Ownership Submission
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
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1. Name and Address of Reporting Person *
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Abpro Bio International, Inc.
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-11-13
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3. Issuer Name and Ticker or Trading Symbol
Abpro Holdings, Inc. [ABP]
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(Last)
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(First)
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(Middle)
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139, TECHNO JUNGANG-DAERO , YUGA-MYEON, DALSEONG-GUN
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed (Month/Day/Year)
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6. Individual or Join/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Abpro Bio International, Inc.
139, TECHNO JUNGANG-DAERO
YUGA-MYEON, DALSEONG-GUN
DAEGU, M543020
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X
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Signatures
/s/ Jae Yong Lee, Chief Executive Officer of Abpro Bio International, Inc.
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2024-11-18
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Reflects the issuance by Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II) (the "Issuer") on November 13, 2024, of an aggregate of 16,507,334 shares of Common Stock (the "Shares") pursuant to a Business Combination Agreement, dated as of December 11, 2023 (as amended by Amendment No. 1 to Business Combination Agreement, dated September 4, 2024, the "Business Combination Agreement"), among the Issuer, Abpro Merger Sub Corp, a Delaware corporation, and Abpro Corporation, a Delaware corporation ("Abpro"), relating to the business combination between the Issuer and Abpro (the "Business Combination").
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(2)
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The Shares are comprised of (i) 13,656,600 shares issued as merger consideration, (ii) 983,333 shares transferred from Atlantic Coastal Acquisition Management II LLC to the reporting person, in connection with the closing of the Business Combination, (iii) 622,467 shares issued in a private placement (the "PIPE Offering") concurrent with the closing of the Business Combination, and (iv) 1,244,934 shares issued as incentive shares in connection with the PIPE Offering.
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