ACAB enters $50M equity line and $5M prepaid advance with Yorkville for post-merger financing

Abpro Holdings, Inc.

$5M prepaid advance via convertible notes with 8% original issue discount; $3M at merger close, $2M after registration effective and shareholder approval.
Post-close equity line of up to $50M: Yorkville buys shares at 96-97% of VWAP, subject to 4.99% beneficial ownership cap and 19.99% exchange cap for pre-paid shares.
Conversion price for notes: lower of $11.50 (subject to adjustment) or 94% of 5-day low VWAP, with floor at 20% of closing price on issuance or S-1 effective date.
Yorkville receives $500K in shares as commitment fee; amortization events trigger monthly payments of $1.25M principal plus 5% premium.
Proxy statement supplemented to disclose Yorkville financing and substantial dilution risks; shareholder approval may be sought for exchange cap.

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