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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 10, 2025
Abpro Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41224 |
|
87-1013956 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
100 Summit Drive
Burlington, MA |
|
01803 |
| (Address of principal executive offices) |
|
(Zip Code) |
1-800-396-5890
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Shares of Common Stock, par value $0.0001 per share |
|
ABP |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
ABPWW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted to Stockholders
On October 10, 2025, Abpro
Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual
Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy
statement on Schedule 14A filed with the SEC on September 8, 2025, and amended on October 6, 2025 (the “Proxy Statement”):
| Proposal 1: |
The election of one director to serve as a Class I director until the 2028 annual meeting of stockholders. |
| |
|
| Proposal 2: |
The ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| |
|
| Proposal 3: |
The approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio of 1 for 30 (the “Reverse Stock Split”). |
Voting Results
On the record date, there
were 81,150,000 shares of the Company’s common stock, par value $0.0001 per share (“common stock”), issued and 80,166,667
shares outstanding, entitled to 80,166,667 votes. Of the 80,166,667 votes that were eligible to be cast by the holders of common stock
at the Annual Meeting, 49,531,941 votes, or approximately 61.8% of the total, were represented at the meeting in person or by proxy, constituting
a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of
each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders
elected the following director to serve as a Class I director until the 2028 annual meeting of stockholders. The votes regarding the election
of this director were as follows:
| Director Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
| Ian McDonald |
|
30,544,989 |
|
8,122,953 |
|
10,863,999 |
Proposal 2: Ratification of Appointment of Wolf & Company, P.C.
The
Company’s stockholders ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 48,873,247 |
|
380,320 |
|
278,374 |
|
- |
Proposal 3: Approval of the Reverse Stock Split.
The Company’s stockholders
approved the proposal to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split. The votes regarding
this proposal were as follows:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 26,657,935 |
|
- |
|
- |
|
- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ABPRO HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Miles Suk |
| |
Name: |
Miles Suk |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: October 14, 2025 |
|
|
