UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Wells Fargo Securities, LLC
375 Park Avenue
4th Floor
New York, New York 10152
May 8, 2018
U.S. Securities and Exchange Commission
Office of Beverages, Apparel, and Mining
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. John Reynolds
| Re: | Abpro Corporation |
| Registration Statement on FormS-1 |
| Registration FileNo. 333-224241 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of Abpro Corporation (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on FormS-1, as amended, so that it will be declared effective at 4:00 PM, Eastern Daylight Time, on May 10, 2018 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, may orally request via telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as the Representatives, wish to advise you that approximately 2,200 copies of the Preliminary Prospectus, dated May 4, 2018, and included in Amendment No.2 to the above-referenced Registration Statement, as amended, were distributed to prospective underwriters, institutions, dealers and others.
We were advised on May 8, 2018 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-referenced proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.
We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating underwriters that we will comply with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.
Very truly yours,
UBS SECURITIES LLC WELLS FARGO SECURITIES, LLC
By: UBS SECURITIES LLC | ||
| By: | /s/ Khaled Habayeb | |
Name: Khaled Habayeb Title: Managing Director | ||
| By: | /s/ Jonathan Waksman | |
Name: Jonathan Waksman Title: Associate Director | ||
| By: WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ David Herman | |
Name: David Herman Title: Director | ||
[Signature Page to Acceleration Request]