8-K
filed November 26, 2024, 6:59 PM ET
ticker ABPO
CIK 0001893219
M&A
confidence high
sentiment neutral
materiality 0.85
Abpro Holdings, Inc. (ABPO): M&A transaction — Abpro Holdings completes de-SPAC merger with Abpro Corporation; stock begins trading Nov 14
Abpro Holdings, Inc.
- Merger Consideration ~$500M: ~50M shares issued (39.1M to Abpro shareholders, 10.9M reserved for rollover RSUs/options).
- ~330k ACAB public shares redeemed at ~$11.36/share for aggregate $3.75M; trust account held $2.38M pre-closing.
- PIPE Offering raised $7.0M via 1.12M shares + 2.24M incentive shares; cancelled ~$4.22M of Abpro debt.
- Lock-up agreements for Abpro shareholders: 12-month lock-up period from closing.
- New common stock (ABP) began trading on Nasdaq Global Market on Nov 14; warrants (ABPWW) on Nasdaq Capital Market.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Abpro Holdings, Inc.: Adopted amended and restated bylaws (effective 2024-11-12).
- Change
- bylaw amendment
- Effective
- 2024-11-12
Exact text from the filing
Effective November 12, 2024, the board of directors of ACAB also adopted the Amended and Restated Bylaws of New Abpro
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Abpro Holdings, Inc.: Adopted amended and restated certificate of incorporation (effective 2024-11-12).
- Change
- charter amendment
- Effective
- 2024-11-12
Exact text from the filing
ACAB adopted the Amended and Restated Certificate of Incorporation effective as of November 12, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Abpro Holdings, Inc.: Ceased being a shell company due to business combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, ACAB ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Abpro Holdings, Inc. completed an acquisition involving Abpro Corporation for approximately $500 million (closed 2024-11-13).
- Action
- acquisition
- Counterparty
- Abpro Corporation
- Consideration
- approximately $500 million
- Closing
- 2024-11-13
Exact text from the filing
Pursuant to the terms of the BCA, the Merger Consideration was approximately $500 million. The Merger Consideration consisted of an aggregate of approximately 50,000,000 shares of Common Stock of New Abpro, consisting of 39,123,200 shares of Common Stock issued to Abpro Corporation shareholders, and 10,872,400 shares of Common Stock reserved for issuance in connection with certain Abpro Corporation rollover RSUs and stock options.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Abpro Holdings, Inc. underwent a change of control involving Abpro Corporation for approximately $500 million (closed 2024-11-13).
- Action
- change of control
- Counterparty
- Abpro Corporation
- Consideration
- approximately $500 million
- Closing
- 2024-11-13
Exact text from the filing
” and “ Business Combination Agreement ” above is incorporated into this Item 2.01 by reference. Pursuant to the terms of the BCA, the Merger Consideration was approximately $500 million. The Merger Consideration consisted of an aggregate of approximately 50,000,000 shares of Common Stock of New Abpro, consisting of 39,123,200 shares of Common Stock issued to
View on SEC.gov
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