As filed with the U.S. Securities and Exchange Commission on November 28, 2025 Registration No. 333-291347 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2834 87-1013956 (I.R.S. Employer Identificat ...

Financial Performance - Total revenue for the three months ended September 30, 2025, was $0, a decrease of $0.2 million compared to $183,000 in the same period of 2024, representing a 100% decline [193]. - For the nine months ended September 30, 2025, total revenue was $0, a decrease of $0.2 million compared to $183,000 in 2024, also a 100% decline [200]. - Net loss for the three months ended September 30, 2025, was $1.657 million, a 21% improvement from a net loss of $2.093 million in 2024 [193]. - Net loss for the nine months ended September 30, 2025, was $8.528 million, a 119% increase from a net loss of $3.897 million in 2024 [200]. - The company had an accumulated deficit of $124.6 million as of September 30, 2025, and expects to incur operating losses in the foreseeable future [205]. Expenses - Research and development expenses for the three months ended September 30, 2025, were $243,000, down 62% from $642,000 in 2024, primarily due to personnel being on furlough since October 2024 [197]. - Research and development expenses for the nine months ended September 30, 2025, were $881,000, a decrease of 64% from $2.469 million in 2024 [202]. - General and administrative expenses decreased by $379,000 for the three months ended September 30, 2025, to $1,093,000, a 26% reduction compared to $1,472,000 in 2024 [198]. - General and administrative expenses increased by $810,000 for the nine months ended September 30, 2025, to $5.674 million, a 17% increase compared to $4.864 million in 2024 [203]. Cash Flow and Financing - As of September 30, 2025, the Company had cash of $328,000, which is insufficient to operate for at least 12 months, raising substantial doubt about its ability to continue as a going concern [212]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $5,386,000, a 3% increase compared to $5,215,000 for the same period in 2024 [217]. - Net cash provided by financing activities decreased by $1.8 million for the nine months ended September 30, 2025, totaling $2,711,000 compared to $4,495,000 in 2024 [218]. - The Company received net proceeds of $1.9 million from debt issuance and $688,000 from the sale of common stock during the nine months ended September 30, 2025 [218]. - The Company plans to seek additional funding through equity and debt financings, collaboration agreements, and research grants to finance its operations [212]. Compliance and Regulatory Issues - The merger with Atlantic Coastal Acquisition Corp. II was completed on November 13, 2024, resulting in the company being publicly traded on the Nasdaq Global Market [190]. - The Company received a notice from Nasdaq on April 2, 2025, indicating it no longer meets the minimum bid price requirement of $1.00 per share, with a compliance period until September 29, 2025 [206]. - On April 10, 2025, the Company was notified that it failed to meet the Market Value of Publicly Held Shares (MVPHS) requirement of $15 million and the Market Value of Listed Securities (MVLS) requirement of $50 million, with a compliance deadline of October 7, 2025 [207]. - The Company was granted continued listing on Nasdaq on November 10, 2025, subject to compliance with interim deadlines and conditions until March 30, 2026 [210]. Future Plans and Risks - The Company plans to advance preclinical activities and clinical trials for product candidates, including a Phase 1/2 trial for ABP-102 targeting HER2+ breast and gastric cancers [214]. - The Company faces risks related to obtaining marketing approvals, costs of patent enforcement, and the need for additional management personnel as it operates as a public company [216].

As filed with the U.S. Securities and Exchange Commission on November 7, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Abpro Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) (Primary Standard Industrial Delaware 2834 87-1013956 (I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) Classification Code Number) 100 Summit Drive ...

Financial Performance - For the three months ended June 30, 2025, research and development expenses decreased by 62% to $313,000 from $827,000 in the same period in 2024[204]. - General and administrative expenses increased by 29% to $1,948,000 for the three months ended June 30, 2025, compared to $1,513,000 in 2024[204]. - The net loss for the three months ended June 30, 2025, was $2,984,000, a 22% increase from the net loss of $2,440,000 in 2024[204]. - For the six months ended June 30, 2025, research and development expenses decreased by 65% to $638,000 from $1,827,000 in the same period in 2024[211]. - General and administrative expenses increased by 35% to $4,581,000 for the six months ended June 30, 2025, compared to $3,392,000 in 2024[211]. - The net loss for the six months ended June 30, 2025, was $6,871,000, a 281% increase from the net loss of $1,804,000 in 2024[211]. - The company did not generate any revenue during the three and six months ended June 30, 2025, and 2024[204][212]. Compliance and Listing Status - The Company received a notice indicating it no longer meets the Nasdaq MVPHS Requirement of $15 million, with its MVPHS falling below this threshold for the last 30 consecutive business days[219]. - The Company has until October 7, 2025, to regain compliance with the MVPHS Requirement, or it may face delisting from Nasdaq[220]. - The Company's Market Value of Listed Securities was below the minimum requirement of $50 million from February 20, 2025, to April 9, 2025, but this does not currently affect its listing status[221]. Cash Position and Financing - As of June 30, 2025, the Company had cash of $2,014, which is insufficient to operate for at least 12 months, highlighting the need for additional capital[225]. - Net cash used in operating activities decreased by $1.1 million to $(3,105) for the six months ended June 30, 2025, compared to $(4,218) in the same period of 2024, primarily due to increased accounts payable[230]. - Net cash provided by financing activities decreased by $1.4 million to $2,142 for the six months ended June 30, 2025, compared to $3,559 in the same period of 2024[231]. - The Company plans to finance its cash needs through equity offerings, debt financings, and collaborations, but there is no assurance of success in obtaining favorable terms[229]. Internal Controls - Management has identified material weaknesses in internal controls over financial reporting, which could lead to misstatements in financial statements[237]. - The Company is in the process of implementing enhanced review processes and formal written policies to address identified control deficiencies[241]. Future Plans - The company plans to initiate clinical trials for lead product candidate ABP-102 in the first half of 2026[199]. - The merger with Atlantic Costal Acquisition Corp. II was completed on November 13, 2024, resulting in the company being listed on the Nasdaq Global Market[200]. - As of June 30, 2025, the company had an accumulated deficit of $123.0 million[217].

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $3.9 million, a significant increase of 711% compared to a net income of $0.6 million for the same period in 2024[196]. - The company has an accumulated deficit of $120 million as of March 31, 2025, and expects to incur operating losses in the foreseeable future[204]. - The company did not generate any revenue during the three months ended March 31, 2025 and 2024, with future revenue generation dependent on successful drug development and commercialization[197]. Expenses - Research and development expenses decreased by $0.7 million to $0.325 million for the three months ended March 31, 2025, primarily due to personnel being on furlough since October 2024[201]. - General and administrative expenses increased by $0.8 million to $2.633 million for the three months ended March 31, 2025, largely due to increased costs associated with operating as a public company[202]. - The company expects to incur additional costs associated with operating as a public company following the merger, impacting future cash flow requirements[213]. - The company anticipates increased expenses related to clinical trials for product candidates, including planned Phase 1/2 trials for ABP-102 and Phase 1 trials for ABP-201[213]. - The company is required to implement additional financial and reporting systems to operate as a public entity, which will incur further expenses[213]. Cash Flow and Financing - As of March 31, 2025, the company had cash of $1.261 million, which is insufficient to operate for at least 12 months, indicating a need for additional capital[210]. - Net cash used in operating activities decreased by $1.1 million, from $2.8 million in Q1 2024 to $1.7 million in Q1 2025, representing a 40% reduction[215]. - Net cash provided by financing activities decreased by $2.2 million, from $2.3 million in Q1 2024 to $0.1 million in Q1 2025, a 94% decline[216]. - The company intends to seek additional funding through equity and debt financings, collaboration agreements, and research grants to support its operations[210]. - The company may finance cash needs through equity offerings, debt financings, and collaborations, which could dilute ownership interests[214]. Compliance and Regulatory Issues - The company is currently facing compliance issues with Nasdaq regarding minimum bid price and market value requirements, with a compliance period of 180 days to regain compliance[206][207]. - The company faces potential delays and increased costs in regulatory approvals for product candidates, which could impact development timelines[213]. - The company must establish sales and marketing capabilities for any product candidates that receive regulatory approval, influencing future operational costs[213]. Corporate Changes - The company completed a merger with Atlantic Costal Acquisition Corp. II, resulting in the change of its name to Abpro Holdings, Inc. and the commencement of trading on the Nasdaq Global Market on November 14, 2024[191]. Accounting and Reporting - The company’s financial statements are prepared in accordance with US GAAP, requiring estimates that may differ from actual results under varying conditions[217].

Merger and Financial Agreements - The merger between Atlantic Coastal Acquisition Corp. II and Legacy Abpro was completed on November 13, 2024, resulting in the issuance of approximately 50 million shares of New Abpro common stock[34]. - New Abpro entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. for up to $5 million, with the potential for additional share issuance under certain conditions[37]. - A Convertible Promissory Note for $3 million was issued with an 8% original issue discount, providing net proceeds of $2.755 million, maturing on November 13, 2025[39]. - The merger is accounted for as a reverse recapitalization, treating ACAB as the acquired company for financial reporting purposes[35]. - The agreement with Abpro Bio includes a $30 million equity investment and potential payments totaling approximately $540 million based on development and sales milestones[177][178]. - NJCTTQ has agreed to pay up to $405 million in milestones based on commercial approval and sales in its territory, with reciprocal low single-digit royalties[181]. Product Development and Clinical Trials - ABP-102 is designed to target HER2+ solid tumors and is expected to enter clinical trials in the first half of 2026, with a projected global HER2+ market growth to $12.1 billion by 2030 at a CAGR of 1.5%[50]. - ABP-201 is being developed for vascular diseases of the eye, with potential net sales milestones of up to $485 million and development milestones of up to $56.5 million from Abpro Bio[43]. - A Phase 1 clinical trial for ABP-201 is planned for the second half of 2026, focusing on Wet AMD, following a Phase 1/2 trial for ABP-102 in HER2+ breast and gastric cancers in the first half of 2026[64]. - Clinical trials for ABP-102 are planned to initiate in the first half of 2026, focusing on HER2+ breast and gastric cancers in partnership with Celltrion[100]. - ABP-201 is undergoing a Phase 1 clinical trial for wet age-related macular degeneration (Wet AMD) to evaluate safety and initial efficacy, with plans for a larger Phase 2 study following the identification of the maximum tolerated dose[135]. Market Potential and Competitive Landscape - The global breast cancer monoclonal antibodies market is projected to grow by USD 15 billion at a CAGR of 12.5% from 2022 to 2027, with North America expected to contribute 42% to this growth[97]. - In 2022, HER2 directed therapies generated approximately $10.3 billion in sales, with key products including PERJETA ($4.6 billion), KADCYLA ($2.3 billion), HERCEPTIN ($2.2 billion), and ENHERTU ($1.2 billion)[103]. - The global oncology therapeutics market is forecasted to reach $250 billion by 2024, growing at a CAGR of 12% from $143 billion in 2019[98]. - The global ophthalmology market is expected to grow from $51 billion in 2022 to $84 billion by 2030, at a CAGR of 6.4%[99]. - The market for DME and Wet AMD is significant, with over 94% of DME patients utilizing anti-VEGF intravitreal injections as of 2021[127]. - Eylea and Lucentis accounted for over $10.4 billion in worldwide sales in 2022, highlighting the competitive landscape for ocular therapies[133]. Technology and Innovation - The DiversImmune platform aims to generate high affinity and high specificity antibodies, addressing key bottlenecks in antibody therapeutics[75]. - The MultiMab platform allows for the construction of bi- and multi-specific antibody formats, optimizing product candidates for various diseases[80]. - ABP-102 features a dual-arm affinity-tuned construct for selective killing of HER2-high target cells, aiming to reduce "on-target, off-tumor" toxicity[51]. - The TetraBi antibody format of ABP-102 is designed to enhance therapeutic efficacy and safety by selectively activating T cells in the presence of tumor cells[52]. - ABP-201 utilizes dual inhibition of VEGF and ANG-2 to block angiogenesis, featuring four high-affinity binding sites for increased potency[56]. - The TetraBi antibody format includes an Fc region for longer circulating half-lives, potentially allowing for more convenient dosing for patients[95]. - The DiversImmune platform enables the generation of high-quality antibodies against difficult-to-target proteins, accelerating the discovery phase of new therapeutics[86]. - The B cell cloning platform isolates neutralizing antibodies to SARS-CoV-2 and other viruses, enhancing the company's therapeutic capabilities[87]. Regulatory and Compliance - The FDA's approval process for therapeutic biologics requires substantial time and financial resources, including the submission of a Biologics License Application (BLA)[202]. - The company must comply with Good Laboratory Practices (GLPs) and Good Clinical Practices (GCPs) during the development and testing of its product candidates[204]. - The FDA may refuse to accept a BLA if deemed incomplete, requiring resubmission with additional information[214]. - The Prescription Drug User Fee Act (PDUFA) mandates that each BLA must be accompanied by a significant user fee, which is adjusted annually[213]. - The FDA requires a Risk Evaluation and Mitigation Strategy (REMS) plan for certain products, which must be submitted with the Biologics License Application (BLA) if deemed necessary[216]. - The FDA may withdraw approval if regulatory compliance is not maintained post-approval, and new issues may arise that could restrict or withdraw the product from the market[217]. - Manufacturers must register with the FDA and are subject to periodic inspections to ensure compliance with current Good Manufacturing Practices (cGMP)[218]. - The Orphan Drug Act provides a seven-year exclusive marketing period for the first approved BLA for a drug treating a rare disease affecting fewer than 200,000 individuals in the U.S.[220]. - The Affordable Care Act (ACA) introduced new Medicaid rebate calculations and increased minimum rebates, impacting manufacturers' financial obligations[230]. - The Inflation Reduction Act of 2022 will reduce Medicare Part D beneficiaries' annual out-of-pocket maximum from $7,050 to $2,000 starting January 1, 2025[230]. - Third-party payors are increasingly scrutinizing drug prices and may limit coverage to specific products on an approved formulary, affecting sales potential[223]. - Companies may need to conduct pharmacoeconomic studies to demonstrate the medical necessity and cost-effectiveness of products to secure reimbursement[224]. - Compliance with healthcare laws, such as the Anti-Kickback Statute and the False Claims Act, is critical to avoid significant penalties and operational disruptions[229]. - Regulatory approval processes vary by country, and delays in one jurisdiction can negatively impact approvals in others[222]. Intellectual Property - The company holds two patent families for ABP-102, with expected expiration in 2042, and one patent family for ABP-110, expiring in 2033[191][192]. - The company has a patent family for ABP-150, with pending applications expected to expire in 2041[193]. - As of December 31, 2024, the company owns one patent family for the ABP-201 product candidate, expected to expire in 2042[194]. - The company has licensed three patent families from MedImmune/AstraZeneca, with patents in these families expected to expire before the commercialization of ABP-201[195]. - One licensed patent family includes three issued U.S. patents and is expected to expire in 2025[196]. - The second licensed patent family includes two issued U.S. patents and is expected to expire in 2037[197]. - The third licensed patent family also includes two issued U.S. patents and is expected to expire in 2037[198]. - The company plans to apply for patent term extensions upon receiving FDA approval for its product candidates, depending on clinical study lengths[199].

Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $335,100, with operating and formation costs of $391,686 and interest income of $84,240[216]. - For the nine months ended September 30, 2024, the company had a net loss of $1,722,675, consisting of operating and formation costs of $1,926,428 and interest income of $261,720[218]. - Net (loss) income per common share is calculated by dividing net (loss) income by the weighted average number of common stock outstanding for the period[242]. Initial Public Offering - The company generated 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[221]. - 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[222]. Cash and Funding - As of September 30, 2024, the company had cash held in the Trust Account of $7,721,206, with $29,728,990 redeemed and withdrawn in January 2024[225]. - The company has committed to provide $1,750,000 from its Sponsor to fund expenses related to identifying and selecting a target business[228]. - The company expects to seek additional funding through equity and debt financings to finance its operations and business combination efforts[234]. Debt and Liabilities - As of September 30, 2024, the company owed $160,000 under the Extension Promissory Notes, which may be repaid or converted into Series A common stock[230]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[237]. Going Concern - Management has expressed substantial doubt regarding the company's ability to continue as a going concern within one year after the issuance of the financial statements[235]. Accounting Standards - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and guidance in ASC 480 and ASC 815, with current assessment indicating warrants meet criteria for equity classification[241]. - The FASB issued ASU No. 2023-09, which will require additional disclosures in income tax rate reconciliation, effective for annual periods beginning after December 15, 2024[244]. - The company is currently reviewing the impact of ASU 2023-09 on its financial statements[244]. - Management believes that no other recently issued accounting standards would have a material effect on the financial statements if adopted[245]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[246].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $338,851, with operating and formation costs of $393,674 and provision for income taxes of $26,173, partially offset by interest income of $80,957 [140]. - For the six months ended June 30, 2024, the company had a net loss of $1,387,575, consisting of operating and formation costs of $1,534,742 and provision for income taxes of $30,313, offset by interest income of $176,594 [142]. Initial Public Offering - The company generated 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 [144]. - The company incurred transaction costs of $17,204,107 related to the Initial Public Offering, including $5,760,000 in underwriting fees and $10,500,000 in deferred underwriting fees [145]. Cash and Liquidity - As of June 30, 2024, the company had cash held in the Trust Account of $7,619,044, with $29,728,990 redeemed and withdrawn in January 2024 [149]. - As of June 30, 2024, the company had cash of $236,779 available outside the Trust Account for operational expenses and target business evaluations [152]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and may need to raise additional capital through loans or investments [159]. Business Combination - The company has until September 19, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed [161]. - The company has committed to provide $1,750,000 from its Sponsor to fund expenses related to investigating and selecting a target business [153]. Accounting and Financial Reporting - The company has no off-balance sheet financing arrangements or long-term liabilities other than the deferred underwriting fees contingent on the completion of a Business Combination [162]. - The company accounts for common stock subject to possible redemption as temporary equity, presenting it at redemption value outside of stockholders' equity [166]. - Warrants are classified as equity instruments based on specific terms and are recorded within stockholders' deficit [167]. - Net (loss) income per common share is calculated by dividing net (loss) income by the weighted average number of common stock outstanding for the period [168]. - The FASB issued ASU No. 2023-09, which will require additional disclosures in income tax rate reconciliation effective for annual periods beginning after December 15, 2024 [169]. - Management believes that no recently issued accounting standards will have a material effect on the financial statements [170].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $1,048,724, primarily due to operating and formation costs of $1,141,068 [76]. - Interest income from cash and marketable securities held in the Trust Account for the same period amounted to $95,637 [76]. - As of March 31, 2024, the company had cash of $10,613 available for operational expenses [85]. - The company has incurred significant costs in pursuit of its acquisition plans and may need to raise additional capital to meet working capital needs [91]. Initial Public Offering - The company generated gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units at $10.00 per Unit [78]. - Total transaction costs related to the Initial Public Offering were $17,204,107, including $5,760,000 in underwriting discounts and $10,500,000 in deferred underwriting fees [79]. Trust Account and Business Combination - As of March 31, 2024, cash held in the Trust Account was $7,508,088, with $29,728,990 redeemed and withdrawn in January 2024 [82]. - The company has committed to use substantially all funds in the Trust Account to complete a Business Combination [84]. - The company has until July 19, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed [93]. Financial Instruments - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' equity [98]. - Warrants are classified as equity instruments based on specific terms and are recorded within stockholders' deficit [99]. Accounting Standards - Net (loss) income per common share is calculated by dividing net (loss) income by the weighted average number of common stock outstanding for the period [100]. - The FASB issued ASU No. 2023-09, which will require additional disclosures in income tax rate reconciliation effective for annual periods beginning after December 15, 2024 [101].

Company Overview - The company is a blank check company with no operating history and no revenue, making it difficult for investors to evaluate its ability to achieve business objectives [98]. - The company has net tangible assets exceeding $5,000,000, exempting it from certain SEC rules protecting investors in blank check companies [157]. Compliance and Regulatory Risks - The company has identified a material weakness in its disclosure controls and procedures as of September 30, 2023, which remains unremedied as of December 31, 2023 [115]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements and restrictions on its activities, potentially affecting its ability to complete an initial business combination [102]. - The SEC has issued final rules that may increase costs and time needed to complete the business combination, effective July 1, 2024 [111]. - Compliance with the Sarbanes-Oxley Act may require substantial financial and management resources, increasing the time and costs of completing a business combination [267]. Financial Considerations - The company has instructed the Trustee to liquidate U.S. government securities in the Trust Account and hold funds in cash, which may reduce the amount public stockholders receive upon liquidation [104]. - If the initial business combination is not completed by March 19, 2024, public stockholders may receive approximately $10.20 per share upon liquidation of the trust account [128]. - The proceeds in the trust account could be reduced below $10.20 per share due to third-party claims, impacting the redemption amount for stockholders [130]. - The company may incur substantial costs in investigating potential acquisitions, which would not be recoverable if the acquisition does not proceed [194]. - The company may require additional financing to fund operations or growth of the target business, which could adversely affect its development [263]. Shareholder and Stockholder Issues - The company’s stockholders may be held liable for claims by third parties against it to the extent of distributions received, which could be viewed as preferential transfers in bankruptcy [121]. - Stockholders holding over 15% of the issued shares may lose the ability to redeem those excess shares without prior consent from the company [161]. - Public stockholders may be incentivized to redeem their shares at the time of the initial business combination, which could complicate the completion of the transaction [147]. - If public stockholders exercise their redemption rights, the company may not meet the minimum cash requirements needed to consummate an initial business combination [252]. - If the initial business combination is not completed, public stockholders may only receive $10.20 per share or potentially less upon redemption [262]. Business Combination Challenges - The company’s management team has a history of past performance that may not be indicative of future success in identifying suitable candidates for business combinations [99]. - The company may face challenges maintaining its listing on Nasdaq if its founders or affiliates purchase shares in the open market, reducing the public float [152]. - The company may only be able to complete one business combination with the proceeds from the initial public offering, leading to a lack of diversification that may negatively impact operations and profitability [227]. - Increased competition among special purpose acquisition companies (SPACs) for attractive targets may lead to higher costs and difficulties in finding suitable acquisition opportunities [237]. - The company may face challenges in completing initial business combinations due to the lack of diversification, which could expose it to significant economic, competitive, and regulatory risks [232]. Conflicts of Interest - The personal and financial interests of the company's founders, executive officers, and directors may influence their motivation in identifying and selecting a target business combination [220]. - The company may face conflicts of interest due to its officers and directors being affiliated with other entities engaged in similar business activities [214]. - The company has not adopted a policy prohibiting its directors and executive officers from having financial interests in investments to be acquired or disposed of, which may present additional conflicts of interest [218]. Market and Economic Conditions - The company may face increased market volatility and uncertainty due to geopolitical conflicts, which could adversely affect its ability to raise financing [177]. - The market for directors and officers liability insurance has become less favorable, increasing costs and complicating negotiations for initial business combinations [239]. Miscellaneous - The company may amend the terms of the public warrants with the approval of at least 50% of the holders, potentially affecting the interests of warrant holders [140]. - The company may issue additional shares of Series A common stock or preferred stock to complete the initial business combination, which could significantly dilute the equity interest of existing investors [221]. - The company has authorized the issuance of up to 100,000,000 shares of Series A common stock, with 91,832,610 shares available for issuance as of December 31, 2023 [222]. - The company may issue a substantial number of additional shares to complete the initial business combination or under an employee incentive plan, which could dilute existing stockholder interests [223]. - The absence of a specified maximum redemption threshold may facilitate the consummation of initial business combinations even if a majority of stockholders disagree [246].