Abpro Holdings, Inc 8-K, filed Mar 6, 2025
Abpro Holdings, Inc. (ABPO)
About this 8-K
Abpro Holdings, Inc filed this 8-K on March 6, 2025, reporting on events of March 5, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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(I.R.S. Employer Identification No.) |
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1-
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The Stock Market LLC | ||||
| The 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 3.03 Material Modification to Rights of Security Holders.
On March 6, 2025, Abpro Holdings, Inc. (the “Company”) issued a notice (the “Warrant Adjustment Notice”) to holders of its warrants (the “Warrants”) to purchase one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), notifying holders of the following adjustments (the “Warrant Adjustments”), effective after the close of trading on March 5, 2025:
| ● | the adjustment to the warrant price of the Warrants from $11.50 per share to $3.83 per share of Common Stock (representing 115% of the Newly Issued Price (as defined below)); and |
| ● | the adjustment of the $18.00 per share redemption trigger price (described below) to $5.99 per share of Class A common stock (representing 180% of the Newly Issued Price). |
The Warrant Adjustments were required pursuant to Section 4.3.2 of the Private Warrant Agreement, dated as of January 13, 2022, by and between Atlantic Coastal Acquisition Corp. II (“ACAB”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), as warrant agent (the “Private Warrant Agreement”) and that Public Warrant Agreement, dated as of January 13, 2022, by and between ACAB and the Warrant Agent (together with the Private Warrant Agreement, the “Warrant Agreements”) as a result of (i) ACAB issuing shares of its Series A common stock, par value $0.0001 per share (the “ACAB Common Stock”), and securities exchangeable for shares of ACAB Common Stock at an issue price of $3.33 per share (the “Newly Issued Price”) for capital raising purposes in connection with the closing of its business combination with Abpro Corporation (the “Business Combination”), (ii) the aggregate gross proceeds from such issuances representing more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the completion of the Business Combination (net of redemptions) and (iii) the volume-weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummated the Business Combination (such price, the “Market Value”) being below $9.20 per share. The Market Value was determined to be $3.2835 per share.
Copies of the Warrant Adjustment Notice and the press release issued by the Company announcing the Warrant Adjustments are filed as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Warrant Adjustment Notice dated March 6, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: | Co-Chief Executive Officer | |
| Dated: March 6, 2025 | ||
2
Exhibit 99.1
Abpro Holdings, Inc.
68 Cummings Park Drive
Woburn, MA 01801
March 6, 2025
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Compliance Department
| Re: | Notice of Change in Warrant Conversion Price (CUSIP #000847111) |
To the addressee set forth above:
Reference is made to that certain Private Warrant Agreement, dated as of January 13, 2022, by and between Atlantic Coastal Acquisition Corp. II (“ACAB”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent” or “you”), as warrant agent (the “Private Warrant Agreement”) and that Public Warrant Agreement, dated as of January 13, 2022, by and between ACAB and you (together with the Private Warrant Agreement, the “Warrant Agreements”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Warrant Agreements.
Pursuant to Section 4.3.2 of the Warrant Agreements, if (x) ACAB issues additional shares of its Series A common stock, par value $0.0001 per share (the “ACAB Common Stock”), or securities convertible or exercisable or exchangeable for shares of ACAB Common Stock for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of ACAB Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or their affiliates, without taking into account any founder shares held by the Sponsor or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ACAB Common Stock during the 20 trading day period starting on the trading day prior to the day on which ACAB consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (the “Redemption Trigger Price”) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
On November 13, 2024, the Business Combination was consummated and (x) Abpro Holdings, Inc. (the “Company”) issued shares of its Common Stock, par value $0.0001 per share (the “Common Stock”), and securities exchangeable for shares of the ACAB Common Stock at an issue price of $3.33 per share (i.e., the Newly Issued Price) for capital raising purposes in connection with the closing of the Business Combination, (y) the aggregate gross proceeds from such issuances represented more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the completion of the Business Combination (net of redemptions), and (z) the Market Value has been determined to be $3.2835 per share.
As a result, pursuant to Section 4.3.2 of the Warrant Agreement, (i) the Warrant Price was adjusted to $3.83 per share of Common Stock, representing 115% of $3.33, (ii) the Redemption Trigger Price was adjusted to $5.99 per share, representing 180% of $3.33.
Pursuant to and in satisfaction of the Company’s obligations under Section 4.5 of the Warrant Agreement, this letter hereby notifies you of the adjustment to the Warrant Price pursuant to Section 4.3.2 of the Warrant Agreement:
| Date of Adjustment | Original Warrant Price | Adjusted Warrant Price | ||||||
| March 5, 2025 | $ | 11.50 | $ | 3.83 | ||||
The Warrant Agent is hereby authorized and instructed to issue notice on behalf of the Company, in customary form, to each Registered Holder as required by the Warrant Agreement.
Except as expressly set forth in this letter, the terms and provisions of the Warrant Agreement shall remain unmodified, and the terms and provisions of the Warrant Agreement, as amended hereby, shall remain in full force and effect and are hereby ratified and confirmed.
If you have any questions, please feel free to contact Miles Suk, the Company’s Co-Chief Executive Officer, via email at msuk@abpro.co.
[Signature Page to Follow]
| Sincerely, | ||
| Abpro Holdings, Inc. | ||
| By: | /s/ Miles Suk | |
| Name: | Miles Suk | |
| Title: | Co-Chief Executive Officer | |