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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chan Ian
(Last) (First) (Middle)
C/O ABPRO HOLDINGS, INC.
65 CUMMINGS PARK DRIVE
(Street)
WOBURN MA 01801
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Abpro Holdings, Inc. [ ABP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director checkbox checked 10% Owner
checkbox checked Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 11/13/2024 A 6,528,200(1) A $0 6,528,200 D
Common Stock, par value $0.0001 per share 11/13/2024 A 1,137,200 A $0 1,137,200(2) I By FV Dynasty Trust
Common Stock, par value $0.0001 per share 11/13/2024 A 987,400 A $0 987,400(3) I By spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy) $1.67 11/13/2024 A 777,100(4) (5) 06/19/2030 Common Stock, par value $0.0001 per share 777,100 $0 777,100 D
Stock option (right to buy) $1.63 11/13/2024 A 787,300(4) (6) 02/18/2032 Common Stock, par value $0.0001 per share 787,300 $0 787,300 D
Stock option (right to buy) $1.63 11/13/2024 A 787,300(4) (5) 04/14/2031 Common Stock, par value $0.0001 per share 787,300 $0 787,300 D
Stock option (right to buy) $1.73 11/13/2024 A 577,500(4) (7) 03/21/2029 Common Stock, par value $0.0001 per share 577,500 $0 577,500 D
Explanation of Responses:
1. Reflects the issuance by Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II) (the "Issuer") on November 13, 2024, of 6,528,200 shares of Common Stock to the reporting person pursuant to a Business Combination Agreement, dated as of December 11, 2023 (as amended by Amendment No. 1 to Business Combination Agreement, dated September 4, 2024, the "Business Combination Agreement"), among the Issuer, Abpro Merger Sub Corp, a Delaware corporation, and Abpro Corporation, a Delaware corporation ("Abpro"), relating to the business combination between the Issuer and Abpro (the "Business Combination").
2. Reflects the issuance by the Issuer to FV Dynasty Trust, of which the reporting person is trustee, on November 13, 2024, of 1,137,200 shares of Common Stock pursuant the Business Combination Agreement. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
3. Reflects the issuance by the Issuer to the reporting person's spouse on November 13, 2024, of 987,400 shares of Common Stock pursuant the Business Combination Agreement. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
4. Reflects the issuance by the Issuer of rollover stock option awards in connection with the closing of the Business Combination.
5. This stock option award is 100% vested.
6. This stock option award was initially granted by Abpro to the reporting person on February 18, 2022. The stock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on February 18, 2022, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date.
7. This stock option award was initially granted by Abpro to the reporting person on April 14, 2021. The stock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on April 14, 2022, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date.
/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 11/25/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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