[8-K] Abpro Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Abpro Holdings reported results of its 2025 annual meeting of stockholders. A 1-for-30 reverse stock split was approved. Ian McDonald was elected as a Class I director until the 2028 annual meeting, and Wolf & Company, P.C. was ratified as independent auditor for the fiscal year ending December 31, 2025.

Voting details: Ian McDonald received 30,544,989 votes for, with 8,122,953 withheld and 10,863,999 broker non-votes. Auditor ratification received 48,873,247 votes for, 380,320 against, and 278,374 abstentions. The reverse stock split at a ratio of 1-for-30 was approved with 26,657,935 votes for.

On the record date, there were 80,166,667 shares outstanding. A quorum was established with 49,531,941 votes represented, approximately 61.8% of eligible votes.

Insights

Corporate governance analyst

Routine annual meeting actions; reverse split approval granted.

Abpro’s stockholders completed standard governance items: electing one Class I director and ratifying the auditor. The additional approval to amend the charter permits a 1-for-30 reverse stock split, which can consolidate shares without changing overall value.

The vote totals indicate quorum at approximately 61.8% of outstanding shares. The reverse split authorization provides the company with the ability to implement the split if and when it chooses, consistent with the approved ratio.

Subsequent disclosures may detail the effective timing and mechanics of the reverse split and any related adjustments to trading price or outstanding share count if implemented.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 10, 2025

Abpro Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41224		87-1013956
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Summit Drive Burlington, MA		01803
(Address of principal executive offices)		(Zip Code)

1-800-396-5890

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Shares of Common Stock, par value $0.0001 per share		ABP		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		ABPWW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Summary of Proposals Submitted to Stockholders

On October 10, 2025, Abpro Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on September 8, 2025, and amended on October 6, 2025 (the “Proxy Statement”):

Proposal 1:	The election of one director to serve as a Class I director until the 2028 annual meeting of stockholders.
Proposal 2:	The ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 3:	The approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio of 1 for 30 (the “Reverse Stock Split”).

Voting Results

On the record date, there were 81,150,000 shares of the Company’s common stock, par value $0.0001 per share (“common stock”), issued and 80,166,667 shares outstanding, entitled to 80,166,667 votes. Of the 80,166,667 votes that were eligible to be cast by the holders of common stock at the Annual Meeting, 49,531,941 votes, or approximately 61.8% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:

Proposal 1: Election of Directors.

The Company’s stockholders elected the following director to serve as a Class I director until the 2028 annual meeting of stockholders. The votes regarding the election of this director were as follows:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Ian McDonald		30,544,989		8,122,953		10,863,999

Proposal 2: Ratification of Appointment of Wolf & Company, P.C.

The Company’s stockholders ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
48,873,247		380,320		278,374		-

Proposal 3: Approval of the Reverse Stock Split.

The Company’s stockholders approved the proposal to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split. The votes regarding this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,657,935		-		-		-

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABPRO HOLDINGS, INC.
	By:	/s/ Miles Suk
	Name:	Miles Suk
	Title:	Chief Executive Officer
Dated: October 14, 2025

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FAQ

What did ABP shareholders approve regarding the capital structure?

Shareholders approved a 1-for-30 reverse stock split of common stock.

Who was elected to Abpro Holdings' board at the 2025 meeting?

Ian McDonald was elected as a Class I director until the 2028 annual meeting with 30,544,989 votes for.

Was the auditor ratified for Abpro Holdings (ABP)?

Yes. Wolf & Company, P.C. was ratified with 48,873,247 votes for, 380,320 against, and 278,374 abstentions.

What were the quorum and record date figures for ABP's 2025 meeting?

A quorum of 49,531,941 votes was present (61.8%). Shares outstanding on the record date were 80,166,667.

What are ABP’s trading symbols and listed securities?

Common stock trades as ABP and warrants as ABPWW on The Nasdaq Stock Market LLC.

How many votes supported the reverse stock split for ABP?

The reverse split was approved with 26,657,935 votes for.