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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): April 8, 2025

 

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)

 

N/A

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

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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 Common Stock, par value $0.0001 per share   ABP   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of 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 5.07. Submission of Matters to a Vote of Security Holders.

 

Summary of Proposal Submitted to Stockholders

 

On April 8, 2025, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the following proposal was submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 24, 2025 (the “Proxy Statement”):

 

Yorkville Share Issuance Proposal: To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to YA II PN, LTD. (“Yorkville”), pursuant to that certain Standby Equity Purchase Agreement, dated October 30, 2024, by and between the Company, Atlantic Coastal Acquisition Corp. II, and Yorkville (the “SEPA”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the SEPA (the “Yorkville Share Issuance Proposal”).

 

Voting Results

 

On the record date, there were 51,965,765 shares of the Company’s Common Stock, issued and outstanding, entitled to 51,965,765 votes in the aggregate. Of the 51,965,765 votes that were eligible to be cast by the holders of Common Stock at the Special Meeting, 26,363,445 votes, or approximately 50.7% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect to the Yorkville Share Issuance Proposal is set forth below:

 

Yorkville Share Issuance Proposal:

 

The Company’s stockholders approved the issuance of Common Stock to Yorkville, pursuant to the SEPA, which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the SEPA.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
26,359,504   2,827   1,114  

 

1

 

 

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/ Miles Suk
  Name:  Miles Suk
  Title: Chief Executive Officer
     
Dated: April 8, 2025