May 30, 2025

Miles Suk
Chief Executive Officer
Abpro Holdings, Inc.
68 Cummings Park Drive
Woburn, MA 01801

       Re: Abpro Holdings, Inc.
           Registration Statement on Form S-1
           Filed May 22, 2025
           File No. 333-287492
Dear Miles Suk:

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

        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 cover page to clearly state that YA II PN,
       Ltd. is an underwriter. For guidance, refer to Securities Act Sections
Compliance and
       Disclosure Interpretation Q. 139.13.


        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
 May 30, 2025
Page 2

statement.

       Please contact Chris Edwards at 202-551-6761 or Joe McCann at
202-551-6262 with
any other questions.



                                                       Sincerely,

                                                       Division of Corporation
Finance
                                                       Office of Life Sciences
cc:   Michael K. Bradshaw, Jr.