted as a financial advisor to Abpro Corporation and placement agent to Atlantic Coastal. Pillsbury Winthrop Shaw Pittman LLP acted as legal counsel to Atlantic Coastal, and Nelson Mullins Riley & Scarborough LLP acted as legal counsel to Abpro.

About Abpro

Abpro is a biotechnology company located in Woburn, Massachusetts. The company’s mission is to improve the lives of mankind facing severe and life-threatening diseases with next-generation antibody therapies. For more information, please visit www.abpro.com.

Contacts

Abpro Investor Relations

ir@apbro.com

Document and Entity Information	Nov. 13, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 13, 2024
Entity Registrant Name	ABPRO HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-41224
Entity Tax Identification Number	87-1013956
Entity Address Address Line 1	68 Cummings Park Drive
Entity Address City Or Town	Woburn
Entity Address State Or Province	MA
Entity Address Postal Zip Code	01801
Country Region	1
City Area Code	800
Local Phone Number	396-5890
Entity Information Former Legal Or Registered Name	Atlantic Coastal Acquisition Corp. II
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001893219
Former Address [Member]
Document Information [Line Items]
Entity Address Address Line 1	6 St Johns Lane
Entity Address Address Line 2	Floor 5
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10013
Shares of Series A common stock, par value $0.0001 per share [Member]
Document Information [Line Items]
Security 12b Title	Shares of Series A common stock, par value $0.0001 per share
Trading Symbol	ABP
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Security 12b Title	Warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50
Trading Symbol	ABPWW
Security Exchange Name	NASDAQ