Correspondence 0001213900-25-052117 from Abpro Holdings, Inc. (ABP, ABPWW) (CIK 0001893219) (ABP)
Abpro Holdings, Inc. (ABP, ABPWW) (CIK 0001893219)
Date: June 6, 2025 · CIK: 0001893219 · Accession: 0001213900-25-052117
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287492
Referenced dates: May 30, 2025
Letter
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW
Jonathan H. Talcott T: 202.689.2806 Jon.talcott@nelsonmullins.com
101 Constitution Avenue, NW Suite 900 Washington D.C., 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com
June 6, 2025
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Chris Edwards
Joe McCann
RE: Abpro Holdings, Inc.
Registration Statement on Form S-1
Filed May 22, 2025
File No. 333-287492
Ladies and Gentlemen:
On behalf of Abpro Holdings, Inc. (the " Company "), we are hereby responding to the letter dated May 30, 2025 (the " Comment Letter ") from the staff (the " Staff ") of the Securities and Exchange Commission (" SEC " or the " Commission "), regarding the Company's Registration Statement on Form S-1 filed on May 22, 2025 (the " Registration Statement "). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration Statement (the " Amended Registration Statement ") with the Commission today. The numbered paragraphs below correspond to the numbered comments in the Comment Letter, and the Staff's comments are presented in bold italics.
Registration Statement on Form S-1 filed May 22, 2025
Cover Page
1. Please revise the prospectus cover page to clearly state that YA II PN, Ltd. is an underwriter. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation Q. 139.13.
Response : The Company acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on the cover page of the Amended Registration Statement as requested.
*****
If you have any additional questions regarding any of our responses or the Amended Registration Statement, please do not hesitate to contact Mike Bradshaw at (202) 689-2808.
Very truly yours,
/s/ Jonathan H. Talcott
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NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Jonathan H. Talcott
T: 202.689.2806
Jon.talcott@nelsonmullins.com
101 Constitution Avenue, NW
Suite 900
Washington D.C., 20001
T: 202.689.2800 F: 202.689.2860
nelsonmullins.com
June 6, 2025
Division of Corporation Finance
U.S. Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549
Attention:
Chris Edwards
Joe McCann
RE:
Abpro Holdings, Inc.
Registration Statement on Form S-1
Filed May 22, 2025
File No. 333-287492
Ladies and Gentlemen:
On behalf of Abpro Holdings, Inc. (the " Company "),
we are hereby responding to the letter dated May 30, 2025 (the " Comment Letter ") from the staff (the " Staff ")
of the Securities and Exchange Commission (" SEC " or the " Commission "), regarding the Company's
Registration Statement on Form S-1 filed on May 22, 2025 (the " Registration Statement "). In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration
Statement (the " Amended Registration Statement ") with the Commission today. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter, and the Staff's comments are presented in bold italics.
Registration Statement on Form S-1 filed May 22, 2025
Cover Page
1. Please
revise the prospectus cover page to clearly state that YA II PN, Ltd. is an underwriter. For guidance, refer
to Securities Act Sections Compliance and Disclosure Interpretation Q. 139.13.
Response : The Company acknowledges the Staff's
comment and advises the Staff that it has revised the disclosure on the cover page of the Amended Registration Statement as requested.
*****
If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Mike Bradshaw at (202) 689-2808.
Very truly yours,
/s/ Jonathan H. Talcott
Jonathan H. Talcott
cc: Miles Suk, Chief Executive Officer, Abpro Holdings, Inc.