UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-41224

Abpro Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-1013956

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 Summit Drive

Burlington, MA 01803

(Address of principal executive offices)

1-800-396-5890

(Issuer’s telephone number)

68 Cummings Park Drive

Woburn, MA 01801

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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 $3.83	ABPWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2025, there were 81,150,000 and 80,166,667 shares of common stock, par value $0.0001 per share, issued and outstanding, respectively.

ABPRO HOLDINGS, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements (Unaudited)		1
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024		1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024		2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2025 and 2024		3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024		4
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		37
Item 4. Controls and Procedures		37
Part II. Other Information		38
Item 1. Legal Proceedings		38
Item 1A. Risk Factors		38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 3. Defaults Upon Senior Securities		40
Item 4. Mine Safety Disclosures		40
Item 5. Other Information		40
Item 6. Exhibits		41
Part III. Signatures		42

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ABPRO HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except for share and per share data)

(Unaudited)

	June 30,			December 31,
	2025			2024

Assets
Current assets:
Cash	$	2,014		$	2,850
Accounts receivable		342			323
Prepaid expenses and other current assets		697			306
Forward purchase agreement asset		-			155
Restricted cash		15			142
Total current assets		3,068			3,776

Property and equipment, net		27			37
Right-of-use asset - operating lease		137			418
Security deposits		66			66
Patents, net		172			176
SEPA put rights asset		13			188
Total assets	$	3,483		$	4,661

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	5,266		$	3,936
Accrued expenses		8,020			7,496
Excise taxes payable		4,401			4,401
Operating lease liability, current		149			456
Income taxes payable		425			366
Note payable		170			-
Notes payable – related parties		147			147
Convertible notes		1,759			2,725
Embedded derivative liability		93			80
Total current liabilities		20,430			19,607

Commitments and Contingencies (Note 9)

Stockholders’ deficit:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, $0.0001 par value; 110,000,000 shares authorized; 67,385,193 and 51,815,765 shares issued, 66,401,860 and 50,832,432 shares outstanding at June 30, 2025 and December 31, 2024, respectively		7			5
Treasury stock, 983,333 shares at cost		-			-
Additional paid-in capital		105,471			100,603
Accumulated deficit		(122,974	)		(116,103	)
Total Abpro Holdings, Inc.’s stockholders’ deficit		(17,496	)		(15,495	)
Non-controlling interest		549			549
Total stockholders’ deficit		(16,947	)		(14,946	)
Total liabilities and stockholders’ deficit	$	3,483		$	4,661

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ABPRO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024

Operating expenses:
Research and development	$	313		$	827		$	638		$	1,827
General and administrative		1,948			1,513			4,581			3,392
Total operating expenses		2,261			2,340			5,219			5,219

Loss from operations		(2,261	)		(2,340	)		(5,219	)		(5,219	)

Other (expense) income:
Other income		200			-			200			3,556
Change in fair value of forward purchase agreement asset		-			-			(23	)		-
Change in fair value of SEPA put rights asset		(19	)		-			(175	)		-
Change in fair value of embedded derivative liability		(592	)		-			(623	)		-
Loss on settlement of convertible notes		(144	)		-			(144	)		-
Interest income		6			1			24			2
Interest expense		(174	)		(101	)		(911	)		(143	)
Total other (expense) income, net		(723	)		(100	)		(1,652	)		3,415
Net loss	$	(2,984	)	$	(2,440	)	$	(6,871	)	$	(1,804	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.13	)	$	(0.13	)	$	(0.09	)

Weighted averages shares outstanding
Weighted average shares outstanding - basic and diluted		57,517,379			19,200,237			54,238,124			19,190,652

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ABPRO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands except share and per share data)

(Unaudited)

	Series A Redeemable, Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Series D Convertible Preferred Stock				Series E Convertible Preferred Stock				Series F Convertible Preferred Stock				Total Convertible Preferred Stock		Common Stock				Treasury Stock					Additional Paid-In		Accumulated			Total Abpro’s Stockholders’			Non-controlling		Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount		Shares		Amount		Shares			Amount		Capital		Deficit			Deficit			Interest		Deficit
Balances, as of December 31, 2024		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-	$	-		51,815,765	$	5		(983,333	)	$	-	$	100,603	$	(116,103	)	$	(15,495	)	$	549	$	(14,946	)

Common stock issued for services		-		-		-		-		-		-		-		-		-		-		-		-		-		150,000		-		-			-		-		-			-			-		-

Warrants issued to related party lender		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		714		-			714			-		714

Share-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		308		-			308			-		308

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-		(3,887	)		(3,887	)		-		(3,887	)

Balances, as of March 31, 2025		-		-		-		-		-		-		-		-		-		-		-		-		-		51,965,765		5		(98

SEC Form 10-Q filed by Abpro Holdings Inc