Abpro Holdings Inc美股招股说明书(2025-02-12版)

Abpro Holdings, Inc. Primary Offering ofUp to 28,850,000 shares of Common Stock Upon the Exercise of Warrants Secondary Offering ofUp to 31,935,312 shares of Common StockUp to 13,850,000 Warrants This prospectus relates to the primary issuance by us of up to an aggregate of 28,850,000 shares ofCommon Stock, par value $0.0001 per share (the “Common Stock”), of Abpro Holdings, Inc. (the “Company” or“New Abpro”), which consists of (i) up to 15,000,000 shares of Common Stock issuable upon the exercise of15,000,000 warrants, at an exercise price of $11.50 per share (the “Public Warrants”) originally issued in the initialpublic offering of Atlantic Coastal Acquisition Corp. II (“ACAB”) and (ii) up to an aggregate of 13,850,000 sharesof Common Stock issuable upon the exercise of 13,850,000 warrants, at an exercise price of $11.50 per share (the“Placement Warrants”, and together with the Public Warrants, the “Warrants”) that made up part of the privateunits originally issued in a private placement in connection with ACAB’s initial public offering (the “ACAB IPO”).We will receive the proceeds from any exercise of the Warrants for cash. This prospectus also relates to the offer and resale from time to time, upon the expiration of lock-upagreements, if applicable, by: (a) the selling shareholders named in this prospectus (including their permittedtransferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Shareholders”) of up to anaggregate of 31,935,312 shares of Common Stock, consisting of (i) an aggregate of 1,122,467 shares of CommonStock, issued in a private investment in public equity (the “PIPE Offering”) to certain investors (the “PIPEInvestors”)pursuant to the terms of individual subscription agreements,in connection with the BusinessCombination (as defined below) at $10.00 per share, (ii) an aggregate of 2,244,934 shares of Common Stock issuedto the PIPE Investors as incentive shares for participating in the PIPE Offering for no additional consideration (the“Incentive Shares”), (iii) 350,000 shares of Common Stock issued to Pillsbury Winthrop Shaw Pittman LLC inconsideration for legal services provided to ACAB issued at a value of $10.00 per share, (iv) 600,000 shares ofCommon Stock issued to Cantor Fitzgerald & Co. (“Cantor”) in satisfaction of Cantor’s deferred underwriting feefrom the ACAB IPO at a value of $10.00 per share, (v) an aggregate of 250,000 shares of Common Stock issued toRoth Capital Partners, LLC for advisory services at a value of $4.00 per share, (vi) 32,852 shares of Common Stockissued to Brookline Capital, in partial satisfaction of financial advisory fees at a value of $10.00 per share, (vii)360,000 shares of Common Stock issued to Polar Multi-Strategy Master Fund at a value of $10.00 per share insatisfaction of an outstanding loan, (viii) 200,000 shares to Cohen & Company Capital Markets, a division of J.V.B.Financial Group, LLC (“Cohen”) for advisory services at a value of $10.00 per share, (the shares described in parts(iii)-(viii) collectively, the “Vendor Shares”), (ix) 600,601 shares of Common Stock issued to Atlantic CoastalAcquisition Management II LLC, a Delaware limited liability company (the “Sponsor”), in satisfaction of a workingcapital note issued to ACAB for aggregate consideration of approximately $2.0 million, or approximately $3.33 pershare (the “Additional Sponsor Shares”), (x) 600,000 shares of Common Stock issued to Ian Chan, New Abpro’sChief Executive Officer, in satisfaction of an approximately $2.0 million promissory note of Abpro Corporation, aDelaware corporation (“Abpro Corporation”), at a value of $3.33 per share, (xi) an aggregate of 5,973,558 sharesof Common Stock that were originally issued as ACAB’s Series B common stock that were subsequently convertedinto ACAB’s Series A common stock on April 18, 2023 (the “Founder Shares”), consisting of (A) 5,673,558shares of Common Stock originally issued to the Sponsor at a value of $0.0035 per share, comprised of (w) 983,333shares of which were transferred to Abpro Bio International, Inc. (“Abpro Bio”) in connection with Closing (asdefined below), (x) 983,333 shares of which were transferred to Abpro Corporation’s designees in connection withClosing, (y) 825,225 shares of which were transferred to ACAB’s designees in connection with Closing, and (z)2,881,667 shares retained by the Sponsor, (B) 50,000 shares of Common Stock issued to Apeiron Investment GroupLtd. at a value of $7.25 per share, and (C) 250,000 shares of Common Stock transferred from the Sponsor to former directors of ACAB for no additional consideration on October 25, 2021, (xii) an aggregate of 9,498,900 shares ofCommon Stock issued as Merger Consideration (defined below) to officers and directors of the Company at a valueof $10.00 per share, (xiii) up to 10,102,000 shares of Common Stock issuable pursuant to the Standby EquityPurchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), which represents the