0001213900-24-111919 | S-1 | XBRL Viewer

Related Party Transactions (Details)							3 Months Ended	9 Months Ended	12 Months Ended
Related Party Transactions (Details)	Aug. 16, 2024 USD ($)	Apr. 18, 2024 shares	Jan. 19, 2022 USD ($) $ / shares shares	Jan. 13, 2022 shares	Dec. 01, 2021 USD ($) $ / shares shares	Oct. 25, 2021 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Sep. 19, 2024 $ / shares	May 30, 2024 USD ($)	Dec. 18, 2023 $ / shares	Dec. 15, 2023 $ / shares	Dec. 12, 2023 USD ($)	Dec. 11, 2023 USD ($)	Dec. 08, 2023 USD ($)	Nov. 14, 2023 USD ($)	Oct. 14, 2023 USD ($) $ / shares	Apr. 18, 2023 shares
Related Party Transactions [Line Items]
Offering costs			$ 17,204,107
Number of shares forfeited (in Shares) \| shares				3,750
Stock shares issued during the period for services value (in Shares) \| shares		1,100,000						983,333	30,000,000
Shares granted (in Shares) \| shares								50,000
Shares issued price per share (in Dollars per share) \| $ / shares									$ 9.2		$ 11.29
Stock-based compensation expense										$ 362,500
Promissory note	$ 103,000
Repayment amount	206,000
Trust account			$ 306,000,000
Promissory Note [Member]
Related Party Transactions [Line Items]
Principal amount	$ 103,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Description of stock split				On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Note 7).
Common stock, shares outstanding (in Shares) \| shares				7,503,750
Stock split ratio						1.044
Fee Shares [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services shares					$ 362,500
Expense Advancement Agreement [Member]
Related Party Transactions [Line Items]
Principal amount												$ 160,000
Agree to advance from related party												160,000
withdrawal amount												440,000
Sponsor [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services value (in Shares) \| shares							600,601
Fund tax obligations									$ 1,655,000						$ 15,000	$ 1,630,000	$ 10,000
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transactions [Line Items]
Finance transaction costs							$ 1,750,000	$ 1,750,000
Additional warrants							$ 1,500,000	$ 1,500,000
Warrant per share (in Dollars per share) \| $ / shares							$ 1	$ 1
Working capital loans outstanding							$ 0	$ 0	0
Sponsor [Member] \| Extension Promissory Notes [Member]
Related Party Transactions [Line Items]
Principal amount																		$ 80,000	$ 80,000
Trust account																			80,000
Sponsor [Member] \| Loans Payable [Member]
Related Party Transactions [Line Items]
Trust account																			80,000
Borrowings																			160,000
Sponsor [Member] \| Expense Advancement Agreement [Member]
Related Party Transactions [Line Items]
Agree to advance from related party												$ 600,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Transactions [Line Items]
Principal amount						$ 250,000
Sponsor [Member] \| Promissory Note [Member] \| Loans Payable [Member]
Related Party Transactions [Line Items]
Principal amount																			$ 80,000
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transactions [Line Items]
Finance transaction costs									1,750,000
Additional warrants									$ 1,500,000
Warrant per share (in Dollars per share) \| $ / shares									$ 1
Related Party [Member]
Related Party Transactions [Line Items]
Due from related party							103,000	103,000
Extension promissory note - related party							160,000	160,000	160,000
Advance from related parties							$ 2,270,051	$ 2,270,051	1,655,000
Related Party [Member] \| Promissory Note [Member]
Related Party Transactions [Line Items]
Outstanding balance
Series B Common Stock [Member]
Related Party Transactions [Line Items]
Description of stock split				1.044-for-1
Common stock, shares outstanding (in Shares) \| shares							1	1	1	7,500,000
Series B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Share price (in Dollars per share) \| $ / shares						$ 0.0001
Stock shares issued during the period for services value (in Shares) \| shares						250,000
Series B Common Stock [Member] \| Fee Shares [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services shares (in Shares) \| shares					50,000				50,000
Shares issued price per share (in Dollars per share) \| $ / shares					$ 7.25
Stock-based compensation expense					$ 362,500
Series B Common Stock [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Offering costs						$ 25,000
Common stock, shares outstanding (in Shares) \| shares																				1
Series B Common Stock [Member] \| Sponsor [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services shares						$ 7,187,500
Series B Common Stock [Member] \| Sponsor [Member] \| Fee Shares [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services value (in Shares) \| shares						25,000
Series B Common Stock [Member] \| Director [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services value (in Shares) \| shares						50,000
Series A common stock [Member]
Related Party Transactions [Line Items]
Common stock, shares outstanding (in Shares) \| shares							7,499,999	7,499,999	7,499,999
Share price (in Dollars per share) \| $ / shares							$ 12	$ 12						$ 10.68
Number of trading days for determining share price								20 days
Number of consecutive trading days for determining the share price								30 days
Waiting period after which the share trading days are considered								150 days
Shares issued price per share (in Dollars per share) \| $ / shares			$ 10
Series A common stock [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Common stock, shares outstanding (in Shares) \| shares																				10,935,691
Series A common stock [Member] \| Sponsor [Member] \| Extension Promissory Notes [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share) \| $ / shares													$ 10.2						$ 10.2
Series A common stock [Member] \| Sponsor [Member] \| Loans Payable [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share) \| $ / shares													$ 10.2						$ 10.2
Series A common stock [Member] \| Restriction on Transfer of Sponsor Shares [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Share price (in Dollars per share) \| $ / shares									$ 12
Number of trading days for determining share price									20 days
Number of consecutive trading days for determining the share price									30 days
Lock in period of shares									1 year
Waiting period after which the share trading days									150 days
Founder Shares [Member]
Related Party Transactions [Line Items]
Common stock, shares outstanding (in Shares) \| shares				7,503,750
Stock shares issued during the period for services value (in Shares) \| shares						250,000
Founder Shares [Member] \| Director [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services value (in Shares) \| shares						50,000
Founder Shares [Member] \| Series B Common Stock [Member]
Related Party Transactions [Line Items]
Consideration shares (in Shares) \| shares						7,187,500
Share price (in Dollars per share) \| $ / shares						$ 0.0001
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Number of shares forfeited (in Shares) \| shares								3,750
Stock shares issued during the period for services value (in Shares) \| shares								3,900,000	3,900,000
Shares issued price per share (in Dollars per share) \| $ / shares							10	$ 10	$ 10
Over-Allotment Option [Member] \| Series B Common Stock [Member]
Related Party Transactions [Line Items]
Number of shares forfeited (in Shares) \| shares				3,750				3,750		978,500
Over-Allotment Option [Member] \| Series A common stock [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services value (in Shares) \| shares			3,900,000
Fee Shares [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services shares								$ 362,500
Shares issued price per share (in Dollars per share) \| $ / shares							$ 7.25	$ 7.25
Fee Shares [Member] \| Series B Common Stock [Member]
Related Party Transactions [Line Items]
Stock shares issued during the period for services shares (in Shares) \| shares					50,000

Summary of Significant Accounting Policies (Details) - Schedule of the Calculation of Basic and Diluted Net Income Per Common Stock - Previously Reported [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable common stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net income, as adjusted	$ 1,693,350
Basic weighted average shares outstanding	11,257,894
Diluted weighted average shares outstanding	11,257,894
Basic net income per common stock	$ 0.15
Diluted net income per common stock	$ 0.15
Non Redeemable Series A and Series B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net income, as adjusted	$ 1,128,109
Basic weighted average shares outstanding	7,500,000
Diluted weighted average shares outstanding	7,500,000
Basic net income per common stock	$ 0.15
Diluted net income per common stock	$ 0.15
Series A Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net income, as adjusted		$ 701,826
Basic weighted average shares outstanding		28,438,356
Diluted weighted average shares outstanding		28,438,356
Basic net income per common stock		$ 0.02
Diluted net income per common stock		$ 0.02
Series B Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net income, as adjusted		$ 185,092
Basic weighted average shares outstanding		7,500,000
Diluted weighted average shares outstanding		7,500,000
Basic net income per common stock		$ 0.02
Diluted net income per common stock		$ 0.02

Related Party Transactions

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On October 25, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 shares of Series B common stock (the “Founder Shares”). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Note 7). Due to the underwriters’ election to partially exercise their overallotment option, 3,750 shares were forfeited.

The Sponsor, founders, executive officers and directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the completion of a Business Combination that results in all of the Company’s stockholders having the right to exchange their Series A common stock for cash, securities, or other property (except with respect to permitted transferees). Notwithstanding the foregoing, (x) if the last reported sale price of the Series A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, then such securities will be released from these restrictions. Any permitted transferees would be subject to the same restrictions and other agreements of the founders with respect to any Founder Shares.

On October 25, 2021, the Sponsor transferred 250,000 Founder Shares to five director nominees (50,000 shares to each director nominee) for no consideration, to serve in his or her capacity as an independent director of the Company. The Company assigned the number of shares of Series B common stock of the Company, par value $0.0001 per share. The transfer of the Founders Shares to five director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned. Shares granted to these directors are forfeited if their status as director is terminated for any reason prior to the date of a Business Combination and, as such, there has been no stock-based compensation expense recognized in the accompanying financial statements.

On December 1, 2021, the Company and Apeiron Investment Group Ltd. (“Apeiron”) entered into an Agreement to which Apeiron will serve as an advisor to the Company in connection with identifying one or more businesses with which the Company may effectuate a Business Combination. As consideration for Apeiron’s willingness to provide the service set forth in the Agreement, the Sponsor shall pay or transfer to Apeiron (or its designee) on behalf of the Company anon-refundable fee in the form of 50,000 shares of the Company’s Series B common stock (“Fee Shares”). The transfer of the Founder Shares to Apeiron is not directly related to or in connection with the Initial Public Offering and not within the scope of offering costs as defined in Note 2. The transfer of the Fee Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 50,000 Fee Shares granted to Apeiron was $362,500 or $7.25 per share. The Founders Shares were granted subject to a performance condition (i.e., the closing date of the Initial Public Offering). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company recognized $362,500 in the operations as stock-based compensation expense as the Company determined that the performance condition has been met at the date of issuance/closing of the Initial Public Offering.

On August 16, 2024, ACAB advanced Abpro $103,000 in connection with a promissory note (“August note”) entered into between Abpro and Shahraab Ahmad on August 16, 2024 for expenses related to the Business Combination, whereas Shahraab Ahmad would receive repayment of $206,000. The August Note was cancelled and replaced with a promissory note to ACAB providing for the payment of $103,000 principal on the Closing Date. As such the Company has recorded a due from related party - Abpro on the condensed consolidated balance sheets for the three and nine months ended September 30, 2024 in the amount of $103,000.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to advance the Company up to $1,750,000 to fund the expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to a Business Combination. In addition, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us additional funds as may be required. If the Company consummated a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of the Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or its affiliates as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. There are no Working Capital Loans outstanding as of September 30, 2024 and December 31, 2023.

Extension Promissory Notes — Related Party

On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the principal amount of $80,000, respectively, (the “Extension Promissory Notes”) to the Sponsor. The $80,000 of cash proceeds was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a Business Combination. Upon the closing of a Business Combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Extension Promissory Notes into Series A common stock of the Company at a price equal to $10.20 per share. In the event that the Company does not complete a Business Combination, the amounts loaned under the Extension Promissory Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven. As of September 30, 2024 and December 31, 2023, the Company owed $160,000 under the Extension Promissory Notes with no further borrowings available.

On December 18, 2023, the Company amended the Extension Promissory Notes to remove the Sponsors right to convert the note into Series A common stock at a price equal to $10.20 per share.

Expense Advancement Agreement

On May 30, 2024, the Company and the Sponsor entered into an expense advancement agreement (the “Expense Advancement Agreement”), pursuant to which the Sponsor has agreed to advance to the Company up to $600,000 in the aggregate, including previous amounts advanced from the Sponsor to the Company, on an interest-free basis as may be necessary to cover working capital expenses, fund certain redemptions of the Company’s common stock and cover costs and expenses in connection with the consummation of the Company’s proposed business combination with. Each advance under the Expense Advancement Agreement will be evidenced by a promissory note, the form of which is included as an exhibit to the Expense Advancement Agreement. This agreement replaces the previous Extension Promissory Notes in the aggregate amount of $160,000. The Expense Advance Agreement as of this filing has borrowed $160,000, with $440,000 available for withdrawal.

As of September 30, 2024 and December 31, 2023, the Sponsor advanced the Company $2,270,051 and $1,655,000, respectively, and is reflected in the condensed consolidated balance sheets.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On October 25, 2021, the Sponsor transferred 250,000 Founder Shares to five director nominees (50,000 shares to each director nominee) for no consideration, to serve in his or her capacity as an independent director of the Company. The Company assigned the number of shares of Series B common stock of the Company, par value $0.0001 per share. The transfer of the Founders Shares to five director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned. Shares granted to these directors are forfeited if their status as director is terminated for any reason prior to the date of the initial Business Combination and, as such, there has been no stock-based compensation expense recognized in the accompanying financial statements.

On December 1, 2021, the Company and Apeiron Investment Group Ltd. (“Apeiron”) entered into an Agreement to which Apeiron will serve as an advisor to the Company in connection with identifying one or more businesses with which the Company may effectuate its Initial Business Combination. As consideration for Apeiron’s willingness to provide the service set forth in the Agreement, the Sponsor shall pay or transfer to Apeiron (or its designee) on behalf of the Company a non-refundable fee in the form of 50,000 shares of the Company’s Series B common stock (“Fee Shares”). The transfer of the Founder Shares to Apeiron is not directly related to or in connection with the Initial Public Offering and not within the scope of offering costs as defined in Note 2. The transfer of the Fee Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 50,000 Fee Shares granted to Apeiron was $362,500 or $7.25 per share. The Founders Shares were granted subject to a performance condition (i.e., the closing date of the Initial Public Offering). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company recognized $ 362,500 in the operations as stock-based compensation expense as the Company determined that the performance condition has been met at the date of issuance/closing of the Initial Public Offering.

Promissory Note — Related Party

On October 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing and is payable on the earlier of April 30, 2022, or the consummation of the Initial Public Offering. As of December 31, 2023 and 2022, the Company has no outstanding balance under the Promissory Note, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to advance the Company up to $1,750,000 to fund the expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination. In addition, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us additional funds as may be required. If the Company consummated an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The final terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of the Initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or its affiliates as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. There are no Working Capital Loans outstanding as of December 31, 2023 and 2022.

Extension Promissory Notes — Related Party

On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the principal amount of $80,000, respectively, (the “Extension Promissory Notes”) to the Sponsor. The $80,000 was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a business combination. Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to $10.20 per share. In the event that the Company does not complete a business combination, the amounts loaned under the Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven. As of December 31, 2023, the Company owed $160,000 due under the Extension Promissory Notes with no further borrowings available.

On December 18, 2023, the Company amended the Extension Promissory Notes to remove the Sponsor’s right to convert the note into Series A common stock at a price equal to $ 10.20 per share.

Advance from Related Party

On December 8, 2023, December 11, 2023, and December 12, 2023, the Sponsor advanced the Company $10,000, $1,630,000, and $15,000, respectively, to fund tax obligations. As of December 31, 2023, the Sponsor advanced the Company $1,655,000 and is reflected in the consolidated balance sheets.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies (Details) - USD ($)						3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 01, 2024	May 31, 2024	Mar. 31, 2024	Aug. 16, 2022	Jan. 19, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Cash equivalents
Cash						13,597		13,597		264,538	$ 392,446
Operating expenses			$ 260,000					260,000
Offering costs					$ 17,204,107
Temporary equity					16,699,058
Stockholders’ equity					$ 505,049
Deferred offering cost
FDIC Coverage						$ 250,000		$ 250,000		$ 250,000
Effective tax rate						8.99%	186.87%	3.48%	27.88%	29.45%	48.16%
Statutory tax rate				1.00%		21.00%	21.00%	21.00%	21.00%	21.00%	21.00%
Unrecognized tax benefits
Interest and penalties						$ 3,224		$ 3,224
Warrants exercisable (in Shares)						28,850,000		28,850,000		28,850,000
Sponsor [Member]
Summary of Significant Accounting Policies [Line Items]
Sponsor advanced	$ 25,000	$ 245,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operation and formation costs	$ 391,686	$ 315,247	$ 1,926,428	$ 1,273,146	$ 1,666,056	$ 2,050,410
Loss from operations	(391,686)	(315,247)	(1,926,428)	(1,273,146)	(1,666,056)	(2,050,410)
Other income:
Interest income – bank	2,078	25,961	2,964	43,744	52,304	1,848
Interest earned on marketable securities held in Trust Account	82,162	468,307	258,756	5,279,395	5,754,715	4,121,971
Interest and penalties on tax obligations		(127,646)		(127,646)	(142,041)
Unrealized loss on marketable securities held in Trust Account						(362,500)
Total other income, net	84,240	366,622	261,720	5,195,493	5,664,978	3,761,319
(Loss) income before provision for income taxes	(307,446)	51,375	(1,664,708)	3,922,347	3,998,922	1,710,909
Provision for income taxes	(27,654)	(96,005)	(57,967)	(1,093,646)	(1,177,463)	(823,991)
Net (loss) income	$ (335,100)	$ (44,630)	$ (1,722,675)	$ 2,828,701	$ 2,821,459	$ 886,918
Series A Common Stock
Other income:
Basic net (loss) income per share (in Dollars per share)					$ 0.15	$ 0.02
Diluted net (loss) income per share (in Dollars per share)					0.15	0.02
Series B Common Stock
Other income:
Basic net (loss) income per share (in Dollars per share)					0.15	0.02
Diluted net (loss) income per share (in Dollars per share)					$ 0.15	$ 0.02
Redeemable Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares)					11,257,894	28,438,356
Weighted average shares outstanding, diluted (in Shares)					11,257,894	28,438,356
Redeemable Common Stock \| Series A Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares)	650,940	10,935,691	661,867	18,477,615
Weighted average shares outstanding, diluted (in Shares)	650,940	10,935,691	661,867	18,477,615
Basic net (loss) income per share (in Dollars per share)	$ (0.04)	$ 0	$ (0.21)	$ 0.13
Diluted net (loss) income per share (in Dollars per share)	$ (0.04)	$ 0	$ (0.21)	$ 0.13
Non Redeemable Common Stock \| Series A and Series B Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares)	7,500,000	1	7,500,000	2,967,034	7,500,000	7,500,000
Weighted average shares outstanding, diluted (in Shares)	7,500,000	1	7,500,000	2,967,034	7,500,000	7,500,000
Basic net (loss) income per share (in Dollars per share)	$ (0.04)		$ (0.21)	$ 0.13
Diluted net (loss) income per share (in Dollars per share)	$ (0.04)		$ (0.21)	$ 0.13

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 29, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2024 and December 31, 2023. The Company had $13,597 and $264,538 in cash at September 30, 2024 and December 31, 2023, respectively.

Cash and Marketable Securities Held in Trust Account

At September 30, 2024 and December 31, 2023, all of the Company’s investments held in the Trust Account are invested in cash.

As of March 31, 2024, the Company had spent approximately $260,000 of cash for operating expenses with funds related to amounts previously withdrawn from the trust account to pay tax obligations. On May 31, 2024 and June 1, 2024, the Sponsor advanced the Company $245,000 and $25,000, respectively, to fund the account for the funds used in operations.

As of September 30, 2024, the Company had spent approximately $260,000 of cash for operating expenses with funds related to amounts previously withdrawn from the trust account to pay tax obligations.

To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee in December 29, 2023 to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation.

Series A Common Stock Subject to Possible Redemption

The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional paid-in capital and accumulated deficit.

As of September 30, 2024 and December 31, 2023, the Series A common stock reflected in the unaudited condensed consolidated balance sheet are reconciled in the following table:

Gross proceeds	$	300,000,000
Less:
Proceeds allocated to Public Warrants		(8,100,000	)
Series A common stock issuance costs		(16,699,058	)
Plus:
Remeasurement of carrying value to redemption value		33,896,988
Series A common stock subject to possible redemption, December 31, 2022	$	309,097,930
Less:
Redemption		(276,471,460	)
Redemptions (redeemed in December 2023, paid in January 2024)		(29,728,990	)
Plus:
Remeasurement of carrying value to redemption value		4,395,161
Series A common stock subject to possible redemption, December 31, 2023	$	7,292,641
Plus:
Remeasurement of carrying value to redemption value		121,197
Series A common stock subject to possible redemption, March 31, 2024	$	7,413,838
Plus:
Remeasurement of carrying value to redemption value		73,483
Series A common stock subject to possible redemption, June 30, 2024	$	7,487,321
Less:
Redemptions (redeemed in September 2024, paid in October 2024)		(1,423,594	)
Plus:
Remeasurement of carrying value to redemption value		63,908
Series A common stock subject to possible redemption, September 30, 2024	$	6,127,635

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are allocated based on the relative value of the Public and Private Warrants to the proceeds received from the Public Shares sold in the Initial Public Offering. Offering costs allocated to the Public Shares are charged to temporary equity and offering costs allocated to the Public and Private Warrants are charged to stockholder’s equity. As of January 19, 2022, offering costs in the aggregate of $17,204,107, of which an aggregate of $16,699,058 have been charged to temporary equity and an aggregate of $505,049 have been charged to stockholders’ equity.

As of September 30, 2024 and December 31, 2023, there were no deferred offering costs recorded in the accompanying condensed consolidated balance sheets respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 8.99% and 186.87% for the three months ended September 30, 2024 and 2023, respectively, and 3.48% and 27.88% for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2024 and 2023, due to changes in the valuation allowance on the deferred tax assets, a prior year true up and non-deductible M&A costs.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2024.

The Company recognizes accrued interest and penalties related to income taxes and unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. During the three and nine months ended September 30, 2024, the Company’s provision for income taxes include a $3,224 true up for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net (Loss) Income per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of September 30, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts):

	For the Three Months Ended September 30,
	2024						2023
	Redeemable Series A			Non redeemable Series A and Series B			Redeemable Series A			Non redeemable Series A and Series B
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(26,761	)	$	(308,339	)	$	(44,630	)	$	—
Denominator:
Basic and diluted weighted average shares outstanding		650,940			7,500,000			10,935,691			—

Basic and diluted net (loss) income per common stock	$	(0.04	)	$	(0.04	)	$	(0.00	)	$	—

	For the Nine Months Ended September 30,
	2024						2023
	Redeemable Series A			Non redeemable Series A and Series B			Redeemable Series A		Non redeemable Series A and Series B
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(139,696	)	$	(1,582,979	)	$	2,437,328	$	391,373
Denominator:
Basic and diluted weighted average shares outstanding		661,867			7,500,000			18,477,615		2,967,034

Basic and diluted net (loss) income per common stock	$	(0.21	)	$	(0.21	)	$	0.13	$	0.13

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. The Company accounted for the warrants issued in connection with the Initial Public Offering and the private placement as equity under the guidance at FASB ASC Topic 815.

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity.

Share-based Compensation

The Company adopted ASC Topic 718, “Compensation—Stock Compensation,” guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

Recent Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The adoption of ASU 2023-09 will not have a material impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Emerging Growth Company

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. The Company had $264,538 and $392,446 in cash at December 31, 2023 and 2022, respectively.

Cash and Marketable Securities Held in Trust Account

At December 31, 2023 and 2022, all of the Company’s investments held in the Trust Account are invested in cash and money market funds invested primarily in United States Treasuries and are classified as trading securities, respectively. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Series A Common Stock Subject to Possible Redemption

The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheet.

As of December 31, 2023 and 2022, the Series A common stock reflected in the consolidated balance sheet are reconciled in the following table:

Gross proceeds	$	300,000,000
Less:
Proceeds allocated to Public Warrants		(8,100,000	)
Series A common stock issuance costs		(16,699,058	)
Plus:
Remeasurement of carrying value to redemption value		33,896,988
Series A common stock subject to possible redemption, December 31, 2022	$	309,097,930
Less:
Redemption		(276,471,460	)
Redemptions (redeemed in December 2023, paid in January 2024)		(29,728,990	)
Plus:
Remeasurement of carrying value to redemption value		4,395,161
Series A common stock subject to possible redemption, December 31, 2023	$	7,292,641

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are allocated based on the relative value of the Public and Private Warrants to the proceeds received from the Public Shares sold in the Initial Public Offering. Offering costs allocated to the Public Shares are charged to temporary equity and offering costs allocated to the Public and Private Warrants are charged to stockholder’s equity. As of January 19, 2022, offering costs in the aggregate of $17,204,107, of which an aggregate of $16,699,058 have been charged to temporary equity and an aggregate of $505,049 have been charged to stockholders’ equity.

As of December 31, 2023 and 2022, there were no deferred offering costs recorded in the accompanying consolidated balance sheets respectively.

Concentration of Credit Risk

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Income per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net income per common stock for the periods presented.

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

	For the Year Ended December 31,
	2023				2022
	Redeemable		Non redeemable Series A and Series B		Series A		Series B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	1,693,350	$	1,128,109	$	701,826	$	185,092
Denominator:
Basic and diluted weighted average shares outstanding		11,257,894		7,500,000		28,438,356		7,500,000
Basic and diluted net income per common stock	$	0.15	$	0.15	$	0.02		0.02

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. The Company accounted for the warrants issued in connection with the Initial Public Offering and the private placement as equity under the guidance at FASB ASC Topic 815.

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives a nd Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity.

Share-based Compensation

The Company adopted ASC Topic 718, “Compensation — Stock Compensation,” guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

Recent Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

In August 2020, the FASB issued Accounting Standards Updated (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic470-20)and Derivatives and Hedging—Contracts in Entity’s Own Equity(Subtopic 815-40):Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”),which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13–Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU2016-13 did not have a material impact on its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Organization and Plan of Business Operations (Details)																							1 Months Ended	3 Months Ended		4 Months Ended	9 Months Ended		12 Months Ended		24 Months Ended
Organization and Plan of Business Operations (Details)	Nov. 14, 2024 USD ($)	Oct. 18, 2024 $ / shares shares	Sep. 27, 2024 shares	Sep. 19, 2024 USD ($) $ / shares shares	Sep. 17, 2024 USD ($)	Sep. 04, 2024 USD ($) shares	Aug. 22, 2024 USD ($) $ / shares shares	Aug. 20, 2024 USD ($)	Jul. 20, 2024 USD ($)	Jun. 26, 2024 USD ($)	May 20, 2024 USD ($)	Apr. 18, 2024 USD ($) shares	Apr. 17, 2024 USD ($)	Apr. 10, 2024 USD ($) shares	Jan. 21, 2024 USD ($) shares	Dec. 15, 2023 USD ($) $ / shares shares	Dec. 13, 2023 USD ($) shares	Oct. 14, 2023 USD ($)	Apr. 18, 2023 USD ($) $ / shares shares	Aug. 16, 2022	Jan. 19, 2022 USD ($) $ / shares shares	Jan. 13, 2022 USD ($) $ / shares ° shares	Oct. 31, 2024 shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 shares	Jul. 31, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Nov. 13, 2025 $ / shares	Nov. 12, 2024 $ / shares	Jun. 30, 2024 shares	Mar. 31, 2024 shares	Nov. 14, 2023 USD ($) $ / shares	Oct. 18, 2023 USD ($)	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Dec. 31, 2021 shares
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)												1,100,000															983,333		30,000,000
Shares forfeited (in Shares)																						3,750
Number of shares redeemed during period (in Shares)			1,423,594														126,122						1,423,594
Number of consecutive trading days																											5 years
Warrants outstanding common stock (in Shares)																								61,009			61,009			15,000,000
Sale of stock (in Shares)																								200,000			200,000
Common stock share held (in Shares)																								291,667			291,667
Additional paid-in capital amount \| $																								$ 14,300,000			$ 14,300,000
Received shares (in Shares)																											600,601
Extinguishment amount \| $																											$ 2,000,000
Debt amount \| $	$ 3,000,000
Net proceeds \| $	$ 2,755,000
Conversion percentage																								94.00%			94.00%
Shares issued price per share (in Dollars per share) \| $ / shares				$ 11.29																									$ 9.2		$ 9.2
Gross proceeds \| $																														$ 294,240,000
Transaction costs \| $																											$ 17,204,107
Underwriting fees \| $																											5,760,000
Reimbursement of underwriting fees \| $																											240,000
Deferred underwriting fees \| $																											10,500,000
Other offering costs \| $																											$ 944,107
Amount held in trust account \| $																					$ 306,000,000
Per unit price (in Dollars per share) \| $ / shares																					$ 10.2
Completion of business combination, available term																											15 months
Voluntarily converted shares (in Shares)																			7,499,999
Minimum amount to be kept in trust account \| $																$ 30,000
Minimum amount to be kept in trust account, price per share (in Dollars per share) \| $ / shares																$ 0.045
Common stock subject to redemption, value \| $																$ 29,728,990
Waiver of underwriting fee, amount \| $															$ 4,290,000
Exchange of shares (in Shares)															600,000
Payments for extending business combination \| $					$ 10,000			$ 10,000	$ 10,000	$ 10,000	$ 10,000		$ 10,000														$ 16,238
Accrue interest percentage																										7.50%
Aggregate purchase price \| $							$ 5,000,000
Investment \| $							$ 30,000,000
Number of granted shares (in Shares)							1,000,000
Unpaid SPAC expenses \| $						$ 2,000,000
Percentage of redeem or repurchase of common stock				100.00%
Aggreagte shares (in Shares)				1,423,594
Cash \| $																								$ 13,597			13,597		$ 264,538		$ 264,538
Working capital deficit \| $																								$ 7,480,594			$ 7,480,594
Percentage of federal excise tax rate																				1.00%				21.00%	21.00%		21.00%	21.00%	21.00%	21.00%
Percentage of fair market value on excise tax																				1.00%
Percentage of interest and penalty rate																											10.00%
Percentage of underpayment penalty per month																											5.00%
Percentage of total liability																											25.00%
Excise tax liability \| $																											$ 3,076,240		$ 3,062,004
Percentage of shares redeemed																													1.00%
Share price per unit (in Dollars per share) \| $ / shares																					$ 10								$ (10)		$ (10)
Gross proceeds \| $																					$ 300,000,000
Gross proceeds \| $																														$ 13,850,000
Transaction costs \| $																						$ 17,204,107
Underwriting fees \| $																						5,760,000
Reimbursed by the underwriters \| $																						240,000
Deferred underwriting fees \| $																													$ 10,500,000		$ 10,500,000
Offering costs \| $																						944,107
Cash deposited in trust account \| $																						$ 306,000,000
Per share (in Dollars per share) \| $ / shares																						$ 10.2
Term of restricted investments																															185 years
Percentage of fair market value (in Degree) \| °																						80
Price per public share (in Dollars per share) \| $ / shares																								$ 11.32			$ 11.32		$ 10.93		$ 10.93
Net tangible assets \| $																													$ 5,000,001		$ 5,000,001
Percentage of public share																													15.00%		15.00%
Percentage of redeem public share																													100.00%		100.00%
Closing initial public offering																													15 years
Expenses payable on liquidation \| $																													$ 100,000		$ 100,000
Amount To Be Deposited In Trust Account \| $																$ 30,000
Per share value of the amount to be deposited in trust account (in Dollars per share) \| $ / shares																$ 0.045
Proceeds from Sale of Trust Assets to Pay Expenses \| $																$ 29,728,990
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Current \| $																$ 29,728,990
Public share (in Dollars per share) \| $ / shares																													$ 10.2
Working Capital Loan \| $																													$ 5,394,929		5,394,929
U.S. federal excise tax																				1.00%
Publicly traded foreign corporations																				Jan. 01, 2023
Redeemed series class A shares (in Shares)																			2,768,301
Common Stock Value Redeemable \| $																	$ 29,728,990
Sales and Excise Tax Payable, Current \| $																													$ 3,062,004		$ 3,062,004
Private Placement Warrant [Member]
Organization and Plan of Business Operations [Line Items]
Price per unit (in Dollars per share) \| $ / shares																								$ 1			$ 1
Sale of stock (in Shares)																								13,850,000
Private Placement Warrants [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																														13,850,000
Warrants outstanding common stock (in Shares)																								13,850,000			13,850,000		13,850,000	13,850,000	13,850,000
Abpro Bio [Member]
Organization and Plan of Business Operations [Line Items]
Sale of stock (in Shares)																											983,333
Ownership interest							35.00%
Unsecured Debt [Member]
Organization and Plan of Business Operations [Line Items]
Cash deposited in trust account \| $																													$ 80,000
Common Stock [Member]
Organization and Plan of Business Operations [Line Items]
Common stock shares (in Shares)		39,413,500
Common stock reserved for issuance (in Shares)		10,586,500
Abpro Merger Sub Corp [Member]
Organization and Plan of Business Operations [Line Items]
Shares of common stock (in Shares)						600,601
Executive Officer [Member]
Organization and Plan of Business Operations [Line Items]
Prepaid principal and interest												10.00%
Board of Directors [Member]
Organization and Plan of Business Operations [Line Items]
Payments for extending business combination \| $																											$ 10,000
After the Maturity Date [Member]
Organization and Plan of Business Operations [Line Items]
Accrue interest percentage																										9.50%
Public Share [Member]
Organization and Plan of Business Operations [Line Items]
Price per unit (in Dollars per share) \| $ / shares																								$ 291,667			$ 291,667
Shares issued price per share (in Dollars per share) \| $ / shares				$ 0.03
IPO [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																											30,000,000
Over-Allotment Option [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																											3,900,000		3,900,000
Shares forfeited (in Shares)																											3,750
Shares issued price per share (in Dollars per share) \| $ / shares																								10			$ 10		$ 10		$ 10
Private Placement [Member] \| Private Placement Warrants [Member]
Organization and Plan of Business Operations [Line Items]
Sale of warrants (in Shares)																					13,850,000
Price per warrant (in Dollars per share) \| $ / shares																													$ 1		1
Gross proceeds \| $																						$ 13,850,000
VWAP [Member]
Organization and Plan of Business Operations [Line Items]
Conversion feature of debt, price per share (in Dollars per share) \| $ / shares																								$ 11.5			$ 11.5
VWAP [Member] \| Forecast [Member]
Organization and Plan of Business Operations [Line Items]
Conversion feature of debt, price per share (in Dollars per share) \| $ / shares																																$ 11.5
Notes [Member]
Organization and Plan of Business Operations [Line Items]
Conversion feature of debt, price per share (in Dollars per share) \| $ / shares																																				$ 10.2
Notes issued, principal \| $																		$ 80,000
Proceeds from deposits \| $																																				$ 80,000
Promissory Note [Member]
Organization and Plan of Business Operations [Line Items]
Promissory note receive \| $												$ 1,475,000
Promissory Note [Member] \| Executive Officer [Member]
Organization and Plan of Business Operations [Line Items]
Advances \| $																										$ 1,475,000
Unsecured Promissory Notes [Member]
Organization and Plan of Business Operations [Line Items]
Aggregate principal amount \| $																		$ 80,000																		$ 80,000
Unsecured Promissory Notes [Member] \| Asset, Held-in-Trust [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																													10.2
Maximum [Member]
Organization and Plan of Business Operations [Line Items]
Maturity period for amount held in trust account																											185 days
Interest to pay dissolution expense \| $																								$ 100,000			$ 100,000
Maximum [Member] \| Forecast [Member]
Organization and Plan of Business Operations [Line Items]
Interest rate																																18.00%
Minimum [Member]
Organization and Plan of Business Operations [Line Items]
Common stock share held (in Shares)												15,000,000
Minimum [Member] \| Post Business Combination [Member]
Organization and Plan of Business Operations [Line Items]
Percentage of ownership																						50.00%
Minimum [Member] \| Forecast [Member]
Organization and Plan of Business Operations [Line Items]
Interest rate																																0.00%
PIPE Investors [Member]
Organization and Plan of Business Operations [Line Items]
Common stock shares (in Shares)		3,367,401
Sponsor [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																								600,601
Extinguishment amount \| $																								$ 2,000,000
Exchange of shares (in Shares)														1
Capital contribution, aggregate amount \| $														$ 360,000
Invested amount \| $														1
Amount withdrawn from contributed capital \| $														$ 360,000
Sponsor [Member] \| Private Placement Warrant [Member]
Organization and Plan of Business Operations [Line Items]
Price per unit (in Dollars per share) \| $ / shares																								$ 1			$ 1
Sale of stock (in Shares)																											13,850,000
Proceeds from issuance of warrants \| $																											$ 13,850,000
Gross proceeds \| $																											$ 13,850,000
Investor [Member]
Organization and Plan of Business Operations [Line Items]
Par value, per share (in Dollars per share) \| $ / shares																								10			$ 10
Share issued (in Shares)																											1
Abpro Bio PIPE [Member]
Organization and Plan of Business Operations [Line Items]
Aggregate purchase price \| $							$ 6,224,670
Aggregate principal amount \| $																																					$ 6,000,000
Abpro Corporation Shareholders [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)		50,000,000
Par value, per share (in Dollars per share) \| $ / shares		$ 0.0001
Atlantic Coastal Acquisition Corp. II [Member]
Organization and Plan of Business Operations [Line Items]
Sale of stock (in Shares)							622,467
Atlantic Coastal Acquisition Corp. II [Member] \| Abpro Bio PIPE [Member]
Organization and Plan of Business Operations [Line Items]
Shares issued price per share (in Dollars per share) \| $ / shares							$ 10
Common Stock [Member]
Organization and Plan of Business Operations [Line Items]
Par value, per share (in Dollars per share) \| $ / shares																																	$ 0.0001
Shares forfeited (in Shares)		966,442
Price per unit (in Dollars per share) \| $ / shares																								11.2			$ 11.2
Shares issued price per share (in Dollars per share) \| $ / shares																								$ 11.2			$ 11.2
Common Stock [Member] \| Vendors [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)		1,250,000
Series A Common Stock [Member]
Organization and Plan of Business Operations [Line Items]
Common stock shares (in Shares)																								1			1
Number of shares redeemed during period (in Shares)																											330,276
Redeemed value of shares \| $																								$ 3,752,627			$ 3,752,627
Redemptions price per shares (in Dollars per share) \| $ / shares																											$ 11.36
Number of shares outstanding (in Shares)																								2,950,000			2,950,000
Price per unit (in Dollars per share) \| $ / shares																								$ 11.36			$ 11.36
Sale of stock (in Shares)																								983,333			983,333
Common stock share held (in Shares)																								966,441			966,441
Shares issued price per share (in Dollars per share) \| $ / shares																								$ 11.36			$ 11.36
Number of shares exercised (in Shares)																								330,276			330,276
Public shares \| $				$ 126,122
Series A Common Stock [Member] \| Sponsor [Member]
Organization and Plan of Business Operations [Line Items]
Common stock share held (in Shares)																								983,333			983,333
Earnout Shares [Member] \| First Share Target [Member]
Organization and Plan of Business Operations [Line Items]
Share price (in Dollars per share) \| $ / shares																								$ 13			$ 13
Number of trading days																											20 years
Number of consecutive trading days																											30 years
Earnout Shares [Member] \| Second Share Target [Member]
Organization and Plan of Business Operations [Line Items]
Share price (in Dollars per share) \| $ / shares																								15			$ 15
Number of trading days		20 years
Number of consecutive trading days		30 years
Earnout Shares [Member] \| Third Share Target [Member]
Organization and Plan of Business Operations [Line Items]
Share price (in Dollars per share) \| $ / shares		$ 18
Number of trading days		20 years
Number of consecutive trading days		30 years
Earnout Shares [Member] \| Maximum [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																											14,500,000
Series A Common Stock [Member]
Organization and Plan of Business Operations [Line Items]
Par value, per share (in Dollars per share) \| $ / shares																								$ 0.0001			$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares (in Shares)																								7,499,999			7,499,999		7,499,999		7,499,999
Number of shares redeemed during period (in Shares)			2,768,301																26,564,308
Redeemed value of shares \| $																	276,471,460		$ 29,728,990
Share price (in Dollars per share) \| $ / shares																$ 10.68								$ 12			$ 12
Number of shares outstanding (in Shares)																			10,935,691
Shares issued price per share (in Dollars per share) \| $ / shares																					$ 10
Price per public share (in Dollars per share) \| $ / shares																			$ 10.41
Number of shares exercised (in Shares)																2,768,301
Price per share to be received upon redemption of shares (in Dollars per share) \| $ / shares																$ 10.68
Amount withdrawn from trust account \| $																$ 29,728,990
Share issued (in Shares)																			26,564,308
Common stock outstanding (in Shares)																								7,499,999			7,499,999		7,499,999		7,499,999
Public shares of series A common stock exercised (in Shares)																								126,122			126,122		2,768,301	2,768,301	2,768,301
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Current \| $																								$ 1,423,594			$ 1,423,594		$ 29,728,990		$ 29,728,990
Redeemed series class A shares (in Shares)																			26,564,308
Common Stock Value Redeemable \| $																	$ 276,471,460
Series A Common Stock [Member] \| Common Stock [Member]
Organization and Plan of Business Operations [Line Items]
Shares forfeited (in Shares)
Number of shares outstanding (in Shares)																								7,499,999	7,499,999		7,499,999	7,499,999	7,499,999		7,499,999			7,499,999	7,499,999			7,499,999
Series A Common Stock [Member] \| Celltrion Subscription Agreement [Member]
Organization and Plan of Business Operations [Line Items]
Par value, per share (in Dollars per share) \| $ / shares							$ 0.0001
Sale of stock (in Shares)							500,000
Series A Common Stock [Member] \| IPO [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																					30,000,000
Shares issued price per share (in Dollars per share) \| $ / shares																					$ 10
Gross proceeds \| $																					$ 300,000,000
Series A Common Stock [Member] \| Over-Allotment Option [Member]
Organization and Plan of Business Operations [Line Items]
Stock issued (in Shares)																					3,900,000
Series A Common Stock [Member] \| Series B Holders [Member]
Organization and Plan of Business Operations [Line Items]
Voluntarily converted shares (in Shares)																			7,499,999
Series A Common Stock [Member] \| Sponsor [Member]
Organization and Plan of Business Operations [Line Items]
Aggregate purchase price \| $							$ 1,244,934
Common stock outstanding (in Shares)																			10,935,691
Series A Common Stock [Member] \| PIPE Shares [Member]
Organization and Plan of Business Operations [Line Items]
Shares issued price per share (in Dollars per share) \| $ / shares							$ 10
Series A Common Stock [Member] \| Atlantic Coastal Acquisition Corp. II [Member]
Organization and Plan of Business Operations [Line Items]
Par value, per share (in Dollars per share) \| $ / shares							$ 0.0001
Series B Common Stock [Member]
Organization and Plan of Business Operations [Line Items]
Par value, per share (in Dollars per share) \| $ / shares																								$ 0.0001			$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares (in Shares)																								1			1		1	7,500,000	1
Number of shares outstanding (in Shares)																			1
Common stock outstanding (in Shares)																								1			1		1	7,500,000	1
Series B Common Stock [Member] \| Common Stock [Member]
Organization and Plan of Business Operations [Line Items]
Shares forfeited (in Shares)																														(3,750)
Number of shares outstanding (in Shares)																								1	1		1	1	1	7,500,000	1			1	1			1	7,500,000	7,503,750
Series B Common Stock [Member] \| Over-Allotment Option [Member]
Organization and Plan of Business Operations [Line Items]
Shares forfeited (in Shares)																						3,750					3,750			978,500
Series B Common Stock [Member] \| Series B Holders [Member]
Organization and Plan of Business Operations [Line Items]
Voluntarily converted shares (in Shares)																			7,499,999
Series B Common Stock [Member] \| Sponsor [Member]
Organization and Plan of Business Operations [Line Items]
Common stock outstanding (in Shares)																			1
ACAB Common Stock [Member] \| Investor [Member]
Organization and Plan of Business Operations [Line Items]
Share issued (in Shares)																											36,000
Public Share [Member]
Organization and Plan of Business Operations [Line Items]
Price per public share (in Dollars per share) \| $ / shares																						$ 10.2

Stockholders' Deficit (Details) - $ / shares		9 Months Ended	12 Months Ended
Stockholders' Deficit (Details) - $ / shares	Jan. 13, 2022	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 19, 2024	Dec. 15, 2023	Jan. 19, 2022	Oct. 25, 2021
Stockholders’ Deficit [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock outstanding
Preferred stock issued
Common stock voting			one
Temporary equity, shares issued		541,269	541,269
Overallotment option shares forfeited	3,750
Company’s issued and outstanding common stock			20.00%	20.00%
Founder shares of conversion basis			Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”).
Private Placement Warrants		61,009		15,000,000
Number of business days		20 days
Effective business days		60 days	60 days
Percentage of market value and newly issued price		115.00%
Temporary equity, shares outstanding		541,269	541,269
Shares subject to forfeiture			978,500
Consummation of a Business Combination			30 days
Effective issue price (in Dollars per share)			$ 9.2		$ 11.29
Total equity proceeds			60.00%
Market value per share (in Dollars per share)			$ 9.2
Warrants adjusted			18.00%
Warrants assignable or salable			30 days
Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Private Placement Warrants		15,000,000	15,000,000
Price per warrant (in Dollars per share)		$ 0.01	$ 0.01
Prior written notice			30 days
Warrant [Member]
Stockholders’ Deficit [Line Items]
Private Placement Warrants		61,009
Percentage of market value and newly issued price		180.00%
Private Placement Warrants [Member]
Stockholders’ Deficit [Line Items]
Private Placement Warrants		13,850,000	13,850,000	13,850,000
Previously Reported [Member]
Stockholders’ Deficit [Line Items]
Temporary equity, shares issued			667,391	30,000,000
Temporary equity, shares outstanding			667,391	30,000,000
Founder Shares [Member]
Stockholders’ Deficit [Line Items]
Common stock shares outstanding	7,503,750
Stock split	On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Note 7).
Business Combination [Member]
Stockholders’ Deficit [Line Items]
Number of exercise price of warrants (in Dollars per share)		$ 9.2
Series A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock authorized		100,000,000	100,000,000	100,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Common stock voting		one vote
Common stock share issued		7,499,999	7,499,999
Common stock shares outstanding		7,499,999	7,499,999
Shares outstanding subject to possible redemption		667,391	667,391
Common stock equals or exceeds (in Dollars per share)		$ 12				$ 10.68
Number of redemption trigger price (in Dollars per share)		18
Effective issue price (in Dollars per share)							$ 10
Series A Common Stock [Member] \| Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Sale of price per share (in Dollars per share)		$ 18
Trading days		20 days	20 days
Number of trading day period		30 days
Common stock equals or exceeds (in Dollars per share)		$ 9.2	$ 18
Number of exercise price of warrants (in Dollars per share)			$ 11.5
Warrants adjusted			180.00%
Series A Common Stock [Member] \| Business Combination [Member]
Stockholders’ Deficit [Line Items]
Percentage of total equity proceeds and interest		60.00%
Series B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock authorized		10,000,000	10,000,000	10,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Common stock voting		one vote
Common stock share issued		1	1	7,500,000
Common stock shares outstanding		1	1	7,500,000
Company’s issued and outstanding common stock				20.00%
Stock split	1.044-for-1
Series B Common Stock [Member] \| Founder Shares [Member]
Stockholders’ Deficit [Line Items]
Common stock equals or exceeds (in Dollars per share)								$ 0.0001
Series A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock share issued		1
Sale of price per share (in Dollars per share)		$ 11.36
Trading days			20 days
Effective issue price (in Dollars per share)		$ 11.36
From The Completion Of Initial Public Offer [Member] \| Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Consummation of a Business Combination			30 days
Adjusted Exercise Price One [Member] \| Series A Common Stock [Member] \| Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Warrants adjusted			115.00%
Over-Allotment Option [Member]
Stockholders’ Deficit [Line Items]
Overallotment option shares forfeited		3,750
Effective issue price (in Dollars per share)		$ 10	$ 10
Over-Allotment Option [Member] \| Series B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Overallotment option shares forfeited	3,750	3,750		978,500
Founder Shares [Member]
Stockholders’ Deficit [Line Items]
Common stock shares outstanding	7,503,750
Company’s issued and outstanding common stock		20.00%
Founder shares of conversion basis		one-for-one
Founder Shares [Member] \| Series B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock equals or exceeds (in Dollars per share)								$ 0.0001
IPO [Member]
Stockholders’ Deficit [Line Items]
Consummation of a Business Combination			12 months
IPO [Member] \| Series A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Effective issue price (in Dollars per share)							$ 10

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (1,722,675)	$ 2,828,701	$ 2,821,459	$ 886,918
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(258,756)	(5,279,395)	(5,754,715)	(4,121,971)
Compensation expenses				362,500
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(123,250)	272,145	377,780	(377,780)
Accrued expenses	1,270,722	(528,026)	(773,904)	1,241,379
Income taxes payable	57,967	1,200,013	(515,797)	823,991
Net cash used in operating activities	(775,992)	(1,506,562)	(3,845,177)	(1,184,963)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(90,000)		(160,000)	(306,000,000)
Cash withdrawn from Trust Account to pay franchise and income taxes		2,132,269	2,132,269	331,516
Cash withdrawn from Trust Account in connection with redemption	29,728,990	276,471,460	276,471,460
Net cash provided by investing activities	29,638,990	278,603,729	278,443,729	(305,668,484)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				294,240,000
Proceeds from sale of Private Placement Warrants				13,850,000
Proceeds from extension promissory note – related party			160,000	49,262
Proceeds from convertible promissory note - related party
Repayment of promissory note – related party				(149,539)
Advances from related party	615,051		1,655,000
Payment of offering costs		(70,000)	(70,000)	(743,830)
Redemption of common stock	(29,728,990)	(276,471,460)	(276,471,460)
Net cash used in financing activities	(29,113,939)	(276,541,460)	(274,726,460)	307,245,893
Net Change in Cash	(250,941)	555,707	(127,908)	392,446
Cash – Beginning of period	264,538	392,446	392,446
Cash – End of period	13,597	948,153	264,538	392,446
Supplementary cashflow information:
Income taxes paid			1,799,627
Deferred offering costs included in accrued offering costs				717,219
Remeasurement of carrying value to redemption value	$ 258,588	$ 3,942,803
Initial classification of Series A common stock subject to possible redemption				309,097,930
Deferred underwriting fee payable				$ 10,500,000

Subsequent Events (Details) - USD ($)														3 Months Ended	9 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 14, 2024	Nov. 12, 2024	Nov. 07, 2024	Nov. 05, 2024	Oct. 30, 2024	Sep. 19, 2024	Aug. 22, 2024	Apr. 18, 2024	Jan. 21, 2024	Jan. 11, 2024	Dec. 15, 2023	Dec. 13, 2023	Apr. 18, 2023	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Nov. 13, 2024	Sep. 10, 2024	Dec. 31, 2022	Jan. 19, 2022
Subsequent Events [Line Items]
Shares of common stock								1,100,000							983,333	30,000,000
Number of shares issued														200,000	200,000
Price per share (in Dollars per share)						$ 11.29										$ 9.2
Additional shares														14,500,000
Consecutive days															5 years
Warrants outstanding common stock														61,009	61,009				15,000,000
Sponser agreement description														(i) retain 2,950,000 shares of Series A Common Stock of ACAB, (ii) retain 291,667 shares, and transfer 983,333 shares to Abpro and 983,333 of the shares Abpro Bio, for such parties to use to obtain non-redemption commitments from SPAC stockholders or other capital for SPAC or the Surviving Corporation (with any shares unused for such purpose to be retained by such party), and (iii) forfeit the remainder of any Series A Common Stock and Series B Common Stock held by Sponsor (or 966,441 Series A shares and 1 Series B shares).
Additional paid-in capital amount (in Dollars)														$ 14,300,000	$ 14,300,000
Extinguishment amount (in Dollars)															$ 2,000,000
Promissory note liabilities (in Dollars)														$ 2,000,000
Net proceeds (in Dollars)	$ 2,755,000
Conversion percentage														94.00%	94.00%
Percentage of gross amount payable to sponsor raised from investors										4.00%
Warrant [Member]
Subsequent Events [Line Items]
Warrants outstanding common stock														61,009	61,009
VWAP [Member]
Subsequent Events [Line Items]
Conversion price per share (in Dollars per share)														$ 11.5	$ 11.5
Sponsor [Member]
Subsequent Events [Line Items]
Shares of common stock														600,601
Common stock share held														291,667	291,667
Extinguishment amount (in Dollars)														$ 2,000,000
Abpro Bio [Member]
Subsequent Events [Line Items]
Shares of common stock							622,467
Price per share (in Dollars per share)							$ 10
Value of stock issued (in Dollars)														6,224,670
Extinguishment amount (in Dollars)														4,225,663
Remainder extinguishment amount (in Dollars)														$ 2,000,007
Celltrion [Member]
Subsequent Events [Line Items]
Shares of common stock														500,000
Price per share (in Dollars per share)														$ 10	$ 10
Aggregate purchase price (in Dollars)														$ 5,000,000
Underwriter [Member]
Subsequent Events [Line Items]
Underwriter waived (in Dollars)									$ 4,290,000
Underwriter fee									600,000
First Share Target [Member]
Subsequent Events [Line Items]
Earn out shares														13
Trading days														20 days
Consecutive days														30 days
Second Share Target [Member]
Subsequent Events [Line Items]
Earn out shares														15
Trading days														20 days
Consecutive days														30 days
Third Share Target [Member]
Subsequent Events [Line Items]
Earn out shares														18
Trading days														20 days
Consecutive days														30 days
New Abpro [Member]
Subsequent Events [Line Items]
Converted into shares														600,000
PIPE Investors [Member]
Subsequent Events [Line Items]
Number of shares issued														3,367,401
Subsequent Event [Member]
Subsequent Events [Line Items]
Number of shares issued			500,000
Net proceeds (in Dollars)	2,755,000
Advisor receive shares										200,000
Percentage of gross amount payable to sponsor raised from investors										4.00%
Subsequent Event [Member] \| Standby Equity Purchase Agreement [Member]
Subsequent Events [Line Items]
Advance occurrence value (in Dollars)					$ 5,000,000
Subsequent Event [Member] \| Convertible Promissory Note [Member]
Subsequent Events [Line Items]
Debt face amount (in Dollars)	$ 3,000,000
Maturity date	Nov. 13, 2025
Subsequent Event [Member] \| VWAP [Member]
Subsequent Events [Line Items]
Conversion price per share (in Dollars per share)																	$ 11.5
Subsequent Event [Member] \| Minimum [Member]
Subsequent Events [Line Items]
Interest rate																	0.00%
Subsequent Event [Member] \| Maximum [Member]
Subsequent Events [Line Items]
Interest rate																	18.00%
Subsequent Event [Member] \| Atlantic Coastal Acquisition Management II LLC [Member]
Subsequent Events [Line Items]
Cancelled shares		966,442
Subsequent Event [Member] \| Yorkville [Member]
Subsequent Events [Line Items]
Price per share (in Dollars per share)			$ 1,100,000
Subsequent Event [Member] \| Underwriter [Member]
Subsequent Events [Line Items]
Underwriter waived (in Dollars)									$ 4,290,000
Underwriter fee									600,000
Subsequent Event [Member] \| Abpro Corporation Shareholders [Member]
Subsequent Events [Line Items]
Number of aggregate shares consideration		50,000,000
Common Stock [Member]
Subsequent Events [Line Items]
Shares of pulicly held failed to meet minimum requirement																		750,000
Common stock, par value (in Dollars per share)		$ 0.0001
Price per share (in Dollars per share)														$ 11.2	11.2
Price per unit (in Dollars per share)														11.2	11.2
Common Stock [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Shares of common stock		39,413,500
Common Stock [Member] \| Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Events [Line Items]
Shares of common stock		3,367,401
Reserved shares for issuance		10,586,500
Series A Common Stock [Member]
Subsequent Events [Line Items]
Common stock, par value (in Dollars per share)														0.0001	0.0001	$ 0.0001			$ 0.0001
Redemption price, per share (in Dollars per share)											$ 10.68			$ 12	$ 12
Shares of common stock														7,499,999	7,499,999	7,499,999
Stock exercised											2,768,301
Price per share (in Dollars per share)																				$ 10
Stock exercised value (in Dollars)												$ 276,471,460	$ 29,728,990
Series A Common Stock [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Common stock, par value (in Dollars per share)			$ 0.0001
Series A Common Stock [Member]
Subsequent Events [Line Items]
Number of shares issued														983,333	983,333
Shares of common stock														1	1
Stock exercised														330,276	330,276
Exercised value of closing (in Dollars)															$ 3,752,627
Price per share (in Dollars per share)														$ 11.36	$ 11.36
Common stock share held														983,333	983,333
Value of stock issued (in Dollars)						$ 126,122
Stock exercised value (in Dollars)														$ 3,752,627	$ 3,752,627
Price per unit (in Dollars per share)														$ 11.36	$ 11.36
Series A Common Stock [Member] \| Third-party Investors [Member]
Subsequent Events [Line Items]
Number of shares issued														983,333
Incentive Shares [Member]
Subsequent Events [Line Items]
Number of shares issued														1,244,934
Incentive Shares [Member] \| Celltrion [Member]
Subsequent Events [Line Items]
Granted share issued														1,000,000
Recycled Shares [Member] \| Subsequent Event [Member] \| Yorkville [Member]
Subsequent Events [Line Items]
Shares of common stock			100,000
Price per share (in Dollars per share)			$ 11.36
Investor Shares [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Shares of common stock		1,250,000		124,352
Redemption price, per share (in Dollars per share)			9
PubCo Shares [Member] \| Series A Common Stock [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Common stock, par value (in Dollars per share)			$ 0.0001

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 13,597	$ 264,538	$ 392,446
Prepaid expenses	20,250		377,780
Cash and marketable securities held in Trust Account	1,423,594	29,728,990
Total Current Assets	1,560,441	29,993,528	770,226
Cash held in Trust Account	6,297,612	7,372,451	309,790,455
TOTAL ASSETS	7,858,053	37,365,979	310,560,681
Current liabilities
Accounts payable and accrued expenses	1,739,989	469,268	1,243,172
Excise tax payable	3,076,240	3,062,004
Accrued offering costs	5,000	5,000	75,000
Income taxes payable	366,161	308,194	823,991
Total Current Liabilities	9,041,035	35,388,456	2,142,163
Deferred underwriting fee payable	10,500,000	10,500,000	10,500,000
Total Liabilities	19,541,035	45,888,456
Commitments (Note 6)
Common stock subject to possible redemption	6,127,635	7,292,641	309,097,930
Stockholders’ Deficit
Preferred stock value
Additional paid-in capital
Accumulated deficit	(17,811,367)	(15,815,868)	(11,180,162)
Total Stockholders’ Deficit	(17,810,617)	(15,815,118)	(11,179,412)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	7,858,053	37,365,979	310,560,681
Related Party
Current assets
Due from related party- Abpro	103,000
Current liabilities
Extension promissory note - related party	160,000	160,000
Advance from related parties	2,270,051	1,655,000
Previously Reported
Current liabilities
Total Liabilities		45,888,457	12,642,163
Series A Common Stock
Current liabilities
Common stock to be redeemed	1,423,594	29,728,990
Stockholders’ Deficit
Common stock value	749	749
Series B Common Stock
Stockholders’ Deficit
Common stock value	$ 1	$ 1	$ 750

Accounting Policies, by Policy (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Principles of Consolidation

Principles of Consolidation

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. The Company had $264,538 and $392,446 in cash at December 31, 2023 and 2022, respectively.

Cash and Marketable Securities Held in Trust Account

Cash and Marketable Securities Held in Trust Account

At September 30, 2024 and December 31, 2023, all of the Company’s investments held in the Trust Account are invested in cash.

As of September 30, 2024, the Company had spent approximately $260,000 of cash for operating expenses with funds related to amounts previously withdrawn from the trust account to pay tax obligations.

Cash and Marketable Securities Held in Trust Account

Series A Common Stock Subject to Possible Redemption

Series A Common Stock Subject to Possible Redemption

As of September 30, 2024 and December 31, 2023, the Series A common stock reflected in the unaudited condensed consolidated balance sheet are reconciled in the following table:

Gross proceeds	$	300,000,000
Less:
Proceeds allocated to Public Warrants		(8,100,000	)
Series A common stock issuance costs		(16,699,058	)
Plus:
Remeasurement of carrying value to redemption value		33,896,988
Series A common stock subject to possible redemption, December 31, 2022	$	309,097,930
Less:
Redemption		(276,471,460	)
Redemptions (redeemed in December 2023, paid in January 2024)		(29,728,990	)
Plus:
Remeasurement of carrying value to redemption value		4,395,161
Series A common stock subject to possible redemption, December 31, 2023	$	7,292,641
Plus:
Remeasurement of carrying value to redemption value		121,197
Series A common stock subject to possible redemption, March 31, 2024	$	7,413,838
Plus:
Remeasurement of carrying value to redemption value		73,483
Series A common stock subject to possible redemption, June 30, 2024	$	7,487,321
Less:
Redemptions (redeemed in September 2024, paid in October 2024)		(1,423,594	)
Plus:
Remeasurement of carrying value to redemption value		63,908
Series A common stock subject to possible redemption, September 30, 2024	$	6,127,635

Series A Common Stock Subject to Possible Redemption

The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheet.

As of December 31, 2023 and 2022, the Series A common stock reflected in the consolidated balance sheet are reconciled in the following table:

Gross proceeds	$	300,000,000
Less:
Proceeds allocated to Public Warrants		(8,100,000	)
Series A common stock issuance costs		(16,699,058	)
Plus:
Remeasurement of carrying value to redemption value		33,896,988
Series A common stock subject to possible redemption, December 31, 2022	$	309,097,930
Less:
Redemption		(276,471,460	)
Redemptions (redeemed in December 2023, paid in January 2024)		(29,728,990	)
Plus:
Remeasurement of carrying value to redemption value		4,395,161
Series A common stock subject to possible redemption, December 31, 2023	$	7,292,641

Deferred Offering Costs

Deferred Offering Costs

As of September 30, 2024 and December 31, 2023, there were no deferred offering costs recorded in the accompanying condensed consolidated balance sheets respectively.

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are allocated based on the relative value of the Public and Private Warrants to the proceeds received from the Public Shares sold in the Initial Public Offering. Offering costs allocated to the Public Shares are charged to temporary equity and offering costs allocated to the Public and Private Warrants are charged to stockholder’s equity. As of January 19, 2022, offering costs in the aggregate of $17,204,107, of which an aggregate of $16,699,058 have been charged to temporary equity and an aggregate of $505,049 have been charged to stockholders’ equity.

As of December 31, 2023 and 2022, there were no deferred offering costs recorded in the accompanying consolidated balance sheets respectively.

Concentration of Credit Risk

Concentration of Credit Risk

Income Taxes

Income Taxes

Net Income per Common Share

Net (Loss) Income per Common Share

The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts):

	For the Three Months Ended September 30,
	2024						2023
	Redeemable Series A			Non redeemable Series A and Series B			Redeemable Series A			Non redeemable Series A and Series B
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(26,761	)	$	(308,339	)	$	(44,630	)	$	—
Denominator:
Basic and diluted weighted average shares outstanding		650,940			7,500,000			10,935,691			—

Basic and diluted net (loss) income per common stock	$	(0.04	)	$	(0.04	)	$	(0.00	)	$	—

	For the Nine Months Ended September 30,
	2024						2023
	Redeemable Series A			Non redeemable Series A and Series B			Redeemable Series A		Non redeemable Series A and Series B
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(139,696	)	$	(1,582,979	)	$	2,437,328	$	391,373
Denominator:
Basic and diluted weighted average shares outstanding		661,867			7,500,000			18,477,615		2,967,034

Basic and diluted net (loss) income per common stock	$	(0.21	)	$	(0.21	)	$	0.13	$	0.13

Net Income per Common Share

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

	For the Year Ended December 31,
	2023				2022
	Redeemable		Non redeemable Series A and Series B		Series A		Series B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	1,693,350	$	1,128,109	$	701,826	$	185,092
Denominator:
Basic and diluted weighted average shares outstanding		11,257,894		7,500,000		28,438,356		7,500,000
Basic and diluted net income per common stock	$	0.15	$	0.15	$	0.02		0.02

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

Derivative Financial Instruments

Warrants

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives a nd Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity.

Share-based Compensation

Share-based Compensation

The Company adopted ASC Topic 718, “Compensation — Stock Compensation,” guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common Stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Redeemable Series A [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (26,761)	$ (44,630)	$ (139,696)	$ 2,437,328
Denominator:
Basic weighted average shares outstanding	650,940	10,935,691	661,867	18,477,615
Diluted weighted average shares outstanding	650,940	10,935,691	661,867	18,477,615
Basic net (loss) income per common stock	$ (0.04)	$ 0	$ (0.21)	$ 0.13
Diluted net (loss) income per common stock	$ (0.04)	$ 0	$ (0.21)	$ 0.13
Non Redeemable Series A and Series B [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (308,339)		$ (1,582,979)	$ 391,373
Denominator:
Basic weighted average shares outstanding	7,500,000		7,500,000	2,967,034
Diluted weighted average shares outstanding	7,500,000		7,500,000	2,967,034
Basic net (loss) income per common stock	$ (0.04)		$ (0.21)	$ 0.13
Diluted net (loss) income per common stock	$ (0.04)		$ (0.21)	$ 0.13

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock Series A	Common Stock Series B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 750	$ 24,250	$ (1,793)	$ 23,207
Balance (in Shares) at Dec. 31, 2021		7,503,750
Sale of 13,850,000 Private Placement Warrants			13,850,000		13,850,000
Forfeiture of Founder Shares
Forfeiture of Founder Shares (in Shares)		(3,750)
Compensation Expense – Fair value of assigned Founder Shares to Apeiron			362,500		362,500
Fair value of Public Warrants at issuance			8,100,000		8,100,000
Allocated value of transaction costs to Series A common stock			(505,049)		(505,049)
Remeasurement of Series A common stock to redemption amount			(21,831,701)	(12,065,287)	(33,896,988)
Net Income (Loss)				886,918	886,918
Balance at Dec. 31, 2022		$ 750		(11,180,162)	(11,179,412)
Balance (in Shares) at Dec. 31, 2022		7,500,000
Remeasurement of Series A common stock to redemption amount				(2,554,544)	(2,554,544)
Net Income (Loss)				2,070,528	2,070,528
Balance at Mar. 31, 2023		$ 750		(11,664,178)	(11,663,428)
Balance (in Shares) at Mar. 31, 2023		7,500,000
Balance at Dec. 31, 2022		$ 750		(11,180,162)	(11,179,412)
Balance (in Shares) at Dec. 31, 2022		7,500,000
Net Income (Loss)					2,828,701
Balance at Sep. 30, 2023	$ 749	$ 1		(15,058,978)	(15,058,228)
Balance (in Shares) at Sep. 30, 2023	7,499,999	1
Balance at Dec. 31, 2022		$ 750		(11,180,162)	(11,179,412)
Balance (in Shares) at Dec. 31, 2022		7,500,000
Remeasurement of Series A common stock to redemption amount				(4,395,161)	(4,395,161)
Stockholder non-redemption agreement			1,378,126		1,378,126
Stockholder non-redemption agreement			(1,378,126)		(1,378,126)
Excise tax				(3,062,004)	(3,062,004)
Conversion of Series Class B shares to Series Class A Non-redeemable shares (in Shares)	7,499,999	(7,499,999)
Conversion of Series Class B shares to Series Class A Non-redeemable shares	$ 749	$ (749)
Net Income (Loss)				2,821,459	2,821,459
Balance at Dec. 31, 2023	$ 749	$ 1		(15,815,868)	(15,815,118)
Balance (in Shares) at Dec. 31, 2023	7,499,999	1
Balance at Mar. 31, 2023		$ 750		(11,664,178)	(11,663,428)
Balance (in Shares) at Mar. 31, 2023		7,500,000
Remeasurement of Series A common stock to redemption amount				(1,180,703)	(1,180,703)
Stockholder non-redemption agreement			1,378,126		1,378,126
Stockholder non-redemption agreement			(1,378,126)		(1,378,126)
Excise tax				(2,764,714)	(2,764,714)
Conversion of Series Class B shares to Series Class A Non-redeemable shares (in Shares)	7,499,999	(7,499,999)
Conversion of Series Class B shares to Series Class A Non-redeemable shares	$ 749	$ (749)
Net Income (Loss)				802,803	802,803
Balance at Jun. 30, 2023	$ 749	$ 1		(14,806,792)	(14,806,042)
Balance (in Shares) at Jun. 30, 2023	7,499,999	1
Remeasurement of Series A common stock to redemption amount				(207,556)	(207,556)
Net Income (Loss)				(44,630)	(44,630)
Balance at Sep. 30, 2023	$ 749	$ 1		(15,058,978)	(15,058,228)
Balance (in Shares) at Sep. 30, 2023	7,499,999	1
Balance at Dec. 31, 2023	$ 749	$ 1		(15,815,868)	(15,815,118)
Balance (in Shares) at Dec. 31, 2023	7,499,999	1
Remeasurement of Series A common stock to redemption amount				(121,197)	(121,197)
Net Income (Loss)				(1,048,724)	(1,048,724)
Balance at Mar. 31, 2024	$ 749	$ 1		(16,985,789)	(16,985,039)
Balance (in Shares) at Mar. 31, 2024	7,499,999	1
Balance at Dec. 31, 2023	$ 749	$ 1		(15,815,868)	(15,815,118)
Balance (in Shares) at Dec. 31, 2023	7,499,999	1
Net Income (Loss)					(1,722,675)
Balance at Sep. 30, 2024	$ 749	$ 1		(17,811,367)	(17,810,617)
Balance (in Shares) at Sep. 30, 2024	7,499,999	1
Balance at Mar. 31, 2024	$ 749	$ 1		(16,985,789)	(16,985,039)
Balance (in Shares) at Mar. 31, 2024	7,499,999	1
Remeasurement of Series A common stock to redemption amount				(73,483)	(73,483)
Net Income (Loss)				(338,851)	(338,851)
Balance at Jun. 30, 2024	$ 749	$ 1		(17,398,123)	(17,397,373)
Balance (in Shares) at Jun. 30, 2024	7,499,999	1
Remeasurement of Series A common stock to redemption amount				(63,908)	(63,908)
Excise tax				(14,236)	(14,236)
Net Income (Loss)				(335,100)	(335,100)
Balance at Sep. 30, 2024	$ 749	$ 1		$ (17,811,367)	$ (17,810,617)
Balance (in Shares) at Sep. 30, 2024	7,499,999	1

Commitments

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Commitments [Abstract]

COMMITMENTS

NOTE 6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on January 13, 2022, the holders of the Founder Shares, Private Placement Warrants, and any Private Placement Warrants that may be issued upon conversion of the Working Capital Loans (and any Series A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and conversion of Founder Shares) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $6,000,000 in the aggregate, paid on the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On January 21, 2024, the Company received a partial waiver from an underwriter from the initial public offering that was entitled to a portion of the deferred underwriter fee. Subject to the closing of the Business Combination between the Company and Abpro, the underwriter waived $4,290,000 of the underwriter fee in exchange for 600,000 of common stock in the post-merger Company.

Advisors

On January 7, 2022, the Company and Farvahar Capital (“Farvahar”) entered into an agreement under which Farvahar served as an advisor to the Company in connection with the Initial Public Offering. Farvahar was engaged to represent the Company’s interests only and is independent of the underwriters. The underwriters reimbursed the Company for the fees payable to Farvahar in respect of the provision of such advisory services. The Company agreed to pay Farvahar a fee of 0.08% of the gross proceeds of the Initial Public Offering, including any exercise of the underwriters’ overallotment option with respect to the Initial Public Offering or $240,000 in the aggregate. Farvahar did not act as an underwriter in connection with the Initial Public Offering; it did not identify or solicit potential investors in the Initial Public Offering. As of December 31, 2022, the Company received the reimbursement from the underwriters and paid Farvahar.

Capital Market Advisor

On April 11, 2023, the Company entered into a services agreement with an advisor. The advisor will provide advisory services as it pertains to a Business Combination. Upon the closing of a Business Combination the advisor will be paid a fee for their services. All consideration is to be paid simultaneously with the closing of a Business Combination.

On January 11, 2024, the Company entered into an amended engagement letter with the advisor pursuant to which the Company engaged the advisor to act as its capital markets advisor in connection with an initial business combination, in exchange for the right to receive (i) 200,000 Founder Shares, such shares to be delivered following the closing of a Business Combination and (ii) a transaction fee in connection with any such offering involving the advisor equal to 4% of the gross proceeds raised in connection with such offering, subject to the terms of the amended engagement letter. The amended engagement letter with the advisor supersedes and replaces the prior engagement letter entered into on April 11, 2023.

Non-Redemption Agreement

On or about April 4, 2023, the Company and the Sponsor entered into agreements(“Non-Redemption Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 3,300,900 shares (“Non-Redeemed Shares”) of the Company’s Public Shares at the special meeting called by the Company (the “Meeting”) to approve an extension of time for the Company to consummate a Business Combination (the “Charter Amendment Proposal”) from April 19, 2023 to October 19, 2023 (an “Extension”), subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 825,225 shares of the Company held by the Sponsor immediately following consummation of Business Combination if they continued to hold such Non-Redeemed Shares through the Meeting.

Business Combination Agreement

On December 11, 2023, the Company, Merger Sub, and Abpro, entered into the Business Combination Agreement.

Pursuant to the Business Combination Agreement, on the Closing Date (as defined in the Business Combination Agreement), Merger Sub, a newly formed, wholly-owned direct subsidiary of the Company, will be merged with and into the Abpro (the “together with the other transactions related thereto, the “Merger”), with the Abpro surviving the Merger as a wholly-owned direct subsidiary of the Company (the “Surviving Company”). In connection with the consummation of the Merger, the Company will change its corporate name to “Abpro Corporation”. The respective boards of directors of the Company and Abpro have duly approved the Business Combination Agreement and the transactions contemplated thereby.

Immediately prior to the effective time of the Merger (the “Effective Time”), Abpro will cause (i) all outstanding Abpro convertible notes to be converted into shares of Company Common Stock, (ii) all outstanding Abpro warrants to acquire equity securities of the Company to be converted into a number of shares of shares of Company Common Stock and (iii) the Abpro Preferred Shares (including those shares resulting from the convertible notes conversion and warrant conversion) that are issued and outstanding immediately prior to the Effective Time to be converted into shares of Abpro Common Stock.

Conditions to closing

The obligations of the Company and Abpro to consummate the Merger are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law or governmental order or other legal restraint or prohibition preventing the consummation of the Merger, (iii) the Registration Statement being declared effective under the Securities Act, (iv) the ACAB New Common Shares to be issued in connection with the Merger having been approved for listing on Nasdaq, (v) the approval of certain of the Company Proposals by the Company’s stockholders, (vi) obtaining the Abpro written consent approving the Merger; (vii) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Closing; and (viii) the Company arranging for binding commitments of at least $8.7 million in available closing cash consisting of funds in the Trust Account (after reduction for payments made in connection with redemptions by the Company stockholders) plus any funds available pursuant to a PIPE Financing, forward purchase agreement, equity line of credit, convertible note financing and other sources of financing, less any Unpaid SPAC Expenses, as described in the Business Combination Agreement, subject to the Abpro’s waiver of such amount.

Sponsor Letter Agreement

On December 11, 2023, the Sponsor entered into an agreement with the Company, the Abpro and Abpro Bio Co., Ltd (the “Sponsor Letter Agreement”), whereby Sponsor agrees to (i) retain 2.95 million shares of the Company’s Series A common stock held by it, (ii) divide 2,458,333 shares of the Company’s Series A Common Stock held by it among the Sponsor, who will be entitled to 491,667 of the shares, Abpro, who will be entitled to 983,333 of the shares, and Abpro Bio Co., Ltd, who will be entitled to 983,333 of the shares, for such party to use to obtain non-redemption commitments from the Company’s stockholders or other capital for ACAB or the Surviving Company (with any shares unused for such purpose to be retained by such party) and (ii) forfeit the remainder of any the Company’s Series A common stock and the Company’s Series B common stock held by it.

On January 18, 2024, the Sponsor, the Company, Abpro and Abpro Bio entered into an amendment to the Sponsor Letter Agreement (the “Amended Sponsor Letter Agreement”), which amended the amount of shares each party thereunder is entitled to, consistent with the description previously disclosed on December 11, 2023 and as contemplated in the Business Combination Agreement, dated as of December 11, 2023, by and among the Company, Abpro Merger Sub, and Abpro. For the avoidance of doubt, the Amended Sponsor Letter Agreement supersedes and replaces the Sponsor Letter Agreement in its entirety.

Sponsor Support Agreement

On December 11, 2023, the Company, Abpro and the Sponsor entered into the Sponsor Support Agreement pursuant to which the Sponsor agreed to, among other things, vote all of its shares of the Company’s Series A common shares and the Company’s Series B common shares held by it, whether now owned or hereafter acquired, (i) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, and (ii) against any proposal, action or agreement that would impede, interfere with, delay, postpone or discourage any provision of the Sponsor Support Agreement, the Business Combination Agreement or the transactions contemplated thereby. In addition, in the Sponsor Support Agreement, the Sponsor agrees to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of the Company’s Series B common stock held by the Sponsor convert into shares of the Company’s Series A common stock in connection with the transactions contemplated by the Business Combination Agreement.

NOTE 6 — COMMITMENTS

Registration Rights

Underwriting Agreement

Advisors

On January 7, 2022, the Company and Farvahar Capital (“Farvahar”) entered into an agreement under which Farvahar served as an advisor to the Company in connection with the Initial Public Offering. Farvahar was engaged to represent the Company’s interests only and is independent of the underwriters. The underwriters reimbursed the Company for the fees payable to Farvahar in respect of the provision of such advisory services. The Company agreed to pay Farvahar a fee of 0.08% of the gross proceeds of the Initial Public Offering, including any exercise of the underwriters’ over-allotment option with respect to the Initial Public Offering or $240,000 in the aggregate. Farvahar did not act as an underwriter in connection with the Initial Public Offering; it did not identify or solicit potential investors in the Initial Public Offering. As of December 31, 2022, the Company received the reimbursement from the underwriters and paid Farvahar.

Capital Market Advisor

On April 11, 2023, the Company entered into a services agreement with an advisor. The Advisor will provide advisory services as it pertains to a business combination. Upon the closing of a business combination the advisor will be paid a fee for their services. All consideration is to be paid simultaneously with the closing of the business combination.

Non-Redemption Agreement

On or about April 4, 2023, the Company and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), entered into agreements (“Non-Redemption Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 3,300,900shares(“Non-Redeemed Shares”) of the Company’s Series A common stock sold in its initial public offering (the “Public Shares”) at the special meeting called by the Company (the “Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Charter Amendment Proposal”) from April 19, 2023 to October 19, 2023 (an “Extension”), subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 825,225 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Meeting.

Business Combination Agreement

On December 11, 2023, the Company, Abpro Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Abpro Corporation, a Delaware corporation “Abpro”), entered into a business combination agreement (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, on the Closing Date (as defined in the Business Combination Agreement), Merger Sub, a newly formed, wholly-owned direct subsidiary of the Company, will be merged with and into the Abpro (the “Business Combination,” together with the other transactions related thereto, the “Proposed Transactions”), with the Abpro surviving the Business Combination as a wholly-owned direct subsidiary of the Company (the “Surviving Company”). In connection with the consummation of the Business Combination, the Company will change its corporate name to “Abpro Holdings, Inc.” The respective boards of directors of the Company and Abpro have duly approved the Business Combination Agreement and the transactions contemplated thereby.

Immediately prior to the effective time of the Business Combination (the “Effective Time”), Abpro will cause (i) all outstanding Abpro convertible notes to be converted into shares of Company Common Stock, (ii) all outstanding Abpro warrants to acquire equity securities of the Company to be converted into a number of shares of shares of Company Common Stock and (iii) the Abpro Preferred Shares (including those shares resulting from the convertible notes conversion and warrant conversion) that are issued and outstanding immediately prior to the Effective Time to be converted into shares of Abpro Common Stock.

Conditions to closing

The obligations of the Company and Abpro to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law or governmental order or other legal restraint or prohibition preventing the consummation of the Business Combination, (iii) the Registration Statement being declared effective under the Securities Act, (iv) the ACAB New Common Shares to be issued in connection with the Business Combination having been approved for listing on Nasdaq, (v) the approval of certain of the Company Proposals by the Company’s stockholders, (vi) obtaining the Abpro written consent approving the Business Combination; (vii) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the Closing; and (viii) the Company arranging for binding commitments of at least $8.7 million in available closing cash consisting of funds in the Trust Account (after reduction for payments made in connection with redemptions by the Company stockholders) plus any funds available pursuant to a PIPE Financing, forward purchase agreement, equity line of credit, convertible note financing and other sources of financing, less any Unpaid SPAC Expenses, as described in the Business Combination Agreement, subject to the Abpro’s waiver of such amount.

Sponsor Letter Agreement

On December 11, 2023, Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”) entered into an agreement with the Company, the Abpro and Abpro Bio Co., Ltd (the “Sponsor Letter Agreement”), whereby Sponsor agrees to (i) retain 2.95 million shares of the Company’s Series A Common Stock held by it, (ii) divide 2,458,333 shares of the Company’s Series A Common Stock held by it among the Sponsor, who will be entitled to 491,667 of the shares, Abpro, who will be entitled to 983,333 of the shares, and Abpro Bio Co., Ltd, who will be entitled to 983,333 of the shares, for such party to use to obtain non-redemption commitments from the Company’s stockholders or other capital for ACAB or the Surviving Company (with any shares unused for such purpose to be retained by such party) and (ii) forfeit the remainder of any the Company’s Series A Common Stock and the Company’s Series B Common Stock held by it.

Sponsor Support Agreement

On December 11, 2023, the Company, Abpro and the Sponsor entered into the Sponsor Support Agreement pursuant to which the Sponsor agreed to, among other things, vote all of its shares of the Company’s Series A Common Shares and the Company’s Series B Common Shares held by it, whether now owned or hereafter acquired, (i) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), and (ii) against any proposal, action or agreement that would impede, interfere with, delay, postpone or discourage any provision of the Sponsor Support Agreement, the Business Combination Agreement or the transactions contemplated thereby (including the Business Combination). In addition, in the Sponsor Support Agreement, the Sponsor agrees to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of the Company’s Series B Common Stock held by the Sponsor convert into shares of the Company’s Series A Common Stock in connection with the transactions contemplated by the Business Combination Agreement.

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

On October 9, 2024 and on October 17, 2024, ACAB filed an amendment to its Registration Statement on Form S-4 with SEC in connection with the previously announced proposed business combination with Abpro. The Registration Statement went effective on October 18, 2024.

On October 16, 2024, the Company received a delisting determination letter (“Delisting Determination Letter”) from Nasdaq notifying us that the Company failed to regain compliance with the Nasdaq Deficiencies by the expiration of the October 15, 2024 compliance period referenced above. Additionally, the Delisting Determination Letter also noted that, as of September 10, 2024, the Company failed to meet the minimum requirement of 750,000 publicly held shares of its listed common stock under Nasdaq Listing Rule 5450(b)(1)(B). The Delisting Determination Letter states that unless the Company request a hearing before a Nasdaq Hearing Panel (“Panel”) by October 23, 2024, trading of its common stock and warrants would be suspended.

On October 30, 2024, ACAB entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Under the SEPA, Yorkville agreed to advance up to $5 million to the Company upon the occurrence of certain events in exchange for one or more promissory notes maturing in one-year, subject to acceleration. In addition, after the Closing of the Business Combination, if certain conditions are met, the Company may issue shares to Yorkville with Yorkville relaying cash to the Company in an amount specified in the SEPA.

The Company, Abpro and the Investor also entered into a registration rights agreement (the “Registration Rights Agreement”), dated October 30, 2024, pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement covering the resale of the applicable registrable securities under the Registration Rights Agreement, including the Company’s shares of common stock issuable to the Investor under the SEPA. The SEPA, Registration Rights Agreement, and the Promissory Note, and the documents executed in connection therewith, are referred to herein collectively as the “Financing Agreements.”

On November 5, 2024, the Company and Abpro entered into a non-redemption agreement (the “Non-Redemption Agreement”), with Sandia Investment Management LP on behalf of certain funds, investors, entities or accounts for which it or its affiliates acts as manager, sponsor or advisor (the “Investors”). Pursuant to such Non-Redemption Agreement, each Investor agreed to rescind or reverse any previously submitted redemption demand of the common stock of the Company held or to be acquired by such Investor (the “Investor Shares”) up to 124,352 shares of common stock in the aggregate.

On November 7, 2024, the Company and Abpro entered into a Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with YA II PN, LTD. (the “Seller”) to which a maximum of up to 500,000 Shares (as defined below) (the “Maximum Number of Shares”) will be subject. For purposes of the Forward Purchase Agreement, (i) the Company is referred to as the “Counterparty” prior to the consummation of the Business Combination, while PubCo is referred to as the “Counterparty” after the consummation of the Business Combination and (ii) “Shares” means shares of the Series A common stock, par value $0.0001 per share, of the Company prior to the closing of the Business Combination (“ACAB Shares”), and, after the closing of the Business Combination, shares of common stock, par value $0.0001 per share, of PubCo (“PubCo Shares”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Forward Purchase Agreement.

Upon consummation of the Business Combination, the Company shall pay or cause to be paid to the Investors a payment in respect of their respective Investor Shares from cash released from the trust account established in connection with the Company’s initial public offering equal to the number of Investor Shares multiplied by the redemption price, minus the number of Investor Shares multiplied by $9.00.

On November 12, 2024, ACAB and Abpro completed the closing of the Business Combination of ACAB with Abpro Corporation, pursuant to the previously announced Business Combination Agreement, dated December 11, 2023, amended by an amendment dated September 4, 2024, by and among ACAB, Abpro Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ACAB, and Abpro Corporation, following the approval at the special meeting of the shareholders of ACAB held on November 7, 2024. On November 12, 2024, pursuant to the BCA, and as described in greater detail in the Company’s final prospectus and definitive proxy statement, which was filed with the SEC on October 18, 2024, Merger Sub merged with and into Abpro Corporation, with Abpro Corporation surviving the merger as a wholly owned subsidiary of ACAB, and ACAB changed its name to Abpro Holdings, Inc. As consideration for the Business Combination, New Abpro issued to or reserved for Abpro Corporation shareholders an aggregate of approximately 50,000,000 shares of New Abpro common stock, par value $0.0001 per share, consisting of 39,413,500 shares of Common Stock issued to Abpro Corporation shareholders, and 10,586,500 shares of Common Stock reserved for issuance in connection with certain Abpro Corporation rollover RSUs and stock options. In addition, New Abpro issued an aggregate of 3,367,401 shares of Common Stock to the PIPE investors (as described below), an aggregate of 1,250,000 shares of Common Stock to vendors in connection with the Closing, and Atlantic Coastal Acquisition Management II LLC forfeited and New Abpro cancelled 966,442 shares of Common Stock.

Under the Second Amended Articles of Incorporation of ACAB dated November 12, 2024, each of the outstanding shares of ACAB Series A Common Stock and the outstanding share of ACAB Class B Common Stock was exchanged into one share of Common Stock.

Unless otherwise defined herein, capitalized terms used in this Quarterly Report on Form 10-Q have the same meaning as set forth in the Proxy Statement/Prospectus.

In connection with the Special Meeting, ACAB shareholders holding 330,276 shares of ACAB’s Series A common stock (the “Public Shares”) (after giving effect to the share repurchases by Yorkville as described below) exercised their right to redeem their shares for a pro rata portion of the funds in ACAB’s trust account. Prior to the Closing approximately $3,752,627 (approximately $11.36 per Public Share) was removed from the Trust Account to pay such holders.

Following the Closing, Abpro’s stockholders shall be issued up to 14,500,000 additional shares of the Post- Combination Company common stock if, within five calendar years after the closing of the Business Combination, the volume weighted average price of shares of Series A Common Stock on Nasdaq, or any other national securities exchange on which the shares of Series A Common Stock are then traded (“VWAP”) meets or exceeds three-tier target prices defined in the agreement, as follows:

one-third of the total Earnout Shares, if, the VWAP is greater than or equal to $13.00 over any 20 trading days within any consecutive 30 trading day period (the “First Share Target”)

one-third of the total Earnout Shares, if, the VWAP is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period (the “Second Share Target”)

one-third of the total Earnout Shares, if, the VWAP is greater than or equal to $18.00 over any 20 trading days within any consecutive 30 trading day period (the “Third Share Target”).

These shares are contingently issuable upon the achievement of the set market performance targets. Considering the underlying contingent consideration to be transferred are common stocks, and as such is indexed to the Post-Combination Company’s own stock and classified in stockholders’ equity in the statement of financial position, we deemed the contingent payments under the earnout provisions to qualify for the scope exception in Accounting Standards Codification (“ASC”) 815-10-15-74(a). As a result, the contingent consideration obligation will be recognized when the contingency is resolved, and the consideration is paid or becomes payable and has no impact on the pro forma condensed financial statements.

Abpro’s 61,009 outstanding common stock warrants expired upon the consummation of the Business Combination.

Concurrently with the execution of the BCA, Abpro and Abpro Bio International, Inc., an Abpro stockholder, entered into an agreement, pursuant to which Sponsor agreed to, at the Closing Date, (i) retain 2,950,000 shares of Series A Common Stock of ACAB, (ii) retain 291,667 shares, and transfer 983,333 shares to Abpro and 983,333 of the shares Abpro Bio, for such parties to use to obtain non-redemption commitments from SPAC stockholders or other capital for SPAC or the Surviving Corporation (with any shares unused for such purpose to be retained by such party), and (iii) forfeit the remainder of any Series A Common Stock and Series B Common Stock held by Sponsor (or 966,441 Series A shares and 1 Series B shares). It was also agreed in the Sponsor Share Letter that the Sponsor will transfer 200,000 shares to one of ACAB’s financial advisors for the services provided prior to the merger date. The transfer of 983,333 shares of ACAB Series A Common Stock to Abpro Bio was reflected in the pro forma condensed financial statements as a part of the recapitalization in conjunction with the Business Combination and this transfer has no financial impact. As it relates to 983,333 shares transferred to Abpro, the corresponding issuance costs will be recorded at the date these shares are transferred to third-party investors against non-redemption or capital commitments. If the 983,333 shares of Series A common stock held by Abpro and 291,667 shares held by the Sponsor are transferred to third-party investors in conjunction with their capital commitments, the maximum related costs to be recorded to additional paid-in capital will be in the amount of approximately $14.3 million (based on the fair value of ACAB’s common stock shares of $11.20 per share at September 30, 2024) with the corresponding decrease in the paid-in-capital.

Under the terms of the BCA, at the Closing of the Business Combination, the Sponsor received 600,601 shares of common stock of New Abpro in exchange for the extinguishment of $2,000,000 advances to ACAB by the Sponsor.

In connection with the Closing, the PIPE Investors (defined below) received 3,367,401 shares of New Apro under the PIPE Subscription Agreements (defined below). On August 22, 2024, ACAB entered into subscription agreements with Abpro Bio and Celltrion Inc. (“Celltrion” and together with Abpro Bio, the “PIPE Investors”) (the “PIPE Subscription Agreements”). Pursuant to the PIPE Subscription Agreements, at the Closing of the Business Combination, Abpro Bio purchased 622,467 newly-issued shares of New Abpro at a price of $10.00 per share, for an aggregate purchase price of $6,224,670 of which $4,225,663 was through the extinguishment of the balance due to Abpro Bio under the promissory note agreement between Abpro and Abpro Bio, and the remainder of $2,000,007 in cash. In addition, Abpro Bio received an aggregate of 1,244,934 Company Incentive Shares. Celltrion purchased 500,000 newly issued shares of New Abpro common stock, at the closing of the Business Combination, at a price of $10.00 per share, for an aggregate purchase price of $5,000,000. In addition, Celltrion was granted an aggregate of 1,000,000 Company Incentive Shares.

On November 7, 2024, ACAB and Abpro entered into a Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with YA II PN, LTD (“Yorkville”). In connection with the Closing, and pursuant to the terms of the Forward Purchase Agreement, prior to the Closing Date, Yorkville purchased 100,000 shares from third parties (“Recycled Shares”), pursuant to the pricing date notice dated November 12, 2024. At the Closing of the Business Combination, in accordance with the terms of the Forward Purchase Agreement, Yorkville received approximately $1.1 million (the “Prepayment Amount”) from the Trust Account, equal to $11.36 per Recycled Share (the “Initial Price”).

In connection with the Closing, approximately $2 million of promissory note liabilities of Abpro were converted into 600,000 New Abpro common stock shares.

In connection with the closing of the Business Combination stockholders holding a total of 330,276 public shares of Series A common stock exercised their right to redeem their public shares for an aggregate of $3,752,627. As a result of the foregoing, those holders received a payment of approximately $11.36 per share redeemed.

On November 14, 2024, pursuant to the previously disclosed Standby Equity Purchase Agreement (“SEPA”) dated October 30, 2024 with YA II PN, LTD., New Abpro entered into a Convertible Promissory Note (“Yorkville Note”) for $3,000,000, and received net proceeds of $2,755,000. The Yorkville Note has a maturity of November 13, 2025, incurs interest at a rate of 0% (or 18% upon the occurrence of an uncured Event of Default), and is redeemable at the option of New Abpro if the VWAP of New Abpro’s Common Stock is less than $11.50. Yorkville has a right to convert any portion of the Yorkville Note at any time at a conversion price per share equal to the lower of (i) 94% of the lowest daily VWAP during the previous 5 consecutive trading days and (ii) $11.50, which may be adjusted downward upon payment of stock dividend, stock split or reclassification, or if New Abpro issues Common Stock for no consideration or at a price lower than the then-effective Fixed Price (as defined in the Yorkville Note).

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On January 11, 2024, the Company entered into an amended services agreement with and advisor, that was origin ally entered into on April 11 2023. The advisor will provide advisory services as it pertains to a business combination. Upon the closing of a business combination the advisor will receive 200,000 shares of Series a common stock in the post-closing Company and 4% of the gross proceeds raised from investors and received by the Company or the target prior to the business combination or simultaneously. All consideration is to be paid simultaneously with the closing of the business combination.

On January 18, 2024, the Sponsor, the Company, Abpro and Abpro Bio entered into an amendment to the Sponsor Letter Agreement (the “Amended Sponsor Letter Agreement”), which amended the amount of shares each party thereunder is entitled to, consistent with the description previously disclosed on December 11, 2023 and as contemplated in the Business Combination Agreement, dated as of December 11, 2023, by and among the Company, Abpro Merger Sub Corp., a Delaware corporation, and Abpro. For the avoidance of doubt, the Amended Sponsor Letter Agreement supersedes and replaces the Sponsor Letter Agreement in its entirety.

On January 21, 2024, the Company received a partial waiver from an underwriter from the initial public offering that was entitled to a portion of the deferred underwriter fee. Subject to the closing of the businesses combination between the Company and Abpro, the underwriter waived $4,290,000 of the underwriter fee in exchange for 600,000 of common stock in the post-merger Company.

On January 22, 2024, the Company issued a press release announcing that it filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (“SEC”) on January 19, 2024 in connection with the previously announced proposed business combination with Abpro (the “Business Combination”).

Stockholders' Deficit

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Stockholders' Deficit [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock —The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Series A Common Stock —The Company is authorized to issue up to 100,000,000 shares of Series A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2024 and December 31, 2023, there were 7,499,999 shares of Series A common stock issued and outstanding, excluding 541,269 and 667,391 shares subject to possible redemption, respectively.

Series B Common Stock —The Company is authorized to issue up to 10,000,000 shares of Series B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2022, there were 7,500,000 shares of Series B common stock issued and outstanding, of which an aggregate of up to 978,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Initial Stockholders will own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding. Due to the underwriters’ election to partially exercise their overallotment option, 3,750 shares were forfeited, 1 Series B common stock are issued and outstanding at September 30, 2024 and December 31, 2023.

Holders of Series A common stock and Series B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

The shares of Series B common stock will automatically convert into shares of Series A common stock concurrently or immediately following the consummation of a Business Combination, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Series A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Series A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of shares of Series A common stock outstanding after such conversion (after giving effect to any redemption of shares of Series A common stock by Public Stockholders), including the total number of shares of Series A common stock, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Series A common stock or equity-linked securities exercisable for or convertible into shares of Series A common stock issued, or to be issued, to any seller in a Combination and any Private Placement Warrants issued to the Sponsor, officers, or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants —As of September 30, 2024 and December 31, 2023, there are 15,000,000 outstanding Public Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that there is an effective registration statement under the Securities Act covering the Series A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the public warrant agreement) and such shares are registered, qualified, or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Series A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Series A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Series A common stock upon exercise of a warrant unless Series A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Series A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of the shares of Series A common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the shares of Series A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and

●

if, and only if, the reported last sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Series A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Series A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Series A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Series A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Series A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

As of September 30, 2024 and December 31, 2023, there were 13,850,000 Private Placement Warrants, The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the Series A common stock issuable upon the exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 7 — STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

Series A Common Stock — The Company is authorized to issue up to 100,000,000 shares of Series A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2023 and 2022, there were 7,499,999 and no shares of Series A common stock issued and outstanding, excluding 667,391 and 30,000,000 shares subject to possible redemption, respectively.

Series B Common Stock — The Company is authorized to issue up to 10,000,000 shares of Series B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2022, there were 7,500,000 shares of Series B common stock issued and outstanding, of which an aggregate of up to 978,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Initial Stockholders will own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding. Due to the underwriters’ election to partially exercise their overallotment option, 3,750 shares were forfeited, 1 and 7,500,000 Series B common stock are issued and outstanding at December 31, 2023 and 2022, respectively.

Holders of Series A common stock and Series B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

The shares of Series B common stock will automatically convert into shares of Series A common stock concurrently or immediately following the consummation of an Initial Business Combination, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Series A common stock, or equity-linked securities, are issued or deemed issued in connection with the Initial Business Combination, the number of shares of Series A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of shares of Series A common stock outstanding after such conversion (after giving effect to any redemption of shares of Series A common stock by Public Stockholders), including the total number of shares of Series A common stock, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination, excluding any shares of Series A common stock or equity-linked securities exercisable for or convertible into shares of Series A common stock issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers, or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than

one-for-one basis.

Warrants — As of December 31, 2023 and 2022, there are 15,000,000 outstanding Public Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that there is an effective registration statement under the Securities Act covering the Series A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the public warrant agreement) and such shares are registered, qualified, or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and

●

As of December 31, 2023 and 2022, there are 13,850,000 Private Placement Warrants, The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the Series A common stock issuable upon the exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Organization and Plan of Business Operations

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Organization and Plan of Business Operations [Abstract]

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

Atlantic Coastal Acquisition Corp. II (“ACAB”, now known as Abpro Holdings, Inc., “Abpro”) (the “Company”) is a blank check company incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Business Combination

On November 12, 2024, ACAB and Abpro completed a series of transactions that resulted in the combination (the “Closing” of the “Business Combination”) of ACAB with Abpro Corporation, a Delaware corporation (“Abpro Corporation”), pursuant to the previously announced Business Combination Agreement, dated December 11, 2023, amended by an amendment dated September 4, 2024 (the “BCA”), by and among ACAB, Abpro Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ACAB (“Merger Sub”), and Abpro Corporation, following the approval at the special meeting of the shareholders of ACAB held on November 7, 2024 (the “Special Meeting”). On November 12, 2024, pursuant to the BCA, and as described in greater detail in the Company’s final prospectus and definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 18, 2024 (the “Proxy Statement/Prospectus”), Merger Sub merged with and into Abpro Corporation, with Abpro Corporation surviving the merger as a wholly owned subsidiary of ACAB, and ACAB changed its name to Abpro Holdings, Inc. (“New Abpro”). As consideration for the Business Combination, New Abpro issued to or reserved for Abpro Corporation shareholders an aggregate of approximately 50,000,000 shares of New Abpro common stock, par value $0.0001 per share (the “Common Stock”), consisting of 39,413,500 shares of Common Stock issued to Abpro Corporation shareholders, and 10,586,500 shares of Common Stock reserved for issuance in connection with certain Abpro Corporation rollover RSUs and stock options (collectively, the “Merger Consideration”). In addition, New Abpro issued an aggregate of 3,367,401 shares of Common Stock to the PIPE investors (as described below), an aggregate of 1,250,000 shares of Common Stock to vendors in connection with the Closing, and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”) forfeited and New Abpro cancelled 966,442 shares of Common Stock (further described below).

Unless otherwise defined herein, capitalized terms used in this Quarterly Report on Form 10-Q have the same meaning as set forth in the Proxy Statement/Prospectus.

In connection with the Special Meeting, ACAB shareholders holding 330,276 shares of ACAB’s Series A common stock (the “Public Shares”) (after giving effect to the share repurchases by Yorkville as described below) exercised their right to redeem their shares for a pro rata portion of the funds in ACAB’s trust account (the “Trust Account”). Prior to the Closing approximately $3,752,627 (approximately $11.36 per Public Share) was removed from the Trust Account to pay such holders.

Following the Closing, Abpro’s stockholders shall be issued up to 14,500,000 additional shares of the Post-Combination Company common stock (“Earnout Shares”) if, within five calendar years after the closing of the Business Combination, the volume weighted average price of shares of Series A Common Stock on Nasdaq, or any other national securities exchange on which the shares of Series A Common Stock are then traded (“VWAP”) meets or exceeds three-tier target prices defined in the agreement, as follows:

one-third of the total Earnout Shares, if, the VWAP is greater than or equal to $13.00 over any 20 trading days within any consecutive 30 trading day period (the “First Share Target”)

one-third of the total Earnout Shares, if, the VWAP is greater than or equal to $15.00 over any 20 trading days within any consecutive 30 trading day period (the “Second Share Target”)

one-third of the total Earnout Shares, if, the VWAP is greater than or equal to $18.00 over any 20 trading days within any consecutive 30 trading day period (the “Third Share Target”).

Abpro’s 61,009 outstanding common stock warrants expired upon the consummation of the Business Combination.

Concurrently with the execution of the BCA, Abpro and Abpro Bio International, Inc. (“Abpro Bio”), an Abpro stockholder, entered into an agreement (the “Sponsor Share Letter”), pursuant to which Sponsor agreed to, at the Closing Date, (i) retain 2,950,000 shares of Series A Common Stock of ACAB, (ii) retain 291,667 shares, and transfer 983,333 shares to Abpro and 983,333 of the shares Abpro Bio (“Promote Shares”), for such parties to use to obtain non-redemption commitments from SPAC stockholders or other capital for SPAC or the Surviving Corporation (with any shares unused for such purpose to be retained by such party), and (iii) forfeit the remainder of any Series A Common Stock and Series B Common Stock held by Sponsor (or 966,441 Series A shares and 1 Series B shares). It was also agreed in the Sponsor Share Letter that the Sponsor will transfer 200,000 shares to one of ACAB’s financial advisors for the services provided prior to the merger date. The transfer of 983,333 shares of ACAB Series A Common Stock to Abpro Bio was reflected in the pro forma condensed financial statements as a part of the recapitalization in conjunction with the Business Combination and this transfer has no financial impact. As it relates to 983,333 shares transferred to Abpro, the corresponding issuance costs will be recorded at the date these shares are transferred to third-party investors against non-redemption or capital commitments. If the 983,333 shares of Series A common stock held by Abpro and 291,667 shares held by the Sponsor are transferred to third-party investors in conjunction with their capital commitments, the maximum related costs to be recorded to additional paid-in capital will be in the amount of approximately $14.3 million (based on the fair value of ACAB’s common stock shares of $11.20 per share at September 30, 2024) with the corresponding decrease in the paid-in-capital.

On November 14, 2024, pursuant to the previously disclosed Standby Equity Purchase Agreement (“SEPA”) dated October 30, 2024 with YA II PN, LTD., New Abpro delivered a Convertible Promissory Note to Yorkville (“Yorkville Note”) for $3,000,000, and received net proceeds of $2,755,000. The Yorkville Note has a maturity of November 13, 2025, incurs interest at a rate of 0% (or 18% upon the occurrence of an uncured Event of Default), and is redeemable at the option of New Abpro if the VWAP of New Abpro’s Common Stock is less than $11.50. Yorkville has a right to convert any portion of the Yorkville Note at any time at a conversion price per share equal to the lower of (i) 94% of the lowest daily VWAP during the previous 5 consecutive trading days and (ii) $11.50, which may be adjusted downward upon payment of stock dividend, stock split or reclassification, or if New Abpro issues Common Stock for no consideration or at a price lower than the then-effective Fixed Price (as defined in the Yorkville Note).

Business Prior to the Business Combination

As of September 30, 2024, the Company had not yet commenced any operations. All activity for the period May 20, 2021 (inception) through September 30, 2024 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Series A common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of its over-allotment option in the amount of 3,900,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), generating gross proceeds of $13,850,000, which is described in Note 4.

Transaction costs amounted to $17,204,107, consisting of $5,760,000 of underwriting fees (net of $240,000 reimbursed by the underwriters), $10,500,000 of deferred underwriting fees, and $944,107 of other offering costs.

Following the closing of the Initial Public Offering on January 19, 2022, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders.

The Company had 15 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On April 18, 2023, the company held the Meeting to approve an extension of time for the Company to consummate a Business Combination from April 19, 2023 to October 19, 2023, subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. The extension was approved and a result 26,564,308 shares of the Company’s Series A common stock were redeemed at approximately $10.41 per share.

On April 18, 2023, the Sponsor, the Company’s independent directors, and Apeiron Investment Group Ltd (collectively, the “Series B Holders”) voluntarily converted 7,499,999 shares of Series B common stock of the Company they held as of such date into 7,499,999 shares of Series A common stock of the Company (the “Conversion”) in accordance with the amended and restated certificate of incorporation, as amended. With respect to shares of Series A common stock that they received as result of the Conversion, the Series B Holders (i) agreed that they would not vote such stock until after the closing of a Business Combination and (ii) acknowledged that such stock would not be entitled to any distribution from the Company’s trust account. As a result of the Conversion and the results of the Meeting described above, the Company has an aggregate of 10,935,691 shares of Series A common stock outstanding and 1 share of Series B common stock (held by the Sponsor) outstanding.

On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the aggregate principal amount of $80,000, respectively, (the “Notes”) to the Sponsor. The $80,000 of proceeds was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a Business Combination. Upon the closing of a Business Combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to $10.20 per share. In the event that the Company does not complete a Business Combination, the amounts loaned under the Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven.

On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Combination Period from October 19, 2023 to November 19, 2023.

On November 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Combination Period from November 19, 2023 to December 19, 2023.

On December 11, 2023, the Company, Abpro Merger Sub Corp., a Delaware corporation, and Abpro Corporation, a Delaware corporation (“Abpro”), entered into a business combination agreement (the “Business Combination Agreement” and the transactions contemplated thereby, the “Merger”). Please see the Current Report on Form 8-K filed on December 12, 2023 for more information on the terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the Merger.

On December 15, 2023, the company held the Meeting to approve an extension of time for the Company to consummate a Business Combination from December 19, 2023 to March 19, 2024, subject to deposits into the trust account maintained for the benefit of the Company’s public stockholders the lesser of (a) $30,000 or (b) $0.045 for each Public Share that is not redeemed in connection with the Meeting. If the Company has not consummated a Business Combination by the Extended Date, the Company may, without another stockholder vote, elect to extend the Extended Date on a monthly basis up to six times by an additional one month each time thereafter, until September 19, 2024. The extension was approved and a result 2,768,301 public shares of Series A common stock exercised and did not reverse, their right to redeem their Public Shares in connection with the vote upon the Charter Amendment Proposal. As a result of the foregoing, those holders will receive a payment of approximately $10.68 per share redeemed. This resulted in $29,728,990 being withdrawn from the trust account and paid to redeeming stockholders. The payment to the redeeming stockholders was processed in January 2024, as such $29,728,990 has been removed from Series A common stock subject to redemption and recorded as common stock to be redeemed.

On January 21, 2024, the Company received a partial waiver from an underwriter from the initial public offering that was entitled to a portion of the deferred underwriter fee. Subject to the closing of the Merger, the underwriter waived $4,290,000 of the underwriter fee in exchange for 600,000 of common stock in the post-merger Company.

On April 17, 2024, May 20, 2024, June 26, 2024, July 20, 2024, and September 17, 2024 a $10,000 extension payment was made to extend until May 19, 2024, June 19, 2024, July 19, 2024, August 19, 2024, September 19, 2024 and October 19, 2024, respectively. On April 2, 2024, the Company filed an amendment to its Registration Statement on Form S-4 with the SEC in connection with the previously announced proposed Merger with Abpro Corporation. On April 30, 2024, the Company filed a second amendment to its Registration on Form S-4 with the SEC.

On April 10, 2024, the Company, Polar Multi-Strategy Master Fund (the “Investor”), and the Sponsor entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Investor agreed to provide a capital contribution to the Sponsor in an aggregate amount of up to $360,000 (the “Capital Contribution”) in exchange for 1 share of the Company’s Series A common stock held by the Sponsor for each $1 invested by the Investor as of the closing of the Company’s proposed Merger (the “Closing”), provided that the obligation to make capital contributions will terminate on September 19, 2024. Funds invested by the Investor pursuant to the Subscription Agreement will in turn will be loaned by the Sponsor to the Company on an interest-free basis (the “SPAC Loan”) in order to fund the Company’s working capital needs and other expenses in connection with the Closing. As of this filing the Company has drawn the full $360,000 available for withdrawal.

Upon the Closing, the Company will pay to the Sponsor the principal amount outstanding under the SPAC Loan. In addition, the Investor will be entitled to receive from the Sponsor an amount equal to the Capital Contribution in cash or shares of the Company’s common stock, as determined at the Investor’s election (the “Return of Capital”). If the Investor elects to receive the Return of Capital in shares, then the Sponsor will transfer, or the Company (or the surviving entity following the Closing) will issue to the Investor, shares of the Company’s common stock at a rate of 1 share for each $10 invested by the Investor as of the Closing.

In the event that the Company or the Sponsor defaults on certain of its obligations under the Subscription Agreement, and such default continues uncured for a period of five business days following written notice by the Investor to the Company and the Sponsor (the “Default Date”), the Company (or the surviving entity following the Closing) will immediately issue to the Investor 36,000 shares of ACAB common stock on the Default Date and will subsequently issue an additional 36,000 shares of the Company’s common stock on each monthly anniversary of the Default Date thereafter, until such default is cured.

On April 18, 2024, the Company entered into a promissory note agreement with one of its executives to receive up to $1,475,000 in funding. Between April and July 2024, the Company received the full $1,475,000 in advances from the executive, as of the issuance date of these financial statements. These advances accrue interest at 7.5% per annum through the maturity date and at 9.5% per annum after the maturity date if any amounts then remain outstanding. All advances, plus accrued interest, are due and payable on the earlier of (i) the closing of the Business Combination and (ii) September 19, 2024. This promissory note agreement includes early repayment provisions which state that if in any calendar month prior to the closing of the Merger, the Company receives capital or cash flows from another party, then the executive will be paid 10% of such proceeds prior to any other obligations that the Company may have until the principal and interest have been repaid.

On April 18, 2024, the Company received letters from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that (i) the Company was not in compliance with Nasdaq’s Listing Rule 5450(b)(1)(B) because the Company has not, as of the fiscal year ended December 31, 2023, maintained a minimum of 1,100,000 publicly held shares, as required under the Nasdaq continued listing standards for The Nasdaq Global Market and (ii) the Company has failed to maintain a minimum market value of publicly held shares of $15,000,000 for the 30 consecutive business day period preceding this letter, as required under Nasdaq Listing Rule 5450(b)(2)(C).

Under Nasdaq Listing Rules, the Company has 45 calendar days to submit a plan to regain compliance with Rule 5450(b)(1)(B) and 180 calendar days to regain compliance with Rule 5450(b)(2)(C). The Company expects that both deficiencies will be cured as a result of the consummation of the proposed Merger with Abpro. On April 23, 2024, the Company submitted its plan of compliance to Nasdaq, where it requested an extension of the compliance period to regain compliance with Rule 5450(b)(1)(B) from 45 calendar days to 180 calendar days, which request was subsequently granted by Nasdaq.

On July 18, 2024, Company, by resolution of the board of directors of the Company, in accordance with the Company’s Amended and Restated Certificate of Incorporation (as amended), extended the expiration date of the amount of time that the Company has available to complete a business combination from July 19, 2024 to August 19, 2024.

On July 31, 2024, the Company received notice from the Nasdaq indicating that the Company was not in compliance with Nasdaq’s Listing Rule 5450(a) because the Company has failed to maintain a minimum of 400 holders of record and/or beneficial owners for its primary equity securities listed on The Nasdaq Global Market, as required under the Nasdaq continued listing standards for The Nasdaq Global Market.

Under Nasdaq Listing Rules, the Company has 45 calendar days to submit a plan to regain compliance with Listing Rule 5450(a) and may be granted up to 180 calendar days from the date of the notice to regain compliance therewith. The Company plans to submit its plan of compliance to Nasdaq within the required timeframe.

On August 16, 2024, the “Company, by resolution of the board of directors of the Company, in accordance with the Company’s Amended and Restated Certificate of Incorporation (as amended), extended the expiration date of the amount of time that the Company has available to complete a business combination from August 19, 2024 to September 19, 2024.

On September 17, 2024, the “Company, by resolution of the board of directors of the Company, in accordance with the Company’s Amended and Restated Certificate of Incorporation (as amended), extended the expiration date of the amount of time that the Company has available to complete a business combination from September 19, 2024 to October 19, 2024.

On August 20, 2024, the Company filed a preliminary proxy statement with the SEC to be distributed to holders of the Company’s common stock in connection with the Company’s solicitation of proxies for a vote by the Company’s stockholders with respect to a proposal to amend the Company’s Certificate of Incorporation to extend the date by which the Company must complete a Business Combination from September 19, 2024 to October 19, 2024 (the “Termination Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date by resolution of the Company’s board of directors, if requested by the Sponsor, until November 19, 2024 or a total of up to two months after the Termination Date, unless the closing of a Business Combination shall have occurred prior thereto.

The Company, by resolution of the board of directors of the Company, in accordance with the Company’s Amended and Restated Certificate of Incorporation (as amended), extended the expiration date of the amount of time that the Company has available to complete a Business Combination. On April 17, 2024, May 20, 2024, June 26, 2024, July 20, 2024, and September 17, 2024 a $10,000 extension payment was made to extend until May 19, 2024, June 19, 2024, July 19, 2024, August 19, 2024, September 19, 2024, and October 19, 2024. At the closing of the Business Combination $16,238 was withheld and paid to redeeming stockholders for the extension of the Business Combination Period from October 19, 2024 to November 19, 2024.

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules that have been promulgated thereunder, certain transactions, including the Merger, may not be consummated unless an HSR Notification and Report Form has been furnished to the Antitrust Division of the Department of Justice and by the Federal Trade Commission (“FTC”) by each party and certain waiting period requirements have been satisfied. The Merger is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. The Company and Abpro submitted the required HSR notifications to the FTC and the DOJ on April 23, 2024. The statutory waiting period under the HSR Act expired on May 23, 2024.

On August 22, 2024, Atlantic Coastal Acquisition Corp. II entered into the Abpro Bio PIPE Subscription Agreement with Abpro Bio, pursuant to which Abpro Bio agreed to subscribe for and purchase, and ACAB agreed to issue and sell, 622,467 newly-issued shares of Series A common stock, par value $0.0001 per share, the Abpro Bio PIPE Shares substantially concurrently with the Closing, at a price of $10.00 per share, for an aggregate purchase price of $6,224,670. In addition, Abpro Bio will be granted an aggregate of 1,244,934 shares of Series A common stock previously allocated among ACAB and the Company, among others, for the purposes of a PIPE financing, obtaining capital for ACAB or the surviving company of the Business Combination such shares, the Abpro Incentive Shares. Abpro Bio holds an approximately 35% ownership interest the Company and has previously entered into a Collaboration and License Agreement with the Company in January 2020 and, in connection therewith, made a $30 million equity investment in the Company. Additionally, on October 18, 2023, the Company issued a promissory note in the aggregate principal amount of up to $6 million for the benefit of the “company Loan. Part of the purchase price for the Abpro Bio PIPE Shares includes $4,224,663.33 under the Company Loan that shall be forgiven, with the remainder of the purchase price in cash.

On August 22, 2024, ACAB entered into the Celltrion Subscription Agreement and, together with the Abpro Bio PIPE Subscription Agreement, the PIPE Subscription Agreements with Celltrion, pursuant to which Celltrion agreed to subscribe for and purchase, and ACAB agreed to issue and sell, 500,000 newly-issued shares of Series A common stock, par value $0.0001 per share, the Celltrion PIPE Shares substantially concurrently with the Closing, at a price of $10.00 per share, for an aggregate purchase price of $5,000,000. In addition, Celltrion will be granted an aggregate of 1,000,000 the Abpro Incentive Shares granted to Abpro Bio and Celltrion, together with the Abpro Bio PIPE Shares and the Celltrion PIPE Shares, collectively, the “PIPE Shares. Celltrion has previously entered into an exclusive collaboration and license agreement with the Company in September 2022, which was amended in August 2024, and is entitled to certain milestone payments from the Company thereunder.

On August 22, 2024, ACAB and Celltrion entered into the Investor Rights Agreement (the “IRA”) in connection with the Celltrion Subscription Agreement, which, among other things, provides for the designation by Celltrion of a director nominee at the next annual meeting of the surviving company following the successful consummation of the Business Combination.

On September 4, 2024, ACAB entered into as amended, the Business Combination Agreement with Abpro and Abpro Merger Sub Corp., pursuant to which 600,601 shares of Series A common stock of the surviving company will be issued at closing to ACAB’s sponsor, the Sponsor in lieu of repayment of $2,000,000 of Unpaid SPAC Expenses owed to the Sponsor as a result of advances made by the Sponsor to ACAB.

On September 19, 2024, at a special meeting of the stockholders of Atlantic Coastal Acquisition Corp. II, a Delaware corporation and a special purpose acquisition company whose securities are listed on the Special Meeting, the stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation, as the Charter, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete such Business Combination, and (iii) redeem or repurchase 100% of the Company’s Series A common stock included as part of the units sold in the Company’s initial public offering that was consummated on January 19, 2022 the Public Shares, from the Original Termination Date to the Extended Date, or such earlier date as determined by the Board, provided that the Company’s sponsor, Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company, deposits into the trust account maintained for the benefit of the Company’s public stockholders $0.03 for each Public Share that is not redeemed in connection with the Special Meeting. The Company elected to extend the Extended Date on a monthly basis once such monthly extension being hereinafter referred to as an “Additional Charter Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the Extended Date, until November 19, 2024, or a total of up to two months after the Original Termination Date. The Company, by resolution of the board of directors of the Company, in accordance with the Company’s Amended and Restated Certificate of Incorporation (as amended), extended the expiration date of the amount of time that the Company has available to complete a Business Combination to November 19, 2024.

In connection with the special meeting held on September 19, 2024, stockholders holding a total of 126,122 public shares of Series A common stock exercised their right to redeem their public shares, an aggregate of $1,423,594, in connection with the vote upon the Charter Amendment Proposal. As a result of the foregoing, those holders will receive a payment of approximately $11.29 per share redeemed. The payment to the redeeming stockholders was processed in October 2024, as such $1,423,594 has been removed from Series A common stock subject to redemption and recorded as common stock to be redeemed.

Going Concern and Liquidity

At September 30, 2024, the Company had $13,597 in its operating bank accounts and a working capital deficit of $7,480,594.

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40 “Presentation of Financial Statements—Going Concern,” management has determined the future viability of the Company is largely dependent on its ability to raise additional capital to finance its operations. The Company expects to seek additional funding through equity and debt financings, collaboration agreements and research grants. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects.

Accordingly, based on the considerations discussed above, management has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. If adequate funds are not available, the Company may require initiating steps to slow cash burn, extending the cash runway until financing can be secured. The unaudited condensed consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might result from the outcome of this uncertainty.

Risks and Uncertainties

The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and impact the Company’s ability to complete a Business Combination.

During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company has filed the excise tax return and has engaged the IRS in determining a payment plan for the balance.

The Company is unable to pay its obligation in full, as such it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

On April 18, 2023, December 13, 2023, and September 27, 2024 the Company’s stockholders redeemed 26,564,308 shares of Series A common stock for a total of $276,471,460, redeemed 2,768,301 shares of Series A common stock for a total of $29,728,990, and redeemed 126,122 shares of Series A common stock for a total of $1,423,594. respectively. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of December 31, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2024 and December 31, 2023, the Company recorded $3,076,240 and $3,062,004 of excise tax liability calculated as 1% of shares redeemed, respectively.

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

Atlantic Coastal Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On November 30, 2023 the Company formed Abpro Merger Sub Corp. (“Merger Sub”), a wholly owned subsidiary of the Company.

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2023, the Company had not yet commenced any operations. All activity for the period May 20, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination prior to September 19, 2024 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

On April 18, 2023, the company held the Meeting to approve an extension of time for the Company to consummate an initial business combination from April 19, 2023 to October 19, 2023, subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. The extension was approved and a result 26,564,308 shares of the Company’s Series A common stock were redeemed at approximately $10.41 per share.

On April 18, 2023, the Sponsor, the Company’s independent directors, and Apeiron Investment Group Ltd (collectively, the “Series B Holders”) voluntarily converted 7,499,999 shares of Series B Common Stock of the Company they held as of such date into 7,499,999 shares of Series A common stock of the Company (the “Conversion”) in accordance with the amended and restated certificate of incorporation, as amended. With respect to shares of Series A common stock that they received as result of the Conversion, the Series B Holders (i) agreed that they would not vote such stock until after the closing of a business combination and (ii) acknowledged that such stock would not be entitled to any distribution from the Company’s trust account. As a result of the Conversion and the results of the Meeting described above, the Company has an aggregate of 10,935,691 shares of Series A common stock outstanding and 1 share of Series B Common Stock (held by the Sponsor) outstanding.

On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the aggregate principal amount of $80,000, respectively, (the “Notes”) to the Sponsor. The $80,000 was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a business combination. Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to $10.20 per share. In the event that the Company does not complete a business combination, the amounts loaned under the Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven.

On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from October 19, 2023 to November 19, 2023.

On November 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from November 19, 2023 to December 19, 2023.

On December 11, 2023, the Company, Abpro Merger Sub Corp., a Delaware corporation, and Abpro Corporation, a Delaware corporation, entered into a business combination agreement (the “Business Combination Agreement”). Please see the Form 8-K filed on December 12, 2023 for more information on the terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the Merger.

On December 15, 2023, the company held the Meeting to approve an extension of time for the Company to consummate an initial business combination from December 19, 2023 to March 19, 2024, subject to deposits into the trust account maintained for the benefit of the Company’s public stockholders the lesser of (a) $30,000 or (b) $0.045 for each Public Share that is not redeemed in connection with the Meeting. If the Company has not consummated a Business Combination by the Extended Date, the Company may, without another stockholder vote, elect to extend the Extended Date on a monthly basis up to six times by an additional one month each time thereafter, until September 19, 2024. The extension was approved and a result 2,768,301 public shares of Series A common stock exercised and did not reverse, their right to redeem their public shares in connection with the vote upon the Charter Amendment Proposal. As a result of the foregoing, those holders will receive a payment of approximately $10.68 per share redeemed. This resulted in $29,728,990 being withdrawn from the trust account and paid to redeeming stockholders. The payment to the redeeming stockholders was processed in January 2024, as such $29,728,990 has been removed form Series A common stock subject to redemption and recorded as common stock to be redeemed.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern

At December 31, 2023, the Company had $264,538 in its operating bank accounts and a working capital deficit of $5,394,929.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these consolidated financial statements are issued.

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40 “Presentation of Financial Statements—Going Concern,” the Company has until April 19, 2024, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before April 19, 2024, it is uncertain that the Company will be able to consummate a Business Combination by this time. Management has determined that the liquidity condition, coupled with the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination on or prior to April 19, 2024, however it is uncertain that the Company will be able to consummate a Business Combination by this time. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 19, 2024.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and impact the Company’s ability to complete a Business Combination.

On April 18, 2023 and December 13, 2023, the Company’s stockholders redeemed 26,564,308 Series Class A shares for a total of $276,471,460 and redeemed 2,768,301 Series Class A shares for a total of $29,728,990, respectively. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of December 31, 2023 and determined that a contingent liability should be calculated and recorded. As of December 31, 2023, the Company recorded $3,062,004 of excise tax liability calculated as 1% of shares redeemed.

Commitments (Details) - USD ($)						9 Months Ended	12 Months Ended
Commitments (Details) - USD ($)	Jan. 21, 2024	Jan. 11, 2024	Dec. 11, 2023	Apr. 04, 2023	Jan. 07, 2022	Sep. 30, 2024	Dec. 31, 2023
Commitments [Line Items]
Underwriting discount per share (in Dollars per share)						$ 0.2	$ 0.2
Cash underwriting discount						$ 6,000,000	$ 6,000,000
Deferred fee per unit (in Dollars per share)						$ 0.35	$ 0.35
Underwriters deferred fee						$ 10,500,000	$ 10,500,000
Percentage of gross proceeds		4.00%
Net tangible assets						5,000,001
Closing cash						$ 8,700,000
Net tangible assets				$ 5,000,001
Commitments least cost				$ 8,700,000
Underwriter [Member]
Commitments [Line Items]
underwriter waived fee	$ 4,290,000
Common stock shares (in Shares)	600,000
Advisor [Member]
Commitments [Line Items]
Common stock shares (in Shares)		200,000
Non-Redemption Agreements [Member]
Commitments [Line Items]
Number of shares not available for redemption. (in Shares)				3,300,900
Aggregate of investor shares (in Shares)				825,225
Sponsor Letter Agreement [Member]
Commitments [Line Items]
Sponsor letter agreement, description			Sponsor agrees to (i) retain 2.95 million shares of the Company’s Series A common stock held by it, (ii) divide 2,458,333 shares of the Company’s Series A Common Stock held by it among the Sponsor, who will be entitled to 491,667 of the shares, Abpro, who will be entitled to 983,333 of the shares, and Abpro Bio Co., Ltd, who will be entitled to 983,333 of the shares, for such party to use to obtain non-redemption commitments from the Company’s stockholders or other capital for ACAB or the Surviving Company (with any shares unused for such purpose to be retained by such party) and (ii) forfeit the remainder of any the Company’s Series A common stock and the Company’s Series B common stock held by it.
Sponsor Letter Agreement [Member] \| Sponser [Member]
Commitments [Line Items]
Sponsor letter agreement, description			Sponsor agrees to (i) retain 2.95 million shares of the Company’s Series A Common Stock held by it, (ii) divide 2,458,333 shares of the Company’s Series A Common Stock held by it among the Sponsor, who will be entitled to 491,667 of the shares, Abpro, who will be entitled to 983,333 of the shares, and Abpro Bio Co., Ltd, who will be entitled to 983,333 of the shares, for such party to use to obtain non-redemption commitments from the Company’s stockholders or other capital for ACAB or the Surviving Company (with any shares unused for such purpose to be retained by such party) and (ii) forfeit the remainder of any the Company’s Series A Common Stock and the Company’s Series B Common Stock held by it.
Non-Redemption Agreement [Member]
Commitments [Line Items]
Number of shares not available for redemption. (in Shares)				3,300,900
Aggregate of investor shares (in Shares)				825,225
Initial Public Offering [Member]
Commitments [Line Items]
Percentage of advisory services fee					0.08%
Advisory services fee					$ 240,000

Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss carryforward
Startup/Organization Expenses	686,905	388,575
Total deferred tax assets	686,905	388,575
Valuation allowance	(686,905)	(388,575)
Deferred tax assets, net of allowance

Income Taxes (Details) - Schedule of Income Tax Provision - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Federal
Current					$ 1,177,463	$ 823,991
Deferred					(298,330)	(388,575)
Current
Deferred
Change in valuation allowance					298,330	388,575
Income tax provision	$ 27,654	$ 96,005	$ 57,967	$ 1,093,646	$ 1,177,463	$ 823,991

Fair Value Measurements (Details) - Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis - Assets Held In Trust [Member]	Dec. 31, 2022 USD ($)
Assets:
Marketable securities held in Trust Account	$ 309,790,455
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 1

Document And Entity Information	9 Months Ended
Document And Entity Information	Sep. 30, 2024
Document Information Line Items
Entity Registrant Name	Abpro Holdings, Inc.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001893219
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parentheticals)	12 Months Ended
	Dec. 31, 2022 shares
Private Placement Warrants [Member]
Stock issued during the period shares	13,850,000

Initial Public Offering (Details) - $ / shares			9 Months Ended	12 Months Ended
Initial Public Offering (Details) - $ / shares	Apr. 18, 2024	Jan. 19, 2022	Sep. 30, 2024	Dec. 31, 2023	Sep. 19, 2024
Class of Stock [Line Items]
Stock issued during period shares	1,100,000		983,333	30,000,000
Purchase price per share (in Dollars per share)				$ 9.2	$ 11.29
Description of public warrant				Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”).
Series A Common Stock [Member]
Class of Stock [Line Items]
Purchase price per share (in Dollars per share)		$ 10
Series A Common Stock [Member] \| Public Warrant [Member]
Class of Stock [Line Items]
Description of public warrant			Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”).
Public warrant shares			1
Common stock at an exercise price (in Dollars per share)			$ 11.5
Series A Common Stock [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Public warrant shares				1
Common stock at an exercise price (in Dollars per share)				$ 11.5
IPO [Member]
Class of Stock [Line Items]
Stock issued during period shares			30,000,000
IPO [Member] \| Series A Common Stock [Member]
Class of Stock [Line Items]
Stock issued during period shares		30,000,000
Purchase price per share (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock issued during period shares			3,900,000	3,900,000
Purchase price per share (in Dollars per share)			$ 10	$ 10
Over-Allotment Option [Member] \| Series A Common Stock [Member]
Class of Stock [Line Items]
Stock issued during period shares		3,900,000

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Change in valuation allowance	$ (298,330)	$ (388,575)

Summary of Significant Accounting Policies (Details) - Schedule of Series A Common Stock - USD ($)	3 Months Ended						12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2022
Schedule of Series A Common Stock [Abstract]
Gross proceeds								$ 300,000,000
Proceeds allocated to Public Warrants								(8,100,000)	$ (8,100,000)
Series A common stock issuance costs								(16,699,058)	(16,699,058)
Remeasurement of carrying value to redemption value	$ 63,908	$ 73,483	$ 121,197	$ 207,556	$ 1,180,703	$ 2,554,544	$ 4,395,161	33,896,988	33,896,988
Series A common stock subject to possible redemption, balance	6,127,635	$ 7,487,321	$ 7,413,838				7,292,641	$ 309,097,930	$ 309,097,930
Redemption							(276,471,460)
Redemptions (redeemed in September 2024, paid in October 2024)	$ (1,423,594)						$ (29,728,990)