Abpro Holdings Inc美股招股说明书(2025-06-12版)

Abpro Holdings, Inc. 20,699,242 shares of Common Stock This prospectus relates to the offer and resale from time to time, up to 20,699,242shares of Common Stock, par value$0.0001 per share (the “Common Stock”), of Abpro Holdings, Inc. (the “Company” or “New Abpro”),issuable pursuant to theStandby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“YA” or “Selling Securityholder”), in which YA hascommitted to purchase from us, at our direction, up to $50,000,000 of shares of Common Stock, subject to terms and conditionsspecified in the SEPA. Our registration of the securities covered by this prospectus does not mean that YA will offer or sell any of the shares ofCommon Stock. YA may offer, sell or distribute all or a portion of their Common Stock publicly or through private transactions atprevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of the Common Stock by YA pursuantto this prospectus. However, we may receive up to $50,000,000 in aggregate gross proceeds from sales of the Common Stock to YAthat we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the SEPA. The sale of theCommon Stock being offered by YA pursuant to this prospectus, or the perception that these sales could occur, could result in a declinein the public trading price of our Common Stock. Though we have been advised by YA and YA represents in the SEPA, that YA ispurchasing the Common Stock for its own account, for investment purposes in which it takes investment risk (including, withoutlimitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, asamended (the “Securities Act”) or any other applicable securities laws, the Securities and Exchange Commission (the “SEC”) maytake the position that YA may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profitson the sales of shares of our Common Stock by YA and any discounts, commissions or concessions received by YA are deemed to beunderwriting discounts and commissions under the Securities Act. YA is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, and any profits on the sales of shares ofour Common Stock by YA and any discounts, commissions, or concessions received by YA are deemed to be underwriting discountsand commissions under the Securities Act. If any underwriters, dealers or agents are involved in the sale of any of the securities, theirnames and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or willbe calculable from the information set forth, in any applicable prospectus supplement. See the section of this prospectus titled “Plan ofDistribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectussupplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and anyapplicable prospectus supplement before you invest in our securities. Our Common Stock and our Public Warrants are listed on the Nasdaq Global Market under the symbols “ABP” and“ABPWW,” respectively. On June 5, 2025, the closing price of our Common Stock was $0.21 and the closing price for our PublicWarrants was $0.02. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected tocomply with certain reduced public company reporting requirements. Investing in our Common Stock and Warrants is highly speculative and involves a high degree of risk. See the sectionentitled“Risk Factors” beginning on page 7of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is June 12, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiFREQUENTLY USED TERMSiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSvPROSPECTUS SUMMARY1THE OFFERING6RISK FACTORS7COMMITTED EQUITY FINANCING56USE OF PROCEEDS59MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY59MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS OF ABPRO60DESCRIPTION OF NEW ABPRO’S BUSINESS68DIRECTORS AND EXECUTIVE OFFICERS107EXECUTIVE COMPENSATION115PRINCIPAL STOCKHOLDERS124CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS125DESCRIPTION OF CAPITAL STOCK131SELLING STOCKHOLDERS138PLAN OF DISTRIBUTION139UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS141EXPERTS147CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT147WHERE YOU CAN FIND MORE INFORMATION148INDEX TO FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission(t