Abpro Holdings Inc. 2025年季度报告

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 15, 2025, there were60,787,272shares of common stock, par value $0.0001 per share, issued and outstanding. PART I - FINANCIAL INFORMATION ABPRO HOLDINGS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS ABPRO HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1.Organization and Description of the Business Organization Abpro Holdings, Inc. and its subsidiaries, (the “Company”) is a biotechnology company headquartered in Woburn, Massachusetts,dedicated to developing next-generation antibody therapeutics to improve the lives of patients with severe and life-threateningdiseases. The Company is focused on the development of novel antibodies using its proprietary discovery and engineering platforms, On November 13, 2024 (the “Closing Date”), Atlantic Costal Acquisition Corp. II (“ACAB”) consummated a merger (the “Merger”)pursuant to the terms of the Merger Agreement, dated as of December 11, 2023 (the “Merger Agreement”) by and among AbproCorporation (“Legacy Abpro”), ACAB, and Abpro Merger Sub Corp., a Delaware corporation (“Merger Sub”) and wholly ownedsubsidiary of ACAB prior to the Closing Date. Pursuant to the Merger Agreement, on the Closing Date, (i) ACAB changed its name to“Abpro Holdings, Inc.” (“New Abpro”), and (ii)Merger Sub merged with and into Legacy Abpro, with Legacy Abpro as the surviving After giving effect to the Merger, Legacy Abpro became a wholly owned subsidiary of the Company. The Merger was accounted for asa reverse recapitalization in accordance with U.S. GAAP, and under this method of accounting, ACAB was treated as the acquiredcompany for financial reporting purposes and Legacy Abpro was treated as the acquirer. Operations prior to the Merger are those ofLegacy Abpro. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related priceinformation to give effect to the Exchange Ratio as set forth in the Merger Agreement. The “Company” refers to Abpro Holdings, Inc. Refer to Note 3 — Merger for further details of the Merger. Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but notlimited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of anddependence on proprietary technology, compliance with government regulations and ability to secure additional capital to fundoperations. Programs currently under development will require significant additional research and development efforts, including Going Concern The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubtabout its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements areissued. Through March 31, 2025, the Company has funded its operations mainly through equity and debt financings, including the As of March31, 2025 and December31, 2024, the Company had an accumulated deficit of $119,990and $116,103, respectively. TheCompany’s net (loss) income was $(3,887) and $636for the three months ended March31, 2025 and 2024, respectively. Substantiallyall of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programsand from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial On April 2, 2025, the Company received written notice (the “Notice”) from the Listing Qualifications Department staff (the “Staff”) ofthe Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock forthe last 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listingon The Nasdaq Stock Market LLC. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet theMinimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.Pursuant to the Further, on April 10, 2025, the Company received two letters from