ACAB and Abpro enter into business combination agreement

Abpro Holdings, Inc.

On Dec 11, 2023, ACAB, Abpro Merger Sub, and Abpro signed a Business Combination Agreement for Merger Sub to merge into Abpro, with Abpro surviving as ACAB's subsidiary.
ACAB will change its name to 'Abpro Corporation' post-closing; Abpro stockholders receive ACAB common shares based on exchange ratio.
Sponsor agrees to retain 2.95M shares, allocate 2.46M shares for non-redemption commitments, and forfeit remainder of its shares.
Closing conditions include HSR clearance, stockholder approvals, min $8.7M closing cash, and ACAB net tangible assets of at least $5,000,001. Termination date is June 1, 2024.
Earnout: Abpro equity holders eligible for shares in three tranches if ACAB stock reaches $13, $15, $18 per share over five years.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Abpro Holdings, Inc. entered into Business Combination Agreement with Atlantic Coastal Acquisition Corp. II (effective 2023-12-11).

Action: entry
Agreement: merger
Counterparty: Atlantic Coastal Acquisition Corp. II
Effective: 2023-12-11

Exact text from the filing

On December 11, 2023, Atlantic Coastal Acquisition Corp. II, a Delaware corporation (“ ACAB ”), Abpro Merger Sub Corp., a Delaware corporation (“ Merger Sub ”), and Abpro Corporation, a Delaware corporation (the “ Company ” or “ Abpro ”), entered into a business combination agreement (the “ Business Combination Agreement ”).

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Abpro Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-293072

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