UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form
N-CSR |
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For Period Ended: March
31, 2026 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
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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
N/A
Former
Name if Applicable
100
Summit Drive
Address
of Principal Executive Office (Street and Number)
Burlington,
Massachusetts 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)
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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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 |
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(c) |
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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-CEN, 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 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Quarterly Report”)
within the prescribed time period without unreasonable effort and expense. Additional time is needed for the Company to compile and analyze
supporting documentation in order to complete the Quarterly Report and to permit the Company’s independent registered public accounting
firm to complete its review.
The Company expects to file the Quarterly 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 five 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 |
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(339) |
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227-5961 |
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(Area Code) |
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(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? |
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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: May 15, 2026 |
By: |
/s/ Miles Suk |
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Name: |
Miles Suk |
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Title: |
Chief Executive Officer |
