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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):
September 30, 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 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported,
on April 2, 2025, Abpro Holdings, Inc. (the “Company”) received written notice (the “Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer complied with
the minimum bid price requirement for continued listing on Nasdaq. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain
a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The letter stated that the Company had 180 calendar
days, or until September 29, 2025, to regain compliance.
On September 30, 2025,
the Company received a letter from Nasdaq notifying the Company that it had not regained compliance with the Minimum Bid Price Requirement
during the compliance period. Accordingly, unless the Company requests an appeal by October 7, 2025, the Company’s common stock
will be scheduled for delisting at the opening of business on October 9, 2025.
Accordingly, the Company
intends to timely request a hearing before the appeal panel (the “Panel”). The hearing request will stay the suspension of
the Company’s securities with Nasdaq pending the Panel’s decision or any extension of time provided by the Panel to regain
compliance. During the hearing, the Company will present its plans to regain compliance with the bid price and all other continued listing
requirements. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company
will be able to evidence compliance prior to the expiration of any extension that may be granted by the Panel.
Cautionary Statement
Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should
be considered forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance
with the Nasdaq Listing Rules; the Company’s intent to monitor its publicly held shares and take all reasonable measures available
to the Company for continued listing on Nasdaq; and the Company’s success in appealing any delisting determination.
In some cases, you can identify forward-looking
statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,”
“contemplate,” “continue,” “could,” “due,” “estimate,” “expect,”
“goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,”
“positioned,” “seek,” “should,” “target,” “will,” “would” and
other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and
unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied
by any forward-looking statement, including, but not limited to, the Company’s ability to regain compliance with the Nasdaq Listing
Rule and the other important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission (“SEC”) on April 15, 2025, as such factors may be updated from time
to time in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Although the Company believes
that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has
no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on
Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.
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 3, 2025 |
|
|
