Abpro Corporation - SEC Filing

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SEC FORM 4/A 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Suk Jin Wook (Miles)

(Last)

(First)

(Middle)

C/O ABPRO HOLDINGS, INC.

68 CUMMINGS PARK DRIVE

(Street)

WOBURN

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)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Co-CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/15/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$1.63	11/13/2024		A		613,500⁽¹⁾⁽²⁾		⁽³⁾	02/18/2032	Common Stock, par value $0.0001 per share	613,500	$0	613,500⁽⁴⁾	I	By Biocelsus International Co. Ltd.

Explanation of Responses:

1. On November 15, 2024, the reporting person filed a Form 4 which inadvertently omitted the transaction disclosed hereby.

2. Reflects the issuance by Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II) (the "Issuer") on November 13, 2024, of rollover stock option awards in connection with the business combination between the Issuer and Abpro Corporation, a Delaware corporation ("Abpro"), 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"), by and among the Issuer, Abpro Merger Sub Corp, a Delaware corporation, and Abpro.

3. This stock option award is 100% vested.

4. Biocelsus International Co. Ltd. is controlled by the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/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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