Filed
by ACP Holdings Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed under Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company:
ACP Holdings Acquisition Corp.
Commission File
No.: 001-43225
The following media pitch communication
was made available to the Hot Wire via email on September 16, 2026 in connection with the proposed business combination between ACP Holdings
Acquisition Corp. and May Mobility, Inc.
Subj: Exclusive: News + Interview
w/ May Mobility CEO? The Company’s Next Chapter
Hi Chris,
May Mobility is set to announce
a significant milestone that marks the company’s next phase of growth, and we’d love to offer you an exclusive interview with Founder
and CEO Dr. Edwin Olson ahead of the news (news will be under embargo until XX).
The announcement comes as May Mobility
has emerged as one of the few autonomous vehicle companies with proven commercial operations, completing 550,000+ autonomous rides
across the U.S., including three driver-out deployments in its history. The company is the only AV provider partnered with four
of the world’s leading ride-hail companies (Uber, Lyft, Grab, and CaoCao) alongside leading OEM and Tier 1 partners including Toyota
and ECARX, positioning it to accelerate global commercial deployment.
Would you be interested in reviewing
the news and speaking exclusively with founder and CEO Dr. Edwin Olson ahead of the announcement set for Tuesday, August 11? I’m happy
to share the materials and coordinate an interview with Edwin on Tuesday, September 14th. Please let me know by if you’d like to accept
this offer.
Best,
XX
+++
Day of Pitch
Subj: [NEWS] May Mobility to Go
Public, Challenging the Traditional Ride-Hail Playbook
Hi XX,
Today, May Mobility
announced plans to become the first publicly listed pure-play autonomous ride-hail technology company through a business
combination with ACP Holdings Acquisition Corp.
May Mobility is
pioneering a capital-light, partnership-first approach to autonomous ride-hail, uniquely positioning itself in an industry that is
traditionally dominated by asset-heavy fleet operators. May Mobility’s novel autonomy-as-a-service (AaaS) model offers
ride-hail platforms a proven autonomous technology architecture that navigates diverse driving environments safely and is built to
scale efficiently.
This asset-light model differentiates May Mobility
from traditional autonomous ride-hail companies and industry giants - like Google’s Waymo, Amazon’s Zoox, and Tesla - as it
enables ride-hail companies to bring autonomous rides to market without building their own autonomous driving technology, creating a more
capital-efficient path to scale.
Notable highlights to date:
| ● | The company is the only autonomous vehicle company partnered
with four of the world’s leading ride-hailing companies, Uber, Lyft, Grab and CaoCao, alongside strategic relationships
with Toyota, NTT and ECARX. |
| ● | May Mobility’s patented next-generation autonomy system combines
deep learning, a predictive world model and a reasoning engine to navigate complex driving environments and scale into new cities without
the massive training data and compute demands of conventional AV systems. |
| ● | May
Mobility has completed over 550,000 commercial autonomous rides across 1 million miles
in the United States and Japan, including three driver-out deployments in its history. |
This transaction implies $XX billion
in enterprise value, $XX The combined company is expected to trade on the Nasdaq under the ticker “MAY.”
Any interest in covering the news or speaking
with a May Mobility spokesperson about the company’s decision to go public and the future of autonomous ride-hail?
You
can find more details in the press release here. Also sharing imagery to accompany your story here.
Best,
XX
If the Transaction
is pursued, May Mobility and ACP intend to file a registration statement (which will include a proxy statement/prospectus of ACP) and
other relevant documents with the Securities and Exchange Commission (the “SEC”), to be used at the meeting of shareholders
to approve the Transaction and as the prospectus related to the offer of the securities to be issued by the combined company in connection
with the Transaction and, after the registration statement is declared effective, ACP will mail a definitive proxy statement/prospectus
relating to the Transaction to its shareholders. Shareholders and other interested persons are urged to read the proxy statement/prospectus
and any other relevant documents filed with the SEC in their entirety when they become available because they will contain important information
about May Mobility, ACP and the Transaction. Such registration statement may modify and supersede in its entirety any information in this
communication, which is preliminary. Shareholders will be able to obtain a free copy of the proxy statement/prospectus (when filed), as
well as other filings containing information about May Mobility, ACP and the Transaction at the SEC’s website located at www.sec.gov.
There can be no assurance that the Transaction will be completed, or completed on the terms described in this communication.
Participants in the Solicitation
ACP, May Mobility
and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of ACP’s shareholders in connection with the Business Combination. Investors and
security holders may obtain more detailed information regarding the names, affiliations and interests of ACP’s directors and officers
in ACP’s SEC filings, including ACP’s final prospectus relating to its initial public offering, dated April 6, 2026 and filed
with the SEC pursuant to Rule 424(b) under the Securities Act, available free of charge at the SEC’s website at www.sec.gov. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ACP’s shareholders in connection
with the Business Combination will be set forth in the proxy statement/prospectus for the Business Combination when available. Information
concerning the interests of ACP’s and May Mobility’s participants in the solicitation, which may, in some cases, be different
than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus relating to the Business
Combination when it becomes available.
Financial Information; Non-GAAP Measures
The
financial information and data contained in this communication is unaudited and does not conform to Regulation S-X promulgated under
the Securities Act. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented
differently in, any proxy statement, registration statement or prospectus to be filed by ACP or May Mobility with the SEC. Certain
of the financial information and data contained in this communication has not been prepared in accordance with United States
generally accepted accounting principles (“GAAP”). May Mobility and ACP believe these non-GAAP measures provide useful
information to management and investors regarding certain financial and business trends relating to May Mobility’s financial
condition and results of operations, and provide an additional tool for investors to use in evaluating projected operating results
and trends and in comparing May Mobility’s financial measures with those of other similar companies, although other companies
may calculate similarly titled measures differently. You should not consider these non-GAAP measures in isolation or as an
alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures
is that they exclude significant expenses and income that are required by GAAP to be recorded in May Mobility’s financial
statements, and they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense
and income are excluded or included in determining these non-GAAP financial measures. You should review May Mobility’s audited
financial statements, which will be included in the definitive proxy statement/prospectus relating to the Transaction.
***
Additional Information
The Business
Combination will be submitted to shareholders of ACP for their consideration. In connection with the Business Combination, ACP and May
Mobility intend to file a Registration Statement with the SEC, which will include a proxy statement/prospectus and certain other related
documents, which will serve as both the proxy statement to be distributed to shareholders of ACP in connection with its solicitation for
proxies for the vote by its shareholders in connection with the Business Combination and other matters to be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to securityholders of ACP and equityholders
of May Mobility in connection with the completion of the Business Combination. After the Registration Statement is declared effective,
ACP will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting
on the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus
or any other document that ACP will send to its shareholders in connection with the Business Combination.
INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders
will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at
www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of ACP as of a
record date to be established for voting on the Business Combination. Shareholders of ACP will also be able to obtain copies of the
proxy statement/prospectus without charge, once available, by directing a request to: ACP Holdings Acquisition Corp., 3131 Eastside
Street, Houston, Texas 77098. The information contained on, or that may be accessed through, the websites referenced in this
communication is not incorporated by reference into, and is not a part of, this communication.
Participants in the Solicitation
ACP,
May Mobility and their respective directors, executive officers and other members of their management and employees, under SEC rules,
may be deemed to be participants in the solicitation of proxies of ACP’s shareholders in connection with the Business Combination.
Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of ACP’s directors
and officers in ACP’s SEC filings, including ACP’s final prospectus relating to its initial public offering, dated April
6, 2026 and filed with the SEC pursuant to Rule 424(b) under the Securities Act, available free of charge at the SEC’s website
at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to
ACP’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the Business
Combination when available. Information concerning the interests of ACP’s and May Mobility’s participants in the solicitation,
which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus
relating to the Business Combination when it becomes available.
Forward Looking Statements
This communication
contains certain statements that are not historical facts but may be considered “forward-looking statements” within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements generally are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them
or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the PIPE
Investment, including the potential dilution and other effects of the securities to be issued in connection with the Business Combination,
the anticipated benefits and expected timing of the Business Combination, the estimated or anticipated future results of ACP following
the Business Combination, including the likelihood and ability of the Parties to successfully consummate the Business Combination, future
opportunities for ACP and May Mobility and other statements that are not historical facts.
These
statements are based on the current expectations of the management of ACP and/or May Mobility and are not predictions of actual
performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must
not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of ACP and May Mobility. These statements are subject to a number of risks and uncertainties
regarding May Mobility’s business and the Business Combination, and actual results may differ materially. These risks and
uncertainties include, but are not limited to: changes in general economic, political, business and market conditions; the inability
of the Parties to consummate the Business Combination or the occurrence of any event, change or other circumstance that could give
rise to the termination of the Business Combination Agreement; the number of redemption requests made by shareholders of ACP in
connection with the Business Combination; the outcome of any legal proceedings that may be instituted against the Parties following
the announcement of the Business Combination; the risk that the approval of the shareholders of May Mobility or ACP for the Business
Combination is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a
delay in consummating the potential transaction; the risk that the Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the Business Combination; the risks related to the rollout of the business of May
Mobility and the timing of expected business milestones; the effects of competition on May Mobility’s business; the ability of
ACP following the Business Combination to execute its growth strategy, manage growth profitably and retain its key employees; the
ability of ACP to obtain or maintain the listing of its securities on a U.S. national securities exchange following the Business
Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings with the
SEC and described in the Registration Statement when available. The foregoing list of risk factors is not exhaustive. There may be
additional risks that ACP and May Mobility presently do not know or that ACP and May Mobility currently believe are immaterial that
could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking
statements provide ACP’s and May Mobility’s expectations, plans or forecasts of future events and views as of the date
of this communication. ACP and May Mobility anticipate that subsequent events and developments will cause their assessments to
change. However, while ACP and May Mobility may elect to update these forward-looking statements in the future, ACP and May Mobility
specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
ACP’s or May Mobility’s assessments as of any date subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any
person that the forward- looking statements set forth herein will be achieved or results of such forward-looking statements will be
achieved.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the Registration Statement referenced above when available and
other documents filed by ACP and May Mobility from time to time with the SEC. These filings will identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date
made. There may be additional risks that neither ACP nor May Mobility presently knows, or that ACP and/or May Mobility currently
believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these
reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking
statements in this communication. Past performance by ACP’s or May Mobility’s management teams and their respective
affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the
performance of ACP’s or May Mobility’s management teams or businesses associated with them as indicative of future
performance of an investment or the returns that ACP or May Mobility will, or may, generate going forward. Neither ACP nor May
Mobility undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date of this communication, except as required by applicable law.
No Offer or Solicitation
This
communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable
law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission
or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business
Combination or the accuracy or adequacy of this communication.
