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FORM 3
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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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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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Orion Investment Holdings Ltd |
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2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2018 |
3. Issuer Name and Ticker or Trading Symbol
Abpro Corp [ABP]
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UNIT 2302, 23/F, NEW WORLD TOWER 1, 18 QUEEN'S ROAD, CENTRAL |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed
(Month/Day/Year)
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HONG KONG, K3 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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| Common Stock | 987,113 |
D (1)
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Series A Preferred Stock |
(2) |
(2) | Common Stock | 1,616,500 | (2) | D (1) |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Orion Investment Holdings Ltd
UNIT 2302, 23/F, NEW WORLD TOWER 1
18 QUEEN'S ROAD, CENTRAL
HONG KONG, K3 |
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X
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Chui Juliet
UNIT 2302, 23/F, NEW WORLD TOWER 1
18 QUEEN'S ROAD, CENTRAL
HONG KONG, K3 |
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X
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Signatures
| /s/ Brian Bowersox, Attorney-in-Fact | | 05/10/2018 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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 |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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