Item 1.01.Entry into a Material Definitive Agreement.
On September 29, 2026, Accelevation Holdings Corp. (the “Company”), Accelevation LLC (“Accelevation
LLC”) and Accelevation Cash Pubco Holdings LP (“Accelevation Cash Pubco Holdings”) and Accelevation
Investment Holdings LLC (“Investment Holdings” together, with Accelevation Cash Pubco Holdings, the “Selling
Stockholders”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley &
Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II
thereto (collectively, the “Underwriters”) relating to the initial public offering (the “IPO”) of the Company’s Class A
common stock, par value $0.0001 per share (“Class A Common Stock”). The Underwriting Agreement provides for
the offer and sale by the Company of 10,000,000 shares of Class A Common Stock and by the Selling Stockholders
of 20,000,000 shares of Class A Common Stock (collectively, the “Firm Shares”) at a public offering price of $18.00
per share. Pursuant to the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day
option to purchase up to an additional 4,500,000 shares of Class A Common Stock. On October 1, 2026, the IPO
closed and the Firm Shares were delivered. The material terms of the Underwriting Agreement are described in the
prospectus, dated September 29, 2026 (the “Prospectus”), filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”) on October 1, 2026, pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the “Securities Act”). The IPO is registered with the Commission pursuant to the Company’s
Registration Statement on Form S-1, as amended (File No. 333-298715).
The Underwriting Agreement contains customary representations and warranties, agreements and
obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed
to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under
the Securities Act. This description of the Underwriting Agreement is qualified in its entirety by reference to the full
text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item
1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see the
section entitled “Underwriting” in the Prospectus.
In connection with the consummation of the IPO, the Company entered into the following additional
agreements:
•the Registration Rights Agreement, dated as of September 29, 2026, by and among the Company,
Accelevation Pubco Holdings LP (“Pubco Holdings”) and Investment Holdings, a copy of which is filed
as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein;
•the Director Nomination Agreement, dated as of September 29, 2026, by and among the Company,
Pubco Holdings, Investment Holdings, Michael Rubiera and the other parties signatory thereto, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
herein;
•the Limited Liability Company Agreement of Accelevation Holdings LLC (“Holdings LLC”), dated as
of September 30, 2026, by and among the Company and the other signatories party thereto, a copy of
which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference
herein;
•the Tax Receivable Agreement, dated as of September 30, 2026, by and among the Company, Holdings
LLC, Instor Blocker, Inc. (“Instor”) and Investment Holdings, a copy of which is filed as Exhibit 10.3 to
this Current Report on Form 8-K and is incorporated by reference herein; and
•the Exchange Agreement, dated as of September 30, 2026, by and among the Company, Holdings LLC,
Instor and Investment Holdings, a copy of which is filed as Exhibit 10.4 to this Current Report on Form
8-K and is incorporated by reference herein.
Descriptions of these agreements are contained in the Prospectus in the sections entitled “Certain
Relationships and Related Party Transactions” and “Organizational Structure” and are incorporated by reference into
