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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 16, 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)
N/A
(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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On October 16, 2025,
Abpro Holdings, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate
of Incorporation of the Company (the “Certificate of Amendment”), which will become effective at 5:01 p.m. on October 31,
2025 (the “Effective Time”), to effect a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”),
of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Reverse Stock Split
was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on October 10, 2025.
As a result of the Reverse
Stock Split, every 30 shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding
share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock
Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares
not evenly divisible by the Reverse Stock Split ratio will be entitled to receive an additional fraction of a share of Common Stock to
round up to the next whole share.
Following the Reverse
Stock Split, the number of shares of Common Stock outstanding will be proportionally reduced from 81,150,000 shares to approximately 2,705,000
shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along
with corresponding adjustments to their exercise prices.
The Company’s transfer
agent, Continental Stock Transfer & Trust Company, is the exchange agent for the Reverse Stock Split and will correspond with stockholders
of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically
adjusted to reflect the Reverse Stock Split.
The Common Stock will
begin trading on a reverse stock split-adjusted basis upon market open on November 3, 2025. The ticker symbol for the Common Stock will
remain “ABP.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 000847202.
The forgoing description
of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the
full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 16, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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 22, 2025 |
|
|
2
