| |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SEC FILE NUMBER
001-893219 |
| |
CUSIP NUMBER
000847202 |
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐
Form N-SAR ☐ Form N-CSR
| |
For Period Ended: December 31, 2025 |
| |
|
| |
☐ Transition Report on Form 10-K |
| |
☐ Transition Report on Form 20-F |
| |
☐ Transition Report on Form 11-K |
| |
☐ Transition Report on Form 10-Q |
| |
|
| |
For the Transition Period Ended: |
|
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If the notification relates
to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| Abpro Holdings, Inc. |
|
| Full Name of Registrant |
|
| |
|
| Abpro Holdings, Inc. |
|
| Former Name if Applicable |
|
| |
|
| 100 Summit Drive |
|
| Address of Principal Executive Office (Street and Number) |
|
| |
|
| Burlington, MA 01803 |
|
| City, State and Zip Code |
|
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate.)
| |
(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| ☒ |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| |
|
|
| |
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable
detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
Abpro Holdings, Inc. (the
“Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual
Report”) within the prescribed time period without unreasonable effort and expense.
Due primarily to the Company’s
recent material transactions, governance and operational matters, including, but not limited to, meeting certain Nasdaq compliance matters
and finance transactions, the preparation and audit of the financial statements to be included in the Annual Report require additional
time to complete. The Company is working diligently to complete such processes, but could not finalize such matters prior to the initial
due date of the Annual Report.
The Company expects to file
the Annual Report as soon as reasonably practicable, and at this time the Company anticipates that it will be able to do so within the
extension period of fifteen calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV - OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification |
| Miles Suk |
|
800 |
|
396-5890 |
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
| (2) |
Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
☒ Yes ☐ No |
| (3) |
Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
☐ Yes ☒ No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made. |
| |
Abpro Holdings, Inc. |
|
| |
(Name of Registrant as Specified in Charter) |
|
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: March 31, 2026 |
By: |
/s/
Miles Suk |
| |
|
Miles Suk |
| |
|
Chief Executive Officer |
