Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Markelewicz Robert J. Jr. 2. Issuer Name and Ticker or Trading Symbol Abpro Holdings, Inc. [ABP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O ABPRO HOLDINGS, INC., 68 CUMMINGS PARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2024 (Street) WOBURN, MA 01801 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$1.73	11/13/2024		A		24,300(1)		(2)	12/19/2038	Common Stock, par value $0.0001 per share	24,300	$ 0	24,300	D
Stock option (right to buy)	$1.73	11/13/2024		A		538,600(1)		(2)	09/28/2028	Common Stock, par value $0.0001 per share	538,600	$ 0	538,600	D
Stock option (right to buy)	$1.63	11/13/2024		A		29,800(1)		(2)	04/19/2031	Common Stock, par value $0.0001 per share	29,800	$ 0	29,800	D
Stock option (right to buy)	$1.67	11/13/2024		A		40,800(1)		(2)	06/19/2030	Common Stock, par value $0.0001 per share	40,800	$ 0	40,800	D
Stock option (right to buy)	$1.63	11/13/2024		A		41,700(1)		(3)	04/19/2031	Common Stock, par value $0.0001 per share	41,700	$ 0	41,700	D
Stock option (right to buy)	$1.73	11/13/2024		A		74,600(1)		(2)	12/19/2028	Common Stock, par value $0.0001 per share	74,600	$ 0	74,600	D
Stock option (right to buy)	$1.63	11/13/2024		A		10,200(1)		(4)	02/18/2032	Common Stock, par value $0.0001 per share	10,200	$ 0	10,200	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Markelewicz Robert J. Jr. C/O ABPRO HOLDINGS, INC. 68 CUMMINGS PARK DRIVE WOBURN, MA 01801			Chief Medical Officer

Signatures

/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	11/15/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects the issuance by Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II) (the "Issuer") of rollover stock options awards in connection with the closing of the business combination between Issuer and Abpro Corporation, a Delaware corporation ("Abpro"), 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.
(2)	This stock option award is 100% vested.
(3)	This stock option award was initially granted by Abpro to the reporting person on April 14, 2021. The sock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on April 14, 2022, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date.
(4)	This stock option award was initially granted by Abpro to the reporting person on February 18, 2022. The sock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on February 18, 2023, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date.

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