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 20, 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 | ||
| 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 1.01. Entry into Material Definitive Agreement.
As previously disclosed, on November 13, 2024, pursuant to the previously disclosed Standby Equity Purchase Agreement dated October 30, 2024 with YA II PN, LTD (“Yorkville”), Abpro Holdings, Inc. (the “Company”), entered into a Convertible Promissory Note (“Yorkville Note”) for $3,000,000, and received net proceeds of $2,755,000. Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K have the same meaning as set forth in the Yorkville Note.
On April 20, 2025, the Company and Yorkville entered into Amendment No. 1 to Convertible Promissory Note (the “Amendment”) to amend the Yorkville Note, solely to amend and restate the definition of “Conversion Price” in the Yorkville Note to correct a scrivener’s error. Pursuant to the Amendment, “Conversion Price” means, “as of any Conversion Date or other date of determination, the lower of (i) $11.50 per Common Share (the “Fixed Price”), or (ii) 94% of the lowest daily VWAP during the 5 consecutive Trading Days immediately preceding the Conversion Date or other date of determination (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price then in effect. The Fixed Price shall be adjusted (downwards only) to equal the VWAP of the Common Shares over the three (3) Trading Days immediately preceding the 20th Trading Day following the Issuance Date if such price is lower than the initial Fixed Price. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Note.” All other terms of the Yorkville Note remain unchanged.
The foregoing description of the Amendment is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Convertible Promissory Note, dated April 20, 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: | Chief Executive Officer | |
| Dated: April 24, 2025 | ||
2
Exhibit 10.1
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE
This Amendment No. 1 to Convertible Promissory Note (this “Amendment”) is made and entered into as of April 20, 2025, by and between Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II), a Delaware corporation (the “Company”), and YA II PN, Ltd. (the “Holder”).
RECITALS
WHEREAS, the Company delivered that certain Convertible Promissory Note, Number: ABP-1, to the Holder on November 13, 2024 (the “Note”);
WHEREAS, the parties desire to amend the Note as set forth herein.
AGREEMENT
Now, therefore, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. The definition of “Conversion Price” in the Note is hereby amended and restated in its entirety to read as follows:
“Conversion Price” means, as of any Conversion Date or other date of determination, the lower of (i) $11.50 per Common Share (the “Fixed Price”), or (ii) 94% of the lowest daily VWAP during the 5 consecutive Trading Days immediately preceding the Conversion Date or other date of determination (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price then in effect. The Fixed Price shall be adjusted (downwards only) to equal the VWAP of the Common Shares over the three (3) Trading Days immediately preceding the 20th Trading Day following the Issuance Date if such price is lower than the initial Fixed Price. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Note.
2. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Note.
3. Sections (8), (9), (10), and (11) of the Note are incorporated into this Amendment mutatis mutandis as if fully set forth herein.
4. Except as expressly amended by this Amendment, all terms of the Note remain unchanged, are hereby affirmed and ratified in their entirety by the parties hereto and remain in full force and effect.
5. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| ABPRO HOLDINGS, INC. | ||
| By: | /s/ Miles Suk | |
| Name: | Miles Suk | |
| Title: | Chief Executive Officer | |
| YA II PN, LTD. | ||
| By: | Yorkville Advisors Global, LP | |
| Its: | Investment Manager | |
| By: | Yorkville Advisors Global II, LLC | |
| Its: | General Partner | |
| By: | /s/ Matthew Beckman | |
| Name: | Matthew Beckman | |
| Title: | Manager | |