Abpro Holdings faces full Nasdaq delisting

Abpro Holdings, Inc. received notice from the Nasdaq Listing and Hearing Review Council that it reaffirmed a prior decision to delist the company’s securities from Nasdaq.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Abpro Holdings, Inc. received notice from the Nasdaq Listing and Hearing Review Council that it reaffirmed a prior decision to delist the company’s securities from Nasdaq. The Council cited Abpro’s failure to meet the minimum equity standard under Nasdaq Listing Rule 5550(b)(1) by the February 16, 2026 deadline set in a November 10, 2025 panel decision.

Abpro expects Nasdaq to file a Form 25 to delist and deregister its securities under Section 12(b) of the Exchange Act. The company expects its common stock and public warrants to continue quotation on the OTC Pink Market under the symbols “ABP” and “ABPWW,” but warns holders about potentially limited information availability, reduced transparency and liquidity, and greater trading volatility.

Positive

None.

Negative

Nasdaq delisting reaffirmed and Form 25 expected, meaning Abpro’s securities lose a national exchange listing and 12(b) registration, which can significantly constrain institutional ownership and capital markets access.
Shift to OTC Pink Market with warned risks, as the company highlights potential limitations in information availability, reduced liquidity, and greater share-price volatility for both common stock and public warrants.

Insights

Nasdaq delisting is a clear negative, pushing Abpro fully to OTC trading.

The Council’s decision to reaffirm Abpro’s Nasdaq delisting, after it failed to meet the minimum equity requirement under Nasdaq Listing Rule 5550(b)(1), removes access to a major exchange. This typically reduces visibility with institutional investors and index products.

The company expects Nasdaq to file Form 25, which would complete delisting and deregister the securities under Section 12(b). While shares and warrants are expected to continue on the OTC Pink Market, the company itself warns about lower transparency, thinner liquidity, and higher volatility, all of which can make trading more difficult and pricing less efficient.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Warrant exercise price: $114.90 per share Panel decision date: November 10, 2025 Equity compliance deadline: February 16, 2026 +1 more

4 metrics

Warrant exercise price $114.90 per share Public warrants exercisable for one share of common stock

Panel decision date November 10, 2025 Nasdaq Hearings Panel decision setting equity compliance terms

Equity compliance deadline February 16, 2026 Deadline to meet Nasdaq Listing Rule 5550(b)(1) minimum equity standard

Council notification date May 28, 2026 Date Abpro received Nasdaq Listing and Hearing Review Council notification

Key Terms

Nasdaq Listing Rule 5550(b)(1), Form 25, OTC Pink Market, forward-looking statements, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"demonstrate compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by February 16, 2026"

Form 25 regulatory

"The Company expects that Nasdaq may file a Form 25 with the SEC to delist the securities"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

OTC Pink Market market

"the Company expects its common stock will continue to be eligible for quotation on the OTC Pink Market under its existing symbol"

The OTC Pink Market is a segment of over-the-counter trading where shares of companies that do not meet formal exchange listing rules are bought and sold. It matters to investors because these stocks usually have little public information, low trading volume, and higher risk of price swings or fraud — like buying a rare item at a flea market where seller disclosure and return rules are minimal, so potential reward comes with greater uncertainty.

forward-looking statements regulatory

"includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Nasdaq decide about Abpro Holdings (ABP) in this 8-K?

Nasdaq’s Listing and Hearing Review Council reaffirmed a prior panel decision to delist Abpro Holdings’ securities for failing to meet the minimum equity standard by February 16, 2026.

Why is Abpro Holdings being delisted from Nasdaq?

Abpro did not satisfy the minimum equity standard under Nasdaq Listing Rule 5550(b)(1) by the February 16, 2026 deadline set in a November 10, 2025 panel decision.

What is Form 25 mentioned in Abpro Holdings’ 8-K?

Form 25 is the document Nasdaq may file with the SEC to formally delist Abpro’s securities from Nasdaq and deregister them under Section 12(b) of the Exchange Act.

Where will Abpro Holdings (ABP) trade after the Nasdaq delisting?

Abpro expects its common stock to remain eligible for quotation on the OTC Pink Market under “ABP” and its public warrants under “ABPWW” following suspension of Nasdaq trading.

What risks does Abpro highlight about trading on the OTC Pink Market?

The company cautions that OTC Pink trading may involve limited information availability, reduced transparency and liquidity, and greater volatility for both its common stock and public warrants.

What Nasdaq rule did Abpro Holdings fail to meet?

Abpro failed to meet the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1), which led to the panel decision and its reaffirmation by the Nasdaq Listing and Hearing Review Council.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 05:12 PM

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): May 28, 2026

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	Delisted from Nasdaq; trading on OTC Pink Ltd. tier as of February 23, 2026
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $114.90	ABPWW	Delisted from Nasdaq; trading on OTC Pink Ltd. tier as of February 23, 2026

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.

On May 28, 2026, Abpro Holdings, Inc. (the “Company”) received written notification from the Nasdaq Listing and Hearing Review Council (the “Council”) that the Council had reviewed the decision of the Nasdaq Hearings Panel (the “Panel”) of the Nasdaq Stock Market LLC (“Nasdaq”) and had determined to reaffirm the Panel’s decision that due to the Company not having met the terms of the Panel’s November 10, 2025 decision that the Company demonstrate compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by February 16, 2026, the Company’s securities will be delisted from Nasdaq.

The Company expects that Nasdaq may file a Form 25 with the SEC to delist the securities from Nasdaq and deregister the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended in the coming days.

Following suspension of trading on Nasdaq, the Company expects its common stock will continue to be eligible for quotation on the OTC Pink Market under its existing symbol, “ABP” and its public warrants under the existing symbol “ABPWW.” The Company can provide no assurances that any broker-dealer will make a market in its common stock or public warrants or that trading levels, liquidity, or quotation prices will be maintained. The Company also cautions its stockholders and public warrant holders that trading on the OTC Pink Market may be subject to limited availability of information, reduced transparency and liquidity and greater volatility.

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 Nasdaq’s expected filing of a Form 25 with the SEC and eligibility of the Company’s common stock and public warrants for continued quotation on the OTC Pink Market.

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 30, 2026, 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: June 4, 2026

Source: View Original Filing on SEC EDGAR

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