Core Points - Abpro Corporation is set to merge with Atlantic Coastal Acquisition Corp. II, with an implied pre-money equity valuation of $500 million for Abpro [2][3] - The combined entity will retain the name "Abpro Corporation" and will list on Nasdaq under the ticker symbol "ABP" [2] - The business combination is expected to close in the first half of 2024, pending shareholder approvals and customary closing conditions [2] Company Overview - Abpro Corporation is a biotechnology firm focused on developing next-generation antibody therapies for severe diseases [7] - The company utilizes proprietary platforms, DiversImmune® and MultiMabTM, to advance its antibody pipeline through collaborations with global pharmaceutical and research institutions [4] - Abpro's lead candidate, ABP-102, targets HER2 and CD3 for treating HER2+ solid tumors, and is being developed in partnership with Celltrion, Inc. [4] - Another lead candidate, ABP-201, is designed to treat wet age-related macular degeneration [4] - The company is also advancing a range of immuno-oncology agents targeting various cancers [4] Leadership and Strategic Vision - Ian Chan, CEO of Abpro, expressed enthusiasm about advancing their pipeline and providing critical therapies [3] - Shahraab Ahmad, CEO of Atlantic Coastal, highlighted the potential of Abpro's drug discovery platform and strategic partnerships [3] - Tony Eisenberg, CSO of Atlantic Coastal, emphasized confidence in Abpro's leadership team and their ability to meet set targets [3]

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $44,630, with operating and formation costs amounting to $315,247 and interest income from marketable securities held in the Trust Account of $468,307 [123]. - For the nine months ended September 30, 2023, the company achieved a net income of $2,828,701, primarily from interest earned on marketable securities of $5,279,395, offset by operating costs of $1,273,146 [124]. - Cash used in operating activities for the nine months ended September 30, 2023, was $1,506,562, with net income affected by interest earned on marketable securities [128]. Marketable Securities - As of September 30, 2023, the company held marketable securities in the Trust Account valued at $36,466,121, primarily in money market funds invested in U.S. Treasuries [129]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds for working capital [131]. Initial Public Offering - The company completed its Initial Public Offering on January 19, 2022, raising gross proceeds of $300,000,000 from the sale of 30,000,000 Units [125]. - The company incurred transaction costs of $17,204,107 related to the Initial Public Offering, including $5,760,000 in underwriting discounts and $10,500,000 in deferred underwriting fees [126]. Business Combination - The company has until December 19, 2023, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed [139]. - The company has received a commitment from its Sponsor to provide $1,750,000 for expenses related to identifying a target business and other working capital needs [133]. Equity and Debt - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' equity [144]. - Warrants are classified as equity instruments and recorded within stockholders' deficit based on specific terms and assessments [145]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023 [140]. Accounting Standards - The adoption of ASU 2016-13 on January 1, 2023, did not have a material impact on the company's financial statements [148]. - The company is currently assessing the impact of ASU 2020-06, effective after December 15, 2023, on its financial position and results of operations [147]. - Management believes that no other recently issued accounting standards will have a material effect on the condensed financial statements [149]. Earnings Per Share - Net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common stock outstanding [146].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $802,803, driven by interest income from marketable securities of $1,526,546[117] - For the six months ended June 30, 2023, the company achieved a net income of $2,873,331, with interest income from marketable securities totaling $4,811,088[117] Transaction Costs and IPO - The company incurred total transaction costs of $17,204,107 related to its Initial Public Offering, including $5,760,000 in underwriting discounts and $10,500,000 in deferred underwriting fees[120] Marketable Securities and Cash - As of June 30, 2023, the company held marketable securities in the Trust Account amounting to $35,997,814, consisting of U.S. Treasury Bills[123] - The company has cash of $2,227,712, with $363,903 classified as restricted cash for tax payments[125] Business Combination Plans - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[124] - The company has until October 19, 2023, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[129] - The company does not expect to generate operating revenues until after the completion of its Business Combination[116] Debt and Financial Commitments - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[130] - The company’s Sponsor has committed to provide $1,750,000 to fund expenses related to identifying a target business and other working capital needs[126] Accounting Standards - ASU 2020-06, effective after December 15, 2023, simplifies accounting for convertible instruments and diluted earnings per share calculation[136] - ASU 2016-13, adopted on January 1, 2023, requires financial assets to be presented at the net amount expected to be collected, with no material impact on financial statements[137] - Management does not anticipate any other recently issued accounting standards to materially affect condensed financial statements[138]

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $2,070,528, primarily from interest income on marketable securities held in the Trust Account [118]. - The company generated interest income of $3,284,542 from marketable securities held in the Trust Account for the three months ended March 31, 2023 [118]. - Cash used in operating activities for the three months ended March 31, 2023 was $97,222, with net income affected by interest earned on marketable securities [120]. Marketable Securities - As of March 31, 2023, the company had marketable securities in the Trust Account totaling $313,074,997, consisting of U.S. Treasury Bills with a maturity of 185 days or less [120]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business [120]. Initial Public Offering (IPO) - The company raised gross proceeds of $300,000,000 from its Initial Public Offering, with an additional $13,850,000 from the sale of Private Placement Warrants [119]. - The company incurred total transaction costs of $17,204,107 related to the Initial Public Offering, including $5,760,000 in underwriting discounts [119]. Business Combination - The company has until October 19, 2023, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed [122]. - The company has committed $1,750,000 from its Sponsor to fund expenses related to identifying and evaluating target businesses [120]. Accounting Standards - ASU 2020-06, effective after December 15, 2023, simplifies accounting for convertible instruments and diluted earnings per share calculation [132]. - ASU 2016-13, adopted on January 1, 2023, requires financial assets to be presented at the net amount expected to be collected, with no material impact on financial statements [133]. - Management does not anticipate any other recently issued accounting standards to materially affect condensed financial statements [134]. Debt and Liabilities - The company does not have any long-term debt or off-balance sheet arrangements as of March 31, 2023 [123].

Financial Performance - For the year ended December 31, 2022, the company reported a net income of $886,918, consisting of interest income from bank of $1,848 and interest earned on marketable securities of $4,121,971, offset by total operating and formation costs of $2,050,410[305]. - As of December 31, 2022, the company had cash of $392,446 available for operational expenses and target business evaluations[310]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on January 19, 2022, raising gross proceeds of $300,000,000 from the sale of 30,000,000 Units, including an over-allotment option[306]. - The company incurred transaction costs of $17,204,107 related to the Initial Public Offering, which included $5,760,000 in underwriting discounts[306]. - The company has a deferred underwriting fee obligation of $10,500,000, payable upon the completion of its Initial Business Combination[306]. Trust Account and Marketable Securities - As of December 31, 2022, the company had marketable securities in the Trust Account totaling $309,790,455, primarily consisting of U.S. Treasury Bills[308]. - The company has committed to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds intended for working capital[309]. Business Combination Plans - The company intends to complete a Business Combination by April 19, 2023, or face mandatory liquidation if not extended by the Sponsor[314]. - The company plans to utilize $1,750,000 from its Sponsor to fund expenses related to identifying and selecting a target business[311]. Financial Obligations - The company has no off-balance sheet financing arrangements or long-term liabilities as of December 31, 2022[315].

Financial Performance - The company reported a net income of $652,421 for the three months ended September 30, 2022, primarily from interest income and unrealized gains on marketable securities[103]. - For the nine months ended September 30, 2022, the company incurred a net loss of $570,322, with operating costs amounting to $1,461,765 and interest income of $1,546,474[104]. Marketable Securities - As of September 30, 2022, the company held marketable securities in the Trust Account totaling $307,546,474, consisting of U.S. Treasury Bills[112]. Initial Public Offering - The company raised gross proceeds of $300,000,000 from its Initial Public Offering, with an additional $13,850,000 from the sale of Private Placement Warrants[106]. - Transaction costs related to the Initial Public Offering amounted to $17,204,107, including $5,760,000 in underwriting discounts[107]. Business Combination - The company has committed to using substantially all funds in the Trust Account to complete its Business Combination[113]. - The company must complete a Business Combination by April 19, 2023, or face mandatory liquidation[118]. Cash and Expenses - As of September 30, 2022, the company had cash of $189,031 available for operational expenses and target business evaluations[114]. - The company’s Sponsor has pledged $1,750,000 to cover expenses related to identifying and selecting a target business[115]. Accounting Standards - ASU 2020-06 simplifies accounting for convertible instruments and affects diluted earnings per share calculation[128]. - ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted[128]. - Management believes no other recently issued accounting standards will materially affect condensed financial statements[129]. Liabilities - There are no off-balance sheet arrangements or long-term liabilities recorded as of September 30, 2022[119].

Financial Performance - The company reported a net loss of $196,919 for the three months ended June 30, 2022, primarily due to operating and formation costs of $434,432 and a loss on marketable securities of $3,928[80]. - For the six months ended June 30, 2022, the net loss was $1,222,743, which included operating and formation costs of $927,969 and compensation expenses of $362,500[81]. - Cash used in operating activities for the six months ended June 30, 2022, was $962,865, influenced by various expenses including unrealized losses on marketable securities[86]. Initial Public Offering - The company raised gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units at $10.00 per Unit, along with an additional $13,850,000 from the sale of Private Placement Warrants[82]. - Total transaction costs related to the Initial Public Offering amounted to $17,204,107, including $5,760,000 in underwriting discounts[83]. Trust Account and Liquidity - As of June 30, 2022, the company held marketable securities in the Trust Account valued at $306,074,047, consisting of U.S. Treasury Bills[87]. - The company has committed to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[88]. - The company has a liquidity commitment of $1,750,000 from its Sponsor to cover expenses related to identifying and selecting a target business[90]. - The company has until April 19, 2023, to consummate a Business Combination, or it will face mandatory liquidation[93]. - There are no off-balance sheet arrangements or long-term liabilities recorded as of June 30, 2022[94]. Accounting Standards - ASU No. 2020-06 simplifies accounting for convertible instruments and is effective for fiscal years beginning after December 15, 2023[102]. - Management does not anticipate any material effect from recently issued accounting standards on condensed financial statements[103].

PART I - FINANCIAL INFORMATION [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements.) For Q1 2022, Atlantic Coastal Acquisition Corp. II reported a **$1.03 million** net loss, with **$306.9 million** in assets and a **$9.99 million** stockholders' deficit Condensed Balance Sheet Summary (as of March 31, 2022 vs. December 31, 2021) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$306.9 million** | **$361,372** | | Cash | $330,569 | $0 | | Marketable securities held in Trust Account | $305.8 million | $0 | | **Total Liabilities** | **$10.9 million** | **$338,165** | | Deferred underwriting fee payable | $10.5 million | $0 | | **Total Stockholders' (Deficit) Equity** | **($9.99 million)** | **$23,207** | | Series A common stock subject to possible redemption | $306 million | $0 | Statement of Operations for the Three Months Ended March 31, 2022 (Unaudited) | Metric | Amount | | :--- | :--- | | Loss from operations | ($493,537) | | Interest earned on marketable securities held in Trust Account | $121,891 | | Unrealized loss on marketable securities held in Trust Account | ($291,686) | | Compensation expense | ($362,500) | | **Net loss** | **($1.03 million)** | | Basic and diluted loss per share, Series A & B | ($0.03) | - For the three months ended March 31, 2022, stockholders' equity decreased from **$23,207** to a deficit of **($9.99 million)**. This was primarily driven by the remeasurement of Series A common stock to its redemption value, which resulted in a charge of **$30.8 million** against additional paid-in capital and accumulated deficit, and the net loss of **$1.03 million** for the period[8](index=8&type=chunk) Cash Flow Summary for the Three Months Ended March 31, 2022 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($927,324) | | Net cash used in investing activities | ($306 million) | | Net cash provided by financing activities | $307.3 million | | **Net Change in Cash** | **$330,569** | - Financing activities were driven by **$294.2 million** in net proceeds from the sale of Units and **$13.9 million** from the sale of Private Placement Warrants. Investing activities consisted entirely of placing **$306.0 million** into the Trust Account[10](index=10&type=chunk) - The company is a blank check company formed to effectuate a Business Combination and has until April 19, 2023 (15 months from its IPO closing) to do so, raising substantial doubt about its ability to continue as a going concern[11](index=11&type=chunk)[15](index=15&type=chunk)[17](index=17&type=chunk) - On January 19, 2022, the company consummated its Initial Public Offering (IPO) of **30 million units** at **$10.00 per unit**, generating gross proceeds of **$300 million**. Simultaneously, it sold **13.85 million Private Placement Warrants** for **$13.85 million**[11](index=11&type=chunk) - Following the IPO, **$306 million** (**$10.20 per Unit**) was placed in a Trust Account. Transaction costs totaled **$17.2 million**, including **$10.5 million** in deferred underwriting fees payable upon completion of a Business Combination[11](index=11&type=chunk)[43](index=43&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, **$1.03 million** net loss for Q1 2022, liquidity from **$306 million** in trust, and going concern doubts due to the business combination deadline - The company is a blank check company targeting a business combination in the financial services industry and related sectors, including mobility[65](index=65&type=chunk) Results of Operations for the Three Months Ended March 31, 2022 | Item | Amount | | :--- | :--- | | Net Loss | **$1.03 million** | | Operating and formation costs | **$493,537** | | Unrealized loss on marketable securities | **$291,686** | | Compensation expense | **$362,500** | | Interest income | **$121,899** | - As of March 31, 2022, the company had **$330,569** in cash for working capital and **$305.8 million** in marketable securities held in the Trust Account. The Sponsor has committed up to **$1.75 million** in working capital loans if needed[68](index=68&type=chunk) - Management has determined that the mandatory liquidation if a Business Combination is not consummated by April 19, 2023, raises substantial doubt about the company's ability to continue as a going concern[69](index=69&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) Disclosure regarding market risk is not required as the company qualifies as a smaller reporting company - Disclosure regarding market risk is not required as the company qualifies as a smaller reporting company[79](index=79&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2022, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[81](index=81&type=chunk) - There were no material changes to the company's internal control over financial reporting during the first quarter of 2022[82](index=82&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[83](index=83&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) There are no material changes from the risk factors disclosed in the company's most recent Form 10-K - There are no material changes from the risk factors disclosed in the company's most recent Form 10-K[83](index=83&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of **7.5 million** Founder Shares and **13.85 million** private placement warrants, and the use of **$306 million** IPO proceeds placed into a Trust Account - The company issued **7.5 million shares** of Series B common stock (Founder Shares) to its Sponsor and Initial Stockholders in a transaction exempt from registration under Section 4(a)(2) of the Securities Act[84](index=84&type=chunk) - Simultaneously with the IPO, the company sold **13.85 million private placement warrants** to the Sponsor at **$1.00 per warrant**, generating gross proceeds of **$13.85 million**[84](index=84&type=chunk) - From the IPO and private placement, **$306 million** was placed in the Trust Account. Total transaction costs were **$17.2 million**[84](index=84&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[85](index=85&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None reported[85](index=85&type=chunk) [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None reported[87](index=87&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, IPO agreements, and officer certifications - A list of exhibits filed with the Form 10-Q is provided, including corporate governance documents, agreements related to the IPO, and officer certifications[88](index=88&type=chunk)

Financial Performance - The company has not engaged in any operations or generated any revenues to date, with a net loss of $1,793 for the year ended December 31, 2021, primarily due to operating and formation costs [283]. Liquidity and Funding - As of December 31, 2021, the company had no cash and satisfied liquidity needs through $25,000 from the sale of Founder Shares and unsecured loans totaling $1,000,227 [284]. - The sponsor has committed to provide $1,750,000 to fund expenses related to investigating and selecting a target business [291]. - The company does not anticipate needing to raise additional funds prior to the initial business combination, but may require additional financing if costs exceed estimates [294]. Initial Public Offering (IPO) - The initial public offering (IPO) was consummated on January 19, 2022, raising gross proceeds of $300,000,000 from the sale of 30,000,000 units at $10.00 per unit [285]. - The company also sold 13,850,000 Private Placement Warrants at $1.00 per warrant, generating additional gross proceeds of $13,850,000 [286]. - Total transaction costs for the IPO amounted to $17,204,107, including an underwriting discount of $5,760,000 [287]. - As of January 19, 2022, offering costs totaling $17,204,107 were recorded, with $16,699,058 charged to temporary equity [296]. Trust Account and Use of Funds - Following the IPO, $306,000,000 was placed in a Trust Account, which will be used to complete the initial business combination [288]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence [290].