January 3, 2025

Ian Chan
Chief Executive Officer and Director
Abpro Holdings, Inc.
68 Cummings Park Drive
Woburn, MA 01801

       Re: Abpro Holdings, Inc.
           Registration Statement on Form S-1
           Filed December 23, 2024
           File No. 333-284021
Dear Ian Chan:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.     Please revise the prospectus coverpage and page 150 to identify
Yorkville as an
       underwriter. For guidance, refer to Securities Act Sections Compliance
and Disclosure
       Interpretation Q. 139.13.
Risk Factors
Risks Related to an Investment in of Our Securities, page 46

2.     Please revise where appropriate under this heading to disclose, if true,
the possibility
       that the company may not have access to the full amount available to it
pursuant to the
       SEPA with Yorkville, that Yorkville may engage in short-selling
activities, and, if so,
       how any sales activities after announcement of a put may negatively
affect the
       company   s share price.
 January 3, 2025
Page 2

Description of New Abpro's Business, page 77

3.     Please revise your Description of New Abpro   s Business section to
disclose the
       material terms of the SEPA with Yorkville including without limitation,
the term of
       the agreement. For guidance, refer to Securities Act Sections Compliance
and
       Disclosure Interpretation Q. 139.13.
Plan of Distribution, page 150

4.     Please revise to disclose whether Yorkville engaged in any short-selling
or other
       hedging activities of your securities, including prior to entering into
the agreement
       and prior to the receipt of any shares pursuant to the terms of the
SEPA. Disclose
       whether Yorkville may engage in such hedging activities pursuant to the
SEPA.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Daniel Crawford at 202-551-7767 or Joe McCann at
202-551-6262
with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:   Mike Bradshaw, Esq.