M&A - Atlantic Coastal Acquisition Corp. II

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025032133

Filing Summary: Abpro Holdings, Inc. underwent a significant merger on November 13, 2024, with Atlantic Coastal Acquisition Corp. II (ACAB), whereby ACAB merged with Abpro Corporation. This transaction was authorized by ACAB's shareholders and involved the issuance of approximately 50 million shares of common stock to Abpro Corporation shareholders, in addition to shares allocated for stock options and RSUs. The merger's accounting treatment is designated as a reverse recapitalization for financial reporting, with Legacy Abpro treated as the acquirer. The report also addresses prior period accounting errors that necessitated restatements of financial statements from previous periods, with an estimated impact of $3.3 million on accrued expenses and total liabilities. The company has identified material weaknesses in its internal controls, particularly concerning a license agreement with MedImmune, which could have significant implications for its financial reporting and compliance.

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Form Type: S-1

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000121390024111919

Filing Summary: Abpro Holdings, Inc. filed a registration statement under the Securities Act of 1933 on December 23, 2024, which includes a primary offering of up to 28,850,000 shares of Common Stock and a secondary offering of up to 31,785,312 shares of Common Stock and 13,850,000 Warrants. The document outlines a Business Combination that occurred on November 13, 2024, involving ACAB and Abpro Corporation, where ACAB merged with Abpro Corporation, with Abpro Corporation becoming a wholly owned subsidiary of ACAB. The transaction resulted in the issuance of approximately 50,000,000 shares of Common Stock to shareholders of Abpro Corporation as Merger Consideration. Additionally, the registration is to satisfy certain registration rights granted to selling shareholders, including provisions for resale and the effects of potentially significant stockholder sales on market prices. The Common Stock and Public Warrants are now listed on the Nasdaq under symbols 'ABP' and 'ABPWW'.

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