UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2025, Abpro Holdings, Inc. (the “Company”), in connection with Jin Wook (Miles) Suk’s service as Chief Executive Officer of the Company, entered into a Consulting Agreement (the “Consulting Agreement”) with BioCelsus International Inc. (the “Consultant”), an entity wholly owned by Mr. Suk. The material terms and conditions of the Consulting Agreement are summarized below.
The term of the Consulting Agreement commences on March 3, 2025, the date the Company’s board of directors appointed Mr. Suk as Chief Executive Officer of the Company, and shall remain in full force and effect until terminated by mutual written agreement between the Company and the Consultant or by sixty days’ prior written notice by either party (the “Consulting Period”).
During the Consulting Period, the Consultant will provide the Company with business development and funding-related services as well as general matters related to the Company’s business operations.
The Company will compensate the Consultant with an annual base fee of $300,000, payable in bi-weekly installments, and a one-time grant of 500,000 Restricted Stock Units (“RSUs”) subject to the Company’s standard vesting schedule.
If the Consultant is involuntarily terminated within twelve months following a change of control of the Company, or when a change of control is imminent, under negotiation or reasonably foreseeable, the Consultant shall receive a lump-sum cash payment equal to three times the fair market value of all equity interests held by the Consultant in the Company at the time of such event based upon the average closing price of the Company’s common stock during the thirty trading days immediately preceding such termination.
The preceding description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement dated July 20, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABPRO HOLDINGS, INC. | ||
| By: | /s/ Miles Suk | |
| Name: | Miles Suk | |
| Title: | Chief Executive Officer | |
| Dated: July 24, 2025 | ||
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