Abpro Holdings (ABP) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 16, 2024, to vote on extending the deadline to complete a business combination from September 19, 2024, to October 19, 2024, with a possible further extension to November 19, 2024, if requested by the Sponsor and approved by the Board.

• The extension is sought due to insufficient time to complete the proposed business combination with Abpro Corporation before the original deadline.

• If the extension is approved, the Sponsor will deposit $0.025 per public share not redeemed for each month of extension into the Trust Account.

• If the extension is not approved and no business combination is completed by September 19, 2024, the company will redeem all public shares and proceed to liquidation.

Voting matters and shareholder proposals

• Two proposals are up for vote: (1) the Charter Amendment Proposal to extend the business combination deadline, and (2) the Adjournment Proposal to allow the meeting to be adjourned if more time is needed to solicit votes.

• Approval of the Charter Amendment Proposal requires at least 65% of outstanding shares entitled to vote; the Adjournment Proposal requires a majority of votes cast.

• Shareholders may redeem their public shares for cash in connection with the extension, regardless of how they vote.

• The Board unanimously recommends voting “FOR” both proposals.

Board of directors and corporate governance

• The Board retains the right to abandon the Charter Amendment at any time, even if approved by shareholders.

• The Sponsor and directors are not eligible to vote their shares at the Special Meeting.

• The Board believes the extension is in the best interests of shareholders to allow more time for a business combination.