Juliet Chui Form 3 Abpro / Juliet Chui ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Orion Investment Holdings Ltd

(Last) (First) (Middle)

UNIT 2302, 23/F, NEW WORLD TOWER 1

18 QUEEN'S ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2018

3. Issuer Name and Ticker or Trading Symbol
Abpro Corp [ ABP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	987,113	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	(2)	Common Stock	1,616,500	(2)	D(1)

1. Name and Address of Reporting Person^*

Orion Investment Holdings Ltd

(Last) (First) (Middle)

UNIT 2302, 23/F, NEW WORLD TOWER 1

18 QUEEN'S ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chui Juliet

(Last) (First) (Middle)

UNIT 2302, 23/F, NEW WORLD TOWER 1

18 QUEEN'S ROAD, CENTRAL

(Street)

HONG KONG K3

(City) (State) (Zip)

Explanation of Responses:

1. These shares are owned by Orion Investment Holdings Limited, a British Virgin Islands company. Ms. Mui Fan Juliet Chui is the sole owner and director of Orion and may be deemed to beneficially own the shares held directly by Orion.

2. Each share of Series A Preferred Stock will automatically convert into one hundred shares of common stock immediately prior to completion of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Brian Bowersox, Attorney-in-Fact	05/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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