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 received an initial milestone payment of $2 million from Celltrion under a collaboration agreement, with potential net sales milestone payments of up to $1.75 billion and development milestone payments of up to $4 million[42]. - 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 to YA, with net proceeds of $2.755 million and a maturity date of November 13, 2025[39]. - The Forward Purchase Agreement with YA involved the purchase of 100,000 shares at approximately $11.36 per share, totaling around $1.1 million[38]. - The collaboration with Abpro Bio for ABP-201 includes an initial equity investment of $30 million and potential net sales milestones of up to $485 million[43]. - AbMed is responsible for operational activities and bears all costs necessary to operate under the collaboration with AstraZeneca, which includes up to $244 million in milestone payments[168]. - The agreement with Celltrion includes a 50/50 profit split from commercialization, with potential payments totaling over $1.75 billion in development and sales milestones[174]. - Abpro Bio has agreed to pay a low double-digit percentage royalty in the low teens, with potential payments totaling approximately $540 million based on development and sales milestones[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 targets vascular diseases of the eye and features dual inhibition of VEGF and ANG-2, with four high-affinity binding sites for increased potency[56]. - A Phase 1 clinical trial for ABP-201 is planned for the second half of 2026, focusing on wet age-related macular degeneration[64]. - ABP-102 is set to enter Phase 1/2 clinical trials in the first half of 2026, targeting HER2+ breast and gastric cancers[64]. - ABP-102 is expected to initiate clinical trials in the first half of 2026, focusing on HER2+ breast and gastric cancers[100]. - ABP-201 is undergoing a Phase 1 multiple-ascending dose evaluation for safety and initial efficacy in patients with wet age-related macular degeneration (Wet AMD) with plans for a larger Phase 2 study following the identification of the maximum tolerated dose[135]. - The company plans to initiate Phase 1/2 clinical trials for ABP-102 in HER2+ solid tumors, including breast and gastric cancer, in collaboration with Celltrion[122]. Market Opportunities and Projections - 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 contributing 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 global market for DME and Wet AMD treatments is significant, with Eylea and Lucentis accounting for over $10.4 billion in worldwide sales in 2022[133]. - DME is projected to affect nearly 592 million people worldwide by 2042, increasing the burden on healthcare resources[131]. - The global liver cancer therapeutics market is projected to reach $12.9 billion by 2030, with ABP-110 targeting GPC3 and CD3 for hepatocellular carcinoma expected to enter clinical trials in the first half of 2027[153]. - The global gastric cancer market is projected to reach $13.1 billion by 2029, with ABP-150 targeting claudin 18.2 and CD3 also expected to initiate clinical trials in the first half of 2027[160]. Research and Development Capabilities - The leadership team has extensive experience from companies like Celgene, LG Chem, and Moderna, enhancing the company's capabilities in antibody development[59]. - The DiversImmune and MultiMab platforms are utilized for developing next-generation antibody therapeutics, enhancing specificity and efficacy in treatment[44][45]. - The DiversImmune platform aims to generate high affinity and specificity antibodies rapidly, addressing key bottlenecks in the antibody therapeutics industry[75]. - The MultiMab platform allows for the construction of diverse bi- and multi-specific antibody formats, optimizing product candidates for various diseases[80]. - The B cell cloning platform isolates neutralizing antibodies to SARS-CoV-2 and other viruses, enhancing the company's therapeutic capabilities[87]. - The engineered design of ABP-102 promotes selectivity for T cell activation and killing of HER2-high and intermediate target cells, enhancing its therapeutic index[109][117]. Regulatory and Compliance Challenges - The FDA's approval process for therapeutic products requires substantial time and financial resources, including compliance with various regulations[202]. - The company must submit a Biologics License Application (BLA) to the FDA, which includes results from nonclinical studies and clinical trials[213]. - The FDA reviews the BLA to determine if the proposed product is safe, potent, effective, and manufactured in accordance with current Good Manufacturing Practices (cGMP)[214]. - The company may face administrative or judicial sanctions if it fails to comply with U.S. regulatory requirements during the product development or approval process[203]. - The FDA requires a Risk Evaluation and Mitigation Strategy (REMS) plan for certain product approvals, which must be submitted by the sponsor if deemed necessary[216]. - The FDA may withdraw approval if compliance with regulatory requirements is not maintained post-approval, potentially leading to market withdrawal of the product[217]. - Therapeutic manufacturers must register with the FDA and are subject to periodic inspections to ensure compliance with current Good Manufacturing Practices (cGMP)[218]. Intellectual Property and Licensing - 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 owns 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]. Employment and Operational Structure - The company currently has six full-time employees, three of whom are engaged in research and development activities, and three hold M.D. or Ph.D. degrees[238]. - The company occupies approximately 13,974 square feet of office and laboratory space in Woburn, Massachusetts, under a lease expiring on September 30, 2025[239]. - The company also occupies approximately 2,800 square feet of office and laboratory space in Burlington, Massachusetts, under a lease expiring on April 30, 2025, primarily for research and development activities[239]. - There are currently nine furloughed employees, and none of the employees are represented by a labor union or covered by a collective bargaining agreement[238]. Market and Legislative Environment - The company anticipates that healthcare reform measures may result in more rigorous coverage criteria and additional downward pressure on product pricing[235]. - Legislative changes in the U.S. are focused on increasing transparency in drug pricing and reducing costs under Medicare, which may impact the company's product candidates[233]. - The company is subject to potential revenue generation challenges due to healthcare reforms that may affect anticipated revenue from successfully developed product candidates[237]. - The implementation of cost containment measures may hinder the company's ability to achieve profitability or commercialize products[237]. - The company is monitoring ongoing legislative and regulatory proposals that could broaden healthcare availability and lower costs, which may impact its operations[237].

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, with operating and formation costs totaling $1,926,428[218]. - The company incurred cash used in operating activities of $775,992 for the nine months ended September 30, 2024, with a net loss of $1,722,675[232]. - The company has substantial doubt regarding its ability to continue as a going concern within one year after the issuance of its financial statements[235]. Cash Position - As of September 30, 2024, the company had cash held in the Trust Account of $7,721,206, following a redemption of $29,728,990 in January 2024[225]. - As of September 30, 2024, the company had cash of $13,597 available for operational expenses and target business evaluations[227]. - The company has received a commitment from its Sponsor to provide $1,750,000 for working capital and transaction costs related to a Business Combination[228]. 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[221]. - Transaction costs related to the Initial Public Offering amounted to $17,204,107, including $5,760,000 in underwriting discounts and $10,500,000 in deferred underwriting fees[222]. Accounting and Reporting - The company accounts for warrants as equity-classified instruments based on specific terms and guidance, meeting criteria for equity classification[241]. - 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]. - 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]. - Management believes that no recently issued accounting standards will have a material effect on the financial statements[245]. Off-Balance Sheet Financing - The company has no off-balance sheet financing arrangements as of September 30, 2024[237].

Group 1 - Monteverde & Associates PC is investigating Atlantic Coastal Acquisition Corp. II regarding its proposed merger with Abpro Merger Sub Corp, where each share of Abpro common stock will convert into 2.06 shares of Atlantic Coastal common stock [1] - Monteverde & Associates PC has been recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report, indicating its successful track record in recovering money for shareholders [1] - The firm operates from the Empire State Building in New York City and emphasizes its experience in litigating class action securities cases [1][2] Group 2 - The firm encourages shareholders with concerns about the merger to contact them for additional information free of charge [2] - Monteverde & Associates PC highlights the importance of selecting a law firm that actively files class actions and has a history of recovering funds for shareholders [2]

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[154]. - 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[154]. 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[156]. - The company incurred transaction costs of $17,204,107 related to its Initial Public Offering, including $5,760,000 of underwriting fees and $10,500,000 of deferred underwriting fees[157]. Cash and Funding - 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[161]. - As of June 30, 2024, the company had cash of $236,779 available for identifying and evaluating target businesses[163]. - The company intends to use substantially all funds held in the Trust Account to complete a Business Combination and for working capital of the target business[162]. - The company has committed to provide $1,750,000 from its Sponsor to fund expenses related to investigating and selecting a target business[164]. Business Combination - The company has until September 19, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[171]. Accounting Policies and Standards - The company has identified critical accounting policies that affect reported amounts of assets and liabilities, as well as income and expenses during the reporting periods[175]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' equity[176]. - Warrants are assessed for classification as either equity or liability instruments based on specific terms and applicable guidance, with current warrants meeting criteria for equity classification[177]. - 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[178]. - 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[179]. - The company is reviewing the impact of ASU 2023-09 but does not believe other recently issued accounting standards will materially affect financial statements[179]. - The company does not have any quantitative and qualitative disclosures about market risk as it is not required for smaller reporting companies[180].

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[96]. - The company generated interest income of $95,637 from cash and marketable securities held in the Trust Account for the same period[96]. - The company incurred cash used in operating activities of $263,925 for the three months ended March 31, 2024, compared to $97,222 for the same period in 2023[106]. - 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[118]. Cash and Securities - As of March 31, 2024, the company had cash held in the Trust Account amounting to $7,508,088, following a redemption of $29,728,990 in January 2024[101]. - As of March 31, 2024, the company had cash of $10,613 available outside the Trust Account for operational expenses[103]. Initial Public Offering - The company raised gross proceeds of $300,000,000 from its Initial Public Offering, which included the sale of 30,000,000 Units at $10.00 per Unit[97]. - Total transaction costs related to the Initial Public Offering amounted to $17,204,107, including $5,760,000 in underwriting discounts and $10,500,000 in deferred underwriting fees[98]. Business Combination and Liquidation - The company has until July 19, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[111]. Commitments and Financing - The company has committed to provide $1,750,000 from its Sponsor to fund expenses related to identifying and selecting a target business[104]. - The company has no off-balance sheet financing arrangements as of March 31, 2024[112]. Accounting and Reporting Standards - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' equity[116]. - Warrants are classified as equity instruments based on specific terms and are recorded within stockholders' deficit[117]. - 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[119]. - The company is reviewing the impact of ASU 2023-09 but does not believe other recently issued accounting standards will materially affect financial statements[119].

Core Viewpoint - Atlantic Coastal Acquisition Corp. II has received a notification from Nasdaq regarding non-compliance with listing requirements due to the failure to file its Quarterly Report on Form 10-Q for the period ended March 31, 2024 [1] Group 1: Company Compliance Status - The Company was notified on June 3, 2024, that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) [1] - The notification does not have an immediate effect on the listing of the Company's securities on Nasdaq [1] - The Company has 60 calendar days from the date of the notice to submit a specific plan to Nasdaq to achieve and sustain compliance [1] Group 2: Company Actions - The Company is actively working to finalize its financial statements to be included in the 10-Q [1] - The Company expects to file the 10-Q in the coming weeks [1] Group 3: Company Background - Atlantic Coastal Acquisition Corp. II is a special purpose acquisition company that closed its IPO and listed on Nasdaq on January 13, 2022 [2] - The leadership team includes Chairman and CEO Shahraab Ahmad, President and Director Burt Jordan, CSO and Director Tony Eisenberg, and CFO and Director Jason Chryssicas [2]

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $2,821,459, which includes interest income of $5,754,715 from cash and marketable securities held in the Trust Account[297]. - Cash used in operating activities for the year ended December 31, 2023, was $3,845,177, with net income affected by interest earned on cash and marketable securities[307]. 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[298]. - 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[299]. Trust Account and Cash Management - As of December 31, 2023, the company had cash and marketable securities in the Trust Account amounting to $37,101,441, with $29,728,990 redeemed and withdrawn in January 2024[301]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital needs thereafter[303]. - The company has incurred significant costs in pursuit of its acquisition plans and may need to raise additional capital to meet its working capital needs[310]. - As of December 31, 2023, the company owed $160,000 under Extension Promissory Notes issued to the Sponsor to extend the time for completing a business combination[306]. Business Combination Timeline - The company has until April 19, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[311]. Accounting Standards - The FASB issued ASU No. 2023-09, effective for annual periods beginning after December 15, 2024, requiring additional disclosures in income tax rate reconciliation[319]. - ASU 2020-06 simplifies accounting for convertible instruments and is effective for fiscal years beginning after December 15, 2023, with early adoption permitted[320]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[321]. - Management believes that no other recently issued accounting standards will materially affect the financial statements[322]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[313].

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]