Daniel I. Goldberg +1 212 479 6722 dgoldberg@cooley.com |
May 4, 2018
John Reynolds
Assistant Director
Office of Beverages, Apparel, and Mining
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549
| Re: | Abpro Corporation |
| Registration Statement on FormS-1 |
| Filed May 2, 2018 |
| FileNo. 333-224241 |
Dear Assistant Director Reynolds:
On behalf of our client, Abpro Corporation. (the “Company”), we are submitting this letter in response to oral comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided in a telephonic conference on May 3, 2018 (the “Comments”) with respect to the Company’s Registration Statement on FormS-1 filed with the Commission on May 2, 2018. Concurrently with the submission of this response letter, the Company is filing amendment No. 2 to the registration statement onForm S-1 (the “Registration Statement”).
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the order of the Comments discussed in the telephonic conference, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response.
| 1. | Please tell us why you have not also made the pro forma adjustments for the $2.1 million of bonuses that are payable upon completion of this offering in your pro forma information presented on page 12 and in your Dilution calculations. |
The Company respectfully acknowledges the Staff’s comment and has updated the disclosure on pages 12, 54, and68-69 of the Registration Statement to make pro forma adjustments for the $2.1 million of bonuses that are payable upon completion of this offering.
Cooley LLP 1114 Avenue of the Americas New York, NY 10036
t: (212)479-6000 f: (212)479-6275 cooley.com
May 4, 2018
Page Two
| 2. | We note your response to prior comment #7. Your disclosure on page 78 that your contracts are cancellable at any time by you appears to be inaccurate based on the terms of the agreements that are disclosed by you on pages109-115. Please revise or tell us why this disclosure is appropriate. |
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 78 of the Registration Statement accordingly.
| 3. | Your Amended and Restated Certificate of Incorporation that will become effective upon the closing of this offering contains an exclusive jurisdiction provision in the Court of Chancery of the State of Delaware for derivative, fiduciary and state law matters as well as an exclusive jurisdiction provision in federal district courts of the United States for Securities Act of 1933, as amended, matters. Please disclose the federal exclusive jurisdiction provision on pages 60 and 165. |
The Company respectfully acknowledges the Staff’s comment and has updated the disclosure on pages 60 and 165 of the Registration Statement as requested.
* * *
Please contact me at (212)479-6722 or my colleague, Marianne Sarrazin, at (415)693-2157, with any questions or further comments regarding the Registration Statement or our response to the Staff’s Comment Letter.
Sincerely,
/s/ Daniel I. Goldberg |
| Daniel I. Goldberg |
| cc: | Ian Chan, Chief Executive Officer, Abpro Corporation |
| Marianne Sarrazin, Cooley LLP |
| Richard Truesdell, Jr., Davis Polk & Wardwell LLP |
Cooley LLP 1114 Avenue of the Americas New York, NY 10036
t: (212) 479-6000 f: (212) 479-6275 cooley.com