ACP Holdings to merge with May Mobility in $1.35B deal
ACGC plans to merge with May Mobility at a $1.4 billion enterprise value, backed by a $120 million 12% convertible preferred PIPE and a $120 million minimum cash condition.
Rhea-AI Filing Summary
ACP Holdings Acquisition Corp. (ACGC) entered into a Business Combination Agreement to merge its wholly owned Merger Sub with May Mobility, Inc., with May Mobility becoming a wholly owned subsidiary after ACP domesticates from Cayman to Delaware and is renamed May Mobility, Inc. The purchase price for May Mobility is $1,350,000,000, payable in ACP common stock, and the combined company is described in the press release as having an implied pro forma enterprise value of approximately $1.4 billion. The deal is supported by a fully committed $120 million PIPE in 12.0% Series A Cumulative Convertible Preferred Stock plus warrants, and closing is conditioned on, among other items, shareholder approvals, completion of the domestication and a minimum cash of at least $120 million from the trust and PIPE proceeds by an outside date of May 26, 2027.
Positive
- $1.4 billion implied pro forma enterprise value and up to $337 million potential gross proceeds provide a substantial capital platform for the combined company, subject to redemptions and closing conditions.
- A fully committed $120 million PIPE in 12.0% Series A Cumulative Convertible Preferred Stock, plus matching warrants, strengthens funding and helps support the $120 million minimum cash requirement at closing.
- May Mobility reports early commercialization with $10 million of 2025 revenue at a 27% gross margin and over 550,000 commercial autonomous rides across 1.1 million miles, indicating operating traction in its AV platform.
Negative
- The 12.0% cumulative preferred dividend (10.0% if paid in cash) and extensive protective provisions for Series A investors, plus conversion rights and PIPE Investor Warrants, create meaningful overhang and potential dilution for common shareholders.
- May Mobility discloses 2025 cash burn of approximately $93 million against $10 million in revenue, highlighting a high cash usage relative to current scale and an ongoing need for external financing.
Filing Explained
The signed merger remains unclosed, with preferred stock and warrants creating additional securities and potential dilution if the transaction completes.
Form 8-K reports specified material events; here, ACP Holdings reports that it signed the merger agreement on
If completed, May Mobility would become ACP’s wholly owned subsidiary and ACP would issue common stock as merger consideration; the number of shares is reduced by specified non-redemption and backstop amounts, so the final ownership effect is not fixed in this filing. Additional shares can reduce existing holders’ percentage ownership.
The PIPE is structured as approximately
The sponsor agreed to transfer
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement regulatory
Domestication regulatory
PIPE Investment financial
12.0% Series A Cumulative Convertible Preferred Stock financial
Autonomy-as-a-Service technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did ACGC announce with May Mobility?
What valuation and proceeds are expected from the ACGC–May Mobility deal?
What are the key terms of the $120 million PIPE in ACGC?
How does the Series A preferred stock for ACGC investors work?
What minimum cash condition applies to the ACGC–May Mobility merger?
What 2025 financials did May Mobility disclose in the press release?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
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telephone number, including area code: (
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into A Material Definitive Agreement.
Business Combination Agreement
On September 15, 2026 (the “Signing Date”), ACP Holdings Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) (“ACP”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among ACP, Maestro Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ACP (“Merger Sub”), and May Mobility, Inc., a Delaware corporation (“May Mobility”), pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into May Mobility, with May Mobility continuing as the surviving corporation (the “Merger”) and Merger Sub ceasing to exist. The transactions contemplated by the Business Combination Agreement and the ancillary documents thereto, including the Domestication (as defined below) and the Merger, are referred to herein as the “Business Combination.” ACP, Merger Sub and May Mobility are individually referred to herein as a “Party” and, collectively, as the “Parties.”
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of ACP, Merger Sub and May Mobility.
The Business Combination is expected to close (the “Closing”) on or before May 26, 2027 (the “Outside Date”), following the receipt of the required approval by ACP’s shareholders, the approval of May Mobility’s stockholders and the fulfillment of other customary closing conditions.
The Domestication
ACP will, subject to obtaining the required shareholder approvals and prior to the date of Closing (the “Closing Date”), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), with the continuing entity following the Domestication to be named “May Mobility, Inc.”
Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of ACP’s shareholders: (a) immediately prior to the Domestication, pursuant to the Sponsor Support Agreement (as defined below), the holders of the then issued and outstanding Class B ordinary shares of ACP, par value $0.0001 per share (each, a “Cayman Class B Share”), will elect to convert each such Cayman Class B Share, on a one-for-one basis, into a Class A ordinary share of ACP, par value $0.0001 per share (each, a “Cayman Class A Share”) (the “Sponsor Share Conversion”); and (b) in connection with the Domestication, (i) each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of ACP (the “Domesticated Purchaser Common Stock”); (ii) each of the then issued and outstanding warrants of ACP will convert automatically into a warrant to acquire one share of Domesticated Purchaser Common Stock (each, a “Domesticated Purchaser Warrant”), pursuant to that certain Warrant Agreement, dated as of April 6, 2026, by and between ACP and Odyssey Transfer & Trust Company, as warrant agent; and (iii) each of the then issued and outstanding units of ACP will be cancelled and will thereafter entitle the holder thereof to one share of Domesticated Purchaser Common Stock and one-half of one Domesticated Purchaser Warrant.
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The Merger and Consideration
Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub and May Mobility shall consummate the Merger by filing a certificate of merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub will be merged with and into May Mobility, following which the separate corporate existence of Merger Sub shall cease and May Mobility shall continue as the surviving corporation after the Merger and as a direct, wholly-owned subsidiary of ACP.
Immediately prior to the Effective Time:
| (1) | each convertible security of May Mobility that is outstanding immediately prior to the Effective Time (if any), including all principal and interest thereunder, to the extent applicable, will automatically convert in full into shares of preferred stock or common stock of May Mobility, as applicable, in accordance with the terms thereof; |
| (2) | each warrant of May Mobility exercisable for shares of preferred stock of May Mobility that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full, such that upon such exercise, such warrant shall be converted into preferred stock of May Mobility and shall no longer be outstanding and shall cease to exist; |
| (3) | immediately after giving effect to the conversions and exercises set forth in clauses (1) and (2) above, each issued and outstanding share of preferred stock of May Mobility (including each share of preferred stock issued upon the conversions and exercises described in clauses (1) and (2) above) will automatically convert into such number of shares of common stock of May Mobility, par value $0.0001 per share (“May Mobility Common Stock”), into which such shares of preferred stock of May Mobility, as applicable, are convertible in connection with the Merger pursuant to the organizational documents of May Mobility; and |
| (4) | each warrant of May Mobility exercisable for May Mobility Common Stock that is outstanding and unexercised immediately prior to the Effective Time shall automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full, such that upon such exercise, such warrant shall be converted into May Mobility Common Stock and shall no longer be outstanding and shall cease to exist. |
Pursuant to the Business Combination Agreement, the aggregate consideration (the “Aggregate Consideration”) to be paid to the holders of May Mobility Common Stock in, or in connection with, the Merger shall be the number of shares of Domesticated Purchaser Common Stock equal to (a) the quotient of (i) $1,350,000,000 (the “Purchase Price”) divided by (ii) $10.00, less (b) the lesser of (i) 50% of the aggregate number of (A) Non-Redemption Shares (as defined below) subject to payment by ACP, plus (B) Backstop Shares (as defined below) issuable by ACP, and (ii) 1,375,000.
The Business Combination Agreement further provides that May Mobility or its subsidiaries may repay, refinance, convert into equity of ACP or May Mobility, or otherwise satisfy any Closing Indebtedness (as defined in the Business Combination Agreement) (or any portion thereof) by any combination of the foregoing, prior to or at the Closing; provided, that no such action by May Mobility shall cause the Minimum Cash Amount condition (as described below) to not be satisfied.
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Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the Effective Time:
| (1) | each share of May Mobility Common Stock that is owned by ACP, Merger Sub or May Mobility (in treasury or otherwise) immediately prior to the Effective Time (each, an “Excluded Share”) will be cancelled and shall cease to exist and no consideration will be delivered in exchange therefor; |
| (2) | each share of May Mobility Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled and converted into the right to receive a number of shares of Domesticated Purchaser Common Stock equal to the Exchange Ratio, where the “Exchange Ratio” means the Aggregate Consideration divided by the Company Fully Diluted Capital. The “Company Fully Diluted Capital” means the sum (without duplication) of the aggregate number of shares of May Mobility Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including all shares issued upon the conversions and exercises described above), (ii) issuable upon full exercise of all issued and outstanding warrants of May Mobility exercisable for May Mobility Common Stock (calculated using the treasury method of accounting on a cashless exercise basis), and (iii) issuable upon full exercise of all vested options of May Mobility (calculated on a net exercise basis), but excluding shares issuable upon exercise of options that are not vested. |
| (3) | each option to purchase equity securities of May Mobility granted under May Mobility’s 2017 Stock Plan, as amended (a “Company Option”), whether or not vested, will automatically cease to represent an option to purchase or acquire shares of May Mobility Common Stock and be assumed and converted, as applicable, into an option to acquire that number of shares of Domesticated Purchaser Common Stock equal to the product of (A) the number of shares of May Mobility Common Stock subject to such Company Option and (B) the Exchange Ratio, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of May Mobility Common Stock of such Company Option by (y) the Exchange Ratio. |
Governance
The Parties have agreed to take all such action within their power as may be necessary or appropriate, including ACP using its reasonable best efforts to obtain resignations effective immediately after the Closing from the directors of ACP that are not to remain directors on the Post-Closing Purchaser Board (as defined below), so that effective as of the Closing, the board of directors of ACP (the “Post-Closing Purchaser Board”) will be classified as to term and will initially consist of no fewer than five (5) directors, which will include (i) May Mobility’s designees; (ii) one director designated by ACP and reasonably acceptable to May Mobility; and (iii) one director identified by Maestro SPV LLC, who will be reasonably acceptable to May Mobility. One of the directors designated by May Mobility will be appointed as initial chairperson of the Post-Closing Purchaser Board, one of the directors designated by May Mobility as initial chairperson of the audit committee and one of the directors designated by May Mobility as initial chairperson of the compensation committee. To the extent any such director designated by May Mobility declines, is unable to serve or is anticipated to fail to meet the applicable independence and other requirements of the Nasdaq Stock Market LLC (“Nasdaq”) and the U.S. Securities and Exchange Commission (the “SEC”), May Mobility will determine the replacement individual in its sole discretion; to the extent a director designated by ACP declines, is unable to serve or is anticipated to fail to meet such requirements, ACP and May Mobility will mutually agree upon a replacement individual.
Representations and Warranties; Covenants
The Parties have made customary representations, warranties, and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of ACP and May Mobility prior to the Closing Date. In addition, ACP and May Mobility have agreed to use their commercially reasonable efforts to agree, prior to the Closing, to a form of equity incentive plan that provides for the grant of equity and equity-based incentive awards to eligible service providers of May Mobility and its subsidiaries following the Closing and a form of employee stock purchase plan in which eligible employees of May Mobility and its subsidiaries may be eligible to participate following the Closing. The representations, warranties and covenants made in the Business Combination Agreement do not survive the Closing other than covenants and agreements that by their terms expressly apply at or after the Closing.
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Conditions to Each Party’s Obligations
The obligations of ACP and May Mobility to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by ACP’s shareholders (the “ACP Shareholder Approval”) of (A) the Business Combination Agreement and the Business Combination, including the Domestication and the Merger, in accordance with applicable law and exchange rules and regulations, (B) the Domestication, (C) the proposed charter and the bylaws of ACP upon the Domestication, (D) separate or unbundled advisory proposals relating to the proposed charter and bylaws of ACP upon the Domestication, (E) the issuance of shares of Domesticated Purchaser Common Stock, shares of Domesticated Purchaser Series A Preferred Stock and the PIPE Investor Warrants (each as defined below), as required by Nasdaq Listing Rule 5635, (F) the adoption by ACP of an equity incentive plan and an employee stock purchase plan as described in the Business Combination Agreement, (G) the appointment of the director nominees in accordance with the terms of the Business Combination Agreement, (H) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the registration statement on Form S-4, or other appropriate form (the “Registration Statement”), to be filed by ACP or correspondence related thereto, (I) adoption and approval of any other proposals as reasonably agreed to by the Parties to be necessary or appropriate in connection with the Business Combination, and (J) adjournment of the ACP Shareholders Meeting (as defined below) to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of ACP, to (x) permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if ACP determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Domestication, the Merger or any other transactions contemplated by the Business Combination Agreement and the ancillary documents (such proposals in (A) through (J), together, the “Transaction Proposals”), (ii) the approval of the Business Combination Agreement and the Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of May Mobility, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of May Mobility and applicable law, (iii) no adverse law or order, (iv) the Registration Statement becoming effective as of the Closing, with no stop order in effect, (v) the expiration or termination of all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Business Combination, (vi) the accuracy of the representations and warranties of each Party and the performance of the covenants and agreements of the Parties, in each case subject to certain qualifiers, (vii) the absence of a material adverse effect with respect to ACP or the target companies, (viii) the completion of the Domestication, (ix) the net proceeds remaining in ACP’s trust account (after giving effect to the redemption of Cayman Class A Shares and any payment of Closing Indebtedness (as defined in the Business Combination Agreement) actually paid in cash by May Mobility at Closing but prior to paying any transaction costs), plus the proceeds of the PIPE Investment (as defined below) to be funded at or prior to the Closing, equaling no less than $120,000,000, (x) the conditional approval of the listing of the shares of Domesticated Purchaser Common Stock to be issued in connection with the Business Combination on Nasdaq, subject to satisfaction of the round lot holders requirement and (xi) the delivery of customary closing deliverables, duly executed pay-off letters and lien releases with respect to certain indebtedness of May Mobility and its subsidiaries, as specified in the Business Combination Agreement.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, among others, (i) by mutual written consent of ACP and May Mobility; (ii) by May Mobility if ACP’s board of directors withdraws, amends, qualifies or modifies its recommendation to ACP’s shareholders at any time prior to the receipt of the ACP Shareholder Approval; (iii) by either ACP or May Mobility if the ACP Shareholder Approval is not obtained by reason of the failure to obtain the required vote at the extraordinary general meeting of ACP’s shareholders (the “ACP Shareholders Meeting”) held for the purpose of voting on the Transaction Proposals; (iv) by either ACP or May Mobility if the Closing has not occurred on or before the Outside Date, which date is subject to automatic extension by 30 days if certain conditions have not been satisfied as of the Outside Date, and, solely with respect to May Mobility’s termination right, by one calendar day for each day that certain updated financial statements are not timely delivered; (v) by ACP if May Mobility fails to deliver valid Seller Voting and Support Agreements with stockholders of May Mobility holding, in the aggregate, shares of May Mobility representing at least the percentage of outstanding voting power required to obtain the May Mobility requisite stockholder approval in accordance with the organizational documents of May Mobility (the “Requisite Stockholder Approval”) on or prior to November 4, 2026; and (vi) by ACP if May Mobility’s board of directors withdraws, amends, qualifies or modifies its recommendation to the stockholders of May Mobility at any time prior to the receipt of the Requisite Stockholder Approval.
The foregoing description of the Business Combination Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in ACP’s public disclosures.
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Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, ACP and May Mobility entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with Union Street Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), which is the record and beneficial owner of (x) 7,153,867 Cayman Class B Shares (the “Founder Shares”) (before giving effect to the transfer of the Sponsor Accommodation Shares to certain PIPE Investors, as described below) and (y) 435,000 units of ACP (the “Units” and, together with the Founder Shares, the “Subject Securities”), pursuant to which the Sponsor agreed to, among other things, vote (i) in favor of each Transaction Proposal, (ii) against any Alternative Transaction (as defined in the Business Combination Agreement) or any proposal relating to an Alternative Transaction, in each case other than the Transaction Proposals, (iii) against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by ACP, (iv) against any change in the business, management or board of directors of ACP (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or the ancillary documents), and (v) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of ACP under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, ACP.
The Sponsor also agreed not to transfer its Subject Securities, subject to certain permitted transfers, prior to the earliest of (i) the Closing, (ii) the termination of the Business Combination Agreement (iii) and the liquidation of ACP, to deliver a duly executed copy of the A&R Registration Rights Agreement and the Sponsor Lock-Up Agreement (each as defined below) on the Closing Date, not to demand redemption of the Subject Securities and to opt out of certain challenges to the validity of or claims of breach of fiduciary duty of any person in connection with the Business Combination Agreement, the Sponsor Support Agreement or the Business Combination. The Sponsor further agreed to comply with, and fully perform its obligations under, that certain letter agreement, dated as of April 6, 2026, by and among ACP, the Sponsor and certain of ACP’s current and former officers and directors (the “Insider Letter”), including its obligation not to redeem any ordinary shares of ACP in connection with the Business Combination, and not to amend, terminate or otherwise modify the Insider Letter without May Mobility’s prior written consent.
In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed that, within ten (10) business days following the date of the Sponsor Support Agreement, it will transfer and assign an aggregate of 1,375,000 Cayman Class B Shares (the “Sponsor Accommodation Shares”) to the PIPE Investors (as defined below) in accordance with the applicable PIPE Subscription Agreements (as defined below). In consideration for such transfer and assignment, ACP has agreed to issue to the Sponsor, only upon and subject to the occurrence of certain triggering events (as described below), an aggregate number of shares of Domesticated Purchaser Common Stock equal to the number of Sponsor Accommodation Shares (the “Earnout Securities”). The Earnout Securities will be earned and become issuable in four equal tranches, with 25% of the Earnout Securities earned upon the first time that the VWAP of the Domesticated Purchaser Common Stock equals or exceeds $11.00, $12.00, $13.00 and $14.00 per share (subject to customary adjustments for extraordinary dividends and recapitalizations), respectively, for 20 trading days within any 30 consecutive trading day period following the twelve-month anniversary of the date that the registration statement filed by ACP pursuant to the A&R Registration Rights Agreement first becomes effective under the Securities Act (such twelve-month anniversary, the “Triggering Date”), in each case prior to the end of the day on the six-year anniversary of the Triggering Date (the “Earnout Deadline”). If a definitive agreement with respect to a Change of Control (as defined in the Sponsor Support Agreement) is entered into on or prior to the Earnout Deadline, then, effective as of immediately prior to, and subject to the occurrence of, the closing of such Change of Control, all then-unissued Earnout Securities will be earned and become issuable to the Sponsor. Any Earnout Securities not earned by the Earnout Deadline will not be issued, and the Sponsor’s right to receive such Earnout Securities will automatically terminate for no consideration. If the Sponsor Support Agreement terminates for any reason other than the occurrence of the Closing, no Earnout Securities will be issued and the PIPE Investors will return the Sponsor Accommodation Shares to the Sponsor.
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The Sponsor also agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate at which the Founder Shares convert into Cayman Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Seller Voting and Support Agreement
Concurrently with the execution of the Business Combination Agreement, certain holders of equity securities of May Mobility (the “Sellers”) entered into Seller Voting and Support Agreements with ACP and May Mobility (each, a “Seller Voting and Support Agreement”), and, on or prior to October 5, 2026, additional Sellers necessary to obtain the Requisite Stockholder Approval will execute, and May Mobility will deliver to ACP, additional Seller Voting and Support Agreements in substantially the same form attached as an exhibit to the Business Combination Agreement, subject to a review and comment process described in the Business Combination Agreement. In general, pursuant to the agreed upon form Seller Voting and Support Agreement, each Seller will agree to be bound by and comply with the no solicitation, no trading, public announcements and confidential information covenants of the Business Combination Agreement and, among other things, (a) take customary and reasonable actions in support of and, upon the effectiveness of the Registration Statement, vote in favor of the Business Combination Agreement and the other documents contemplated thereby (including the applicable ancillary documents) and the Business Combination; (b) vote against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) vote against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by May Mobility; (d) vote or consent against any change in the business or board of directors of May Mobility (other than pursuant to the Business Combination Agreement or the ancillary documents); (e) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Seller Voting and Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of May Mobility under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Seller contained in the Seller Voting and Support Agreement or any ancillary document to which such Seller is or will be a party or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, May Mobility; and (f) to convert all outstanding shares of preferred stock of May Mobility into May Mobility Common Stock as of immediately prior to the Effective Time, and after giving effect to the conversions and exercises of Company Convertible Securities and Company Warrants (as defined in the Business Combination Agreement), conditioned upon and subject to the closing of the Business Combination, in accordance with the organizational documents of May Mobility. Subject to certain exceptions, any substantive revisions to or material deviations from the form Seller Voting and Support Agreement proposed by Sellers are subject to ACP’s consent.
Pursuant to the form Seller Voting and Support Agreement, until the earliest of the Closing, the termination of the Business Combination Agreement and the liquidation of May Mobility, Sellers will agree not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any Subject Securities (as defined in the Seller Voting and Support Agreement) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities, in each case without the prior written consent of May Mobility and ACP, unless such transfer is deemed a Permitted Transfer (as defined in the Seller Voting and Support Agreement).
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In addition, pursuant to the form Seller Voting and Support Agreement, each Seller will agree not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against ACP, May Mobility or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Seller Voting and Support Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Seller Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each Seller will also waive and agree not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of its Subject Securities (as defined in the Seller Voting and Support Agreement).
The foregoing description of the Seller Voting and Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Seller Voting and Support Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreements
Sponsor Lock-Up Agreement
At the Closing, ACP, May Mobility and the Sponsor will enter into a lock-up agreement (the “Sponsor Lock-Up Agreement”) in substantially the form attached to the Business Combination Agreement, pursuant to which the Sponsor and its permitted assigns will agree, prior to the date that is twelve (12) months after the date that the registration statement filed by ACP pursuant to the A&R Registration Rights Agreement (as defined below) first becomes effective under the Securities Act of 1933, as amended (the “Securities Act”) (such date, the “Effective Date”, and such twelve-month period, the “Lock-Up Period”), not to, without the prior written consent of the board of directors of ACP, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Locked-Up Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Locked-Up Securities or (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii). The Locked-Up Securities will consist of (a) the 5,778,867 shares of Domesticated Purchaser Common Stock received upon conversion of the Founder Shares in the Sponsor Share Conversion and the Domestication, (b) the 435,000 shares of Domesticated Purchaser Common Stock received upon cancellation of the Units and (c) Domesticated Purchaser Warrants to purchase 217,500 shares of Domesticated Purchaser Common Stock (collectively, the “Locked-Up Securities”). The Sponsor Lock-Up Agreement will provide for certain permitted transfers. In addition, if, prior to the expiration of the Lock-Up Period, ACP consents to release any shares of Domesticated Purchaser Common Stock, or any securities convertible into, exchangeable for or representing the right to receive shares of Domesticated Purchaser Common Stock, held by any director, officer or holder (on an as-converted basis) of 5.0% or more of the shares of May Mobility Common Stock immediately prior to the consummation of the Business Combination that has delivered a lock-up agreement to ACP in connection with the Business Combination, other than the Sponsor, from the restrictions described in the Sponsor Lock-Up Agreement, a pro rata portion of the Sponsor’s Locked-Up Securities will also be released on the same terms. The Sponsor Lock-Up Agreement will terminate upon the earlier of (a) the expiration of the Lock-Up Period applicable to all Locked-Up Securities and (b) the closing of a Company Liquidity Event (as defined in the Sponsor Lock-Up Agreement).
Cyrus Lock-Up Agreement and Keyframe Lock-Up Agreement
At the Closing, ACP, certain Sellers that are funds managed by Cyrus Capital Partners, L.P. (“Cyrus”) and the other parties thereto will enter into a lock-up agreement (the “Cyrus Lock-Up Agreement”) in substantially the form attached to the Business Combination Agreement. The applicable seller lock-up arrangements are expected to restrict transfers of (i) the shares of Domesticated Purchaser Common Stock received as consideration in the Merger in respect of shares of the May Mobility Common Stock held by such Sellers, until the Effective Date, (ii) the shares of Domesticated Purchaser Common Stock acquired in open market transactions or from ACP prior to the Closing until six months after the Effective Date and (iii) the shares of Domesticated Purchaser Series A Preferred Stock purchased from ACP and the related PIPE Investor Warrants, until six months after the Effective Date (such applicable period, the “Seller Lock-Up Period”, and such securities, collectively, the “Seller Locked-Up Securities”). Permitted transfers will include transfers to satisfy U.S. federal, state or local income tax obligations of a Seller (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended, or the U.S. Treasury Regulations promulgated thereunder after the date on which the Business Combination Agreement was executed, and such change prevents the Business Combination from qualifying as a “reorganization” pursuant to Section 368 of such Code, in each case solely to the extent necessary to cover any tax liability as a direct result thereof. The applicable seller lock-up arrangements are expected to terminate upon the earlier of (a) expiration of the Seller Lock-Up Period applicable to all Seller Locked-Up Securities and (b) the closing of a Company Liquidity Event (as defined in the Cyrus Lock-Up Agreement).
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Separately, at the Closing, ACP, Keyframe Capital Fund III, L.P. and the other parties thereto will enter into a lock-up agreement (the “Keyframe Lock-Up Agreement”) in substantially the form attached to the Business Combination Agreement, and with substantially the same terms as the Cyrus Lock-Up Agreement. The Sponsor Lock-Up Agreement, the Cyrus Lock-Up Agreement and the Keyframe Lock-Up Agreement are each referred to herein as a “Lock-Up Agreement”.
The foregoing description of each Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the form of Sponsor Lock-Up Agreement, a copy of which is attached as Exhibit 10.3 hereto, (ii) the form of Cyrus Lock-Up Agreement, a copy of which is attached as Exhibit 10.4 hereto, and (iii) the form of Keyframe Lock-Up Agreement, a copy of which is attached as Exhibit 10.5 hereto, and the terms of each of which are incorporated herein by reference.
Amended and Restated Registration Rights Agreement
At the Closing, ACP, the Sponsor, the other holders party thereto (including Cantor Fitzgerald & Co.), the PIPE Investors and certain securityholders of May Mobility will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), which will amend and restate in its entirety that certain Registration Rights Agreement, dated as of April 6, 2026, among ACP, the Sponsor and the holders signatory thereto. Pursuant to the A&R Registration Rights Agreement, ACP will grant such holders certain customary registration rights with respect to the securities of ACP that they will hold following the Business Combination.
Under the A&R Registration Rights Agreement, ACP will be required to file, at its sole cost and expense, within 30 days after the Closing Date, a shelf registration statement on Form S-1 or, if eligible, Form S-3, covering the resale of all registrable securities on a delayed or continuous basis. ACP will use commercially reasonable efforts to have such shelf registration statement declared effective as soon as reasonably practicable, but no later than the earlier of (a) the 75th calendar day following the filing date if the SEC notifies ACP that it will review the registration statement and (b) the tenth business day after the date ACP is notified that the SEC will not review or will not subject the registration statement to further review.
At any time an effective shelf registration statement is on file with the SEC, any holder party to the A&R Registration Rights Agreement may request an underwritten shelf takedown, provided that the total offering price reasonably expected from the offering exceeds $50,000,000 in the aggregate. Each of (i) the Sponsor Holders (as defined in the A&R Registration Rights Agreement), collectively, (ii) the MM Holders (as defined in the A&R Registration Rights Agreement), collectively, (iii) the PIPE Holders (as defined in the A&R Registration Rights Agreement), collectively, and (iv) the Other Holders (as defined in the A&R Registration Rights Agreement), collectively, may demand no more than two (2) underwritten shelf takedowns in any 12-month period.
If (i) the registration statement is not filed by the filing deadline, (ii) the registration statement is not declared effective by the effectiveness deadline or (iii) after effectiveness, sales cannot be made pursuant to the registration statement, ACP will make pro rata payments to each PIPE Investor, as liquidated damages and not as a penalty, in an amount equal to 3.0% of the aggregate amount paid pursuant to the applicable PIPE Subscription Agreement by such PIPE Investor for the registrable securities then held by such PIPE Investor for each 30-Business Day period, or pro rata for any portion thereof, during which such failure continues. The A&R Registration Rights Agreement also provides that ACP may delay or suspend the use of a registration statement on no more than two (2) occasions and for not more than 90 consecutive calendar days or 120 total calendar days in any 12-month period and provides for the payment of liquidated damages in the event ACP exercises such right in excess of such permitted time periods.
In addition, the A&R Registration Rights Agreement provides the holders with customary piggyback registration rights with respect to registered offerings conducted by ACP or by other holders.
The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of A&R Registration Rights Agreement, a copy of which is attached as Exhibit 10.6 hereto, and the terms of which are incorporated herein by reference.
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PIPE Investment
In connection with the Business Combination, on the Signing Date, ACP, May Mobility and certain accredited investors named therein (the “PIPE Investors”) entered into securities purchase agreements (the “PIPE Subscription Agreements”). Pursuant to the PIPE Subscription Agreements, the PIPE Investors have agreed, among other things, to purchase, at Closing, (i) an aggregate of 11,764,704 shares of 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of ACP (the “Domesticated Purchaser Series A Preferred Stock”), having the rights, preferences and privileges set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of the Domesticated Purchaser Series A Preferred Stock (the “Series A Certificate of Designation”), which will be filed with the Secretary of State of the State of Delaware prior to the Closing, and (ii) warrants (the “PIPE Investor Warrants”) to purchase a number of shares of Domesticated Purchaser Common Stock equal to 100% of the total number of shares of Domesticated Purchaser Common Stock into which such investor’s shares of Domesticated Purchaser Series A Preferred Stock are convertible on the Closing Date, in each case for an aggregate purchase price of approximately $120,000,000 (the “PIPE Investment”). Each share of Domesticated Purchaser Series A Preferred Stock will have a stated value of $12.00. Cantor Fitzgerald & Co. is acting as placement agent in connection with the PIPE Investment.
The PIPE Subscription Agreements include customary representations and warranties from ACP, May Mobility and the PIPE Investors and are subject to customary closing conditions, including the satisfaction or waiver of the conditions precedent to the closing of the Business Combination and the completion of the Domestication. The PIPE Subscription Agreements also include customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information and indemnification. The shares of Domesticated Purchaser Common Stock issuable upon conversion of the Domesticated Purchaser Series A Preferred Stock and upon exercise of the PIPE Investor Warrants (collectively, the “Underlying Shares”), and any additional shares issuable in connection with non-redemption shortfalls (“Backstop Shares”), a volume-weighted-average-price (“VWAP”) true-up or a PIPE upsize or an investment into May Mobility on or before September 30, 2026 (a “prefunding”) that will automatically convert into a PIPE Investment upon the Closing (“Incentive Shares”) will be registrable securities under the A&R Registration Rights Agreement and the PIPE Investors will become parties thereto as holders of such registrable securities.
Sponsor Accommodation Shares: Within ten business days of the date of the PIPE Subscription Agreements, the Sponsor shall transfer to certain PIPE Investors the Sponsor Accommodation Shares, provided that such PIPE Investors have agreed (i) not to, prior to the Closing, transfer such Sponsor Accommodation Shares, (ii) not to submit such Sponsor Accommodation Shares for redemption in connection with any extraordinary general meeting of ACP’s shareholders to approve the transactions contemplated by the Business Combination Agreement or any extension of the deadline to consummate an initial business combination, (iii) to vote all Sponsor Accommodation Shares in favor of any proposals put forth by ACP in connection with any extraordinary general meeting of ACP’s shareholders to approve the transactions contemplated by the Business Combination Agreement or any extension of the deadline to consummate an initial business combination and (iv) that in the event the Business Combination Agreement expires or is terminated or the transactions contemplated thereby are otherwise not consummated, to return such Sponsor Accommodation Shares to the Sponsor within ten Business Days.
Non-Redemption Shares and Non-Redemption Payment: With respect to an amount of Class A ordinary shares of ACP equal to up to 1,000,000 less the number of Sponsor Accommodation Shares received by such PIPE Investor from the Sponsor (such amount, the “Maximum Non-Redemption Share Amount”) held and not submitted for redemption by the applicable PIPE Investor or its designee in connection with the redemption of Class A ordinary shares by ACP’s public shareholders (such shares, the “Non-Redemption Shares”), ACP will, at the election of the applicable PIPE Investor, pay to such PIPE Investor or its designee, in cash within two (2) business days after the Closing, an amount per Non-Redemption Share equal to the price offered to ACP’s public shareholders through the redemption plus any commissions paid or payable by such PIPE Investor or its designee for such share (the “Non-Redemption Payment”). In lieu of cash payment, the applicable PIPE Investor may elect to offset and deduct the Non-Redemption Payment from the purchase price payable at Closing.
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Backstop Shares and VWAP True-Up: If a PIPE Investor or its designee does not hold at least the Maximum Non-Redemption Share Amount as of the Closing Date for which it has elected to receive the Non-Redemption Payment, ACP will issue to the applicable PIPE Investor a number of Backstop Shares equal to the shortfall between the Maximum Non-Redemption Share Amount and the number of Non-Redemption Shares actually acquired and held through the Closing. In addition, if the VWAP of the Domesticated Purchaser Common Stock for the period beginning on the first day on which the Domesticated Purchaser Common Stock is traded (a “Trading Day”) following the Closing Date and ending on the Trading Day immediately prior to the Effective Date (the “VWAP Price”) is greater than the VWAP of the Domesticated Purchaser Common Stock on the Effective Date (the “Effectiveness Price”), ACP will issue additional shares of Domesticated Purchaser Common Stock (the “VWAP true-up shares”) to the applicable PIPE Investor based on the difference between the VWAP Price and the Effectiveness Price, rounded down to the nearest whole share and subject to a cap of twice the number of Backstop Shares. The VWAP true-up shares and the Backstop Shares will be restricted securities under Rule 144 under the Securities Act and will be entitled to registration rights under the A&R Registration Rights Agreement.
PIPE Upsize and Incentive Shares: The PIPE Investment may be increased by up to $50,000,000 in aggregate in gross cash proceeds from a PIPE Investor, any other Series A investor or any other investors approved by a certain Principal Investor (as defined in the Series A Certificate of Designation) in writing (the “PIPE Upsize”). Such PIPE Upsize may include Incentive Shares equal to 25% of the PIPE Upsize amount divided by $10.00, subject to a maximum of 1,250,000 Incentive Shares. The Incentive Shares issued in a PIPE Upsize or prefunding will be restricted securities under Rule 144 and will have the same registration rights under the A&R Registration Rights Agreement as other registrable securities.
Subsequent Equity Sales Standstill: From the date of the PIPE Subscription Agreements until 180 days after the Effective Date, ACP may not, without the prior written consent of the applicable PIPE Investor, (A) issue shares of Domesticated Purchaser Common Stock or any securities of ACP that would entitle the holder to acquire Domesticated Purchaser Common Stock at any time, including debt, preferred stock, rights, options, warrants or other instruments that are convertible into or exercisable or exchangeable for, or otherwise entitle the holder to receive, Domesticated Purchaser Common Stock (collectively, the “Common Stock Equivalents”), (B) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Domesticated Purchaser Common Stock or (C) file with the SEC a registration statement relating to any shares of Domesticated Purchaser Common Stock or Common Stock Equivalents, except pursuant to the A&R Registration Rights Agreement. These restrictions will not apply to (i) securities or Backstop Shares issued under the PIPE Subscription Agreements, (ii) shares issued upon conversion, exercise or vesting of outstanding securities, subject to the limitations in the PIPE Subscription Agreements, (iii) shares or securities issued pursuant to stock-based compensation plans or in accordance with Nasdaq Stock Market Rule 5635(c)(4), (iv) Form S-8 filings or (v) securities issued in a PIPE Upsize solely from the date of the PIPE Subscription Agreements through the Closing.
No Forward Purchase Agreements; No Non-Redemption Incentives: Except as set forth in the Non-Redemption Shares provisions of the PIPE Subscription Agreements and the Business Combination Agreement, neither ACP, May Mobility nor any of their respective representatives, officers, directors, agents, employees or affiliates will, from the date of the PIPE Subscription Agreements through 180 days after the Effective Date, (i) enter into any forward purchase agreement or (ii) enter into, make or promise any non-redemption incentive, other than to the extent necessary to satisfy the listing requirements of Nasdaq.
Dividends: The Domesticated Purchaser Series A Preferred Stock will accrue dividends daily at the rate of 12% per annum of the Accrued Value (as defined in the Series A Certificate of Designation) (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Accrued Value (if paid in cash), plus the amount of previously accrued dividends paid in kind. Such dividends will be cumulative and will accrue whether or not declared and whether or not ACP has earnings or funds legally available for their payment and will compound semi-annually.
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Liquidation Preference: Upon any liquidation or deemed liquidation event, the holders of Domesticated Purchaser Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of Domesticated Purchaser Common Stock or any other junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value on each share of Domesticated Purchaser Series A Preferred Stock or (ii) such amount per share as would have been payable had all shares of Domesticated Purchaser Series A Preferred Stock been converted into Domesticated Purchaser Common Stock immediately prior to the liquidation event. Thereafter, the holders of Domesticated Purchaser Series A Preferred Stock will be entitled to receive their pro-rata share of the remaining proceeds available for distribution to stockholders, on an as-converted to Domesticated Purchaser Common Stock basis.
Voting: The Domesticated Purchaser Series A Preferred Stock will vote together with the Domesticated Purchaser Common Stock as a single class, except as required by law and as noted below under “Protective Provisions.” Each holder of Domesticated Purchaser Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Domesticated Purchaser Common Stock into which the shares of Domesticated Purchaser Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.
Protective Provisions: For as long as at least 20% of the shares of Domesticated Purchaser Series A Preferred Stock issued as of Closing are outstanding, ACP shall not, without the affirmative vote or action by written consent of the holders of at least a majority of the issued and outstanding shares of Domesticated Purchaser Series A Preferred Stock, which majority must include each Principal Investor (as defined in the Series A Certificate of Designation), for so long as each such Principal Investor holds at least 50% of the number of shares of Domesticated Purchaser Series A Preferred Stock originally issued to such Principal Investor as of Closing (the “Required Holders”), take any of the following actions, whether directly or indirectly by amendment, merger, consolidation, domestication, transfer, continuance, reorganization, recapitalization, reclassification, waiver, statutory conversion or otherwise: (i) liquidate, dissolve or wind up the affairs of ACP; (ii) enter into any transaction with an affiliate, other than (A) any transaction with a wholly owned subsidiary of ACP or (B) the issuance of equity or awards to eligible participants under ACP’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of ACP, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of ACP; or (iii) incur or guarantee, in each case by ACP, any new indebtedness, other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the Domesticated Purchaser Series A Preferred Stock shall not be considered indebtedness for purposes of this calculation. In addition, for as long as at least 5% of the shares of Domesticated Purchaser Series A Preferred Stock issued as of Closing are outstanding, ACP shall not, without the affirmative vote or action by written consent of the Required Holders, (i) amend, alter or repeal any provision of the certificate of incorporation, bylaws, Series A Certificate of Designation or any similar document of ACP (A) in a manner that materially and adversely affects the powers, preferences or rights given to the Domesticated Purchaser Series A Preferred Stock or (B) to increase or decrease the aggregate number of authorized shares of Domesticated Purchaser Series A Preferred Stock; (ii) create, authorize the creation of, classify or reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the Domesticated Purchaser Series A Preferred Stock with respect to its rights, preferences and privileges; or (iii) purchase or redeem or pay any cash dividend on any capital stock ranking junior to the Domesticated Purchaser Series A Preferred Stock prior to payment of such cash dividend on the Domesticated Purchaser Series A Preferred Stock, or purchase or redeem any capital stock ranking junior to the Domesticated Purchaser Series A Preferred Stock, other than stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of ACP. Any such action taken without the required vote or consent will be null and void ab initio.
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Conversion: Each share of Domesticated Purchaser Series A Preferred Stock will be convertible into Domesticated Purchaser Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of Domesticated Purchaser Common Stock at prices less than the conversion price then in effect. In addition, if the 20-Trading Day volume-weighted average price of the Domesticated Purchaser Common Stock measured as of the twenty-first Trading Day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $5.00, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the PIPE Subscription Agreements (the “VWAP Adjustment”).
Put Rights: Unless prohibited by applicable law governing distributions to stockholders, the Domesticated Purchaser Series A Preferred Stock shall be redeemable at the option of any requesting holder, as to all of such holder’s shares, commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value. If any portion of such redemption price is not paid within five (5) business days following the applicable redemption date, interest will accrue on the unpaid portion until paid in full at a rate equal to the lesser of 24% per annum and the maximum rate permitted under applicable law.
Call Rights: Unless prohibited by applicable law governing distributions to stockholders, the Domesticated Purchaser Series A Preferred Stock shall be redeemable at the option of ACP, in whole or in part, commencing any time (A) on or after the 3rd anniversary of the Closing but prior to the 4th anniversary of the Closing at a price equal to the greater of (i) 120% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Domesticated Purchaser Series A Preferred Stock been converted into Domesticated Purchaser Common Stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable in cash; provided that ACP may, at its option, pay the amount payable per share that is in excess of 120% of the Accrued Value in shares of Domesticated Purchaser Common Stock, with the value of such shares of Domesticated Purchaser Common Stock being the closing price of such shares of Domesticated Purchaser Common Stock on the principal trading market on which such shares are listed or quoted (the “Trading Market”) on the applicable date of redemption), (B) on or after the 4th anniversary of the Closing but prior to the 5th anniversary of the Closing at a price equal to the greater of (i) 110% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Domesticated Purchaser Series A Preferred Stock been converted into Domesticated Purchaser Common Stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable in cash; provided that ACP may, at its option, pay the amount payable per share that is in excess of 110% of the Accrued Value in shares of Domesticated Purchaser Common Stock, with the value of such shares of Domesticated Purchaser Common Stock being the closing price of such shares of Domesticated Purchaser Common Stock on the Trading Market on the applicable date of redemption), or (C) on or after the 5th anniversary of the Closing at a price equal to the greater of (i) 100% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Domesticated Purchaser Series A Preferred Stock been converted into Domesticated Purchaser Common Stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable in cash; provided that ACP may, at its option, pay the amount payable per share that is in excess of 100% of the Accrued Value in shares of Domesticated Purchaser Common Stock, with the value of such shares of Domesticated Purchaser Common Stock being the closing price of such shares of Domesticated Purchaser Common Stock on the Trading Market on the applicable date of redemption).
PIPE Investor Warrants: At the closing of the PIPE Investment, the PIPE Investors will receive PIPE Investor Warrants to purchase a number of shares of Domesticated Purchaser Common Stock equal to 100% of the total number of shares of Domesticated Purchaser Common Stock into which such investor’s shares of Domesticated Purchaser Series A Preferred Stock are convertible on the Closing Date. The PIPE Investor Warrants will be immediately exercisable upon issuance at Closing and will have a term of five (5) years. The PIPE Investor Warrants include customary cash and cashless exercise provisions. Each PIPE Investor Warrant is initially exercisable at $12.00 per share of Domesticated Purchaser Common Stock, subject to the same anti-dilution and other adjustments as the Domesticated Purchaser Series A Preferred Stock.
The foregoing description of the PIPE Investment does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the form of PIPE Subscription Agreement, a copy of which is attached as Exhibit 10.7 hereto, (ii) the full text of the form of Series A Certificate of Designation, a copy of which is attached as Exhibit 3.1 hereto, and (iii) the full text of the form of PIPE Investor Warrant, a copy of which is attached as Exhibit 4.1 hereto, and the terms of each of which are incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of Domesticated Purchaser Common Stock pursuant to the Business Combination Agreement, including any Backstop Shares, Incentive Shares and VWAP true-up shares, the issuance of Domesticated Purchaser Warrants in connection with the Domestication and the issuance of shares of Domesticated Purchaser Series A Preferred Stock and PIPE Investor Warrants pursuant to the PIPE Subscription Agreements is incorporated by reference herein. The securities to be offered and sold in connection with the Business Combination Agreement and the PIPE Subscription Agreements, including such additional shares and the Underlying Shares, have not been and will not be registered under the Securities Act, in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On September 16, 2026, ACP and May Mobility issued a joint press release announcing their entry into the Business Combination Agreement. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
On September 16, 2026, representatives of ACP and May Mobility will present to investors an investor presentation (the “Investor Presentation”) in connection with the announcement of the Business Combination Agreement. A copy of the Investor Presentation is being furnished hereto as Exhibit 99.2 and is incorporated by reference into this Item 7.01.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
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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 Current Report on Form 8-K and certain of the exhibits hereto contain 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.
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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 Current Report on Form 8-K. 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 Current Report on Form 8-K, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1† | Business Combination Agreement, dated as of September 15, 2026, by and among ACP Holdings Acquisition Corp., Maestro Merger Sub, Inc. and May Mobility, Inc. | |
| 3.1 | Form of Certificate of Designation of Preferences, Rights and Limitations of 12% Series A Cumulative Convertible Preferred Stock. | |
| 4.1 | Form of Warrant to be issued to each PIPE Investor. | |
| 10.1 | Sponsor Support Agreement, dated as of September 15, 2026, by and among Union Street Sponsor, LLC, ACP Holdings Acquisition Corp. and May Mobility, Inc. | |
| 10.2 | Form of Seller Voting and Support Agreement. | |
| 10.3 | Form of Sponsor Lock-Up Agreement. | |
| 10.4 | Form of Cyrus Lock-Up Agreement. | |
| 10.5 | Form of Keyframe Lock-Up Agreement. | |
| 10.6 | Form of Amended and Restated Registration Rights Agreement. | |
| 10.7 | Form of PIPE Subscription Agreement. | |
| 99.1 | Press Release, dated as of September 16, 2026. | |
| 99.2 | Investor Presentation, dated as of September 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACP HOLDINGS ACQUISITION CORP. | |||
| Date: September 16, 2026 | By: | /s/ Andrew Mallozzi | |
| Name: | Andrew Mallozzi | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
May Mobility to Become the First U.S. Publicly Listed Pure-Play Autonomous Ride-Hail Technology Company Through a Business Combination with ACP Holdings Acquisition Corp.
| ● | The business combination implies a pro forma enterprise value of approximately $1.4 billion for May Mobility |
| ● | Fully committed private investment in public equity (PIPE) of $120 million, including leading institutional investors |
| ● | Commercially proven physical AI: more than 550,000 commercial autonomous rides across 1.1 million miles and three driver-out launches in the United States to date |
| ● | May Mobility’s multi-policy reasoning architecture is designed to enable deployment in new cities without the millions of miles of training data conventional AV systems have required, lowering time to market and capital intensity |
| ● | May Mobility’s asset-light Autonomy-as-a-Service model brings together leading partners from across the ride-hail and mobility value chain |
| ● | May Mobility’s partnerships with Uber, Lyft, Grab and CaoCao position it as the only autonomous vehicle company partnered with four of the world’s leading ride-hailing platforms |
| ● | Grab’s partnership with and investment in May Mobility, announced in 2025, will support the company’s continued expansion efforts |
ANN ARBOR, Mich., Sept. 16, 2026 — May Mobility, Inc. (“May Mobility”), a global autonomous vehicle (AV) technology company, and ACP Holdings Acquisition Corp. (Nasdaq: ACGC) (“ACP Holdings”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement. The transaction is expected to position May Mobility as the first U.S. publicly listed pure-play autonomous ride-hail technology company. The business combination implies a pro forma enterprise value of approximately $1.4 billion. The transaction is expected to deliver gross proceeds of up to $337 million, subject to redemptions by ACP Holdings’ public stockholders. Upon the closing of the transaction, the combined company is expected to operate as “May Mobility, Inc.” and list on the Nasdaq Stock Market under the ticker symbol “MAY.”
May Mobility is a pioneer of an asset-light, partnership-first approach to deploying physical AI in autonomous ride-hail applications, differentiating itself in an industry traditionally dominated by asset-heavy fleet operators.
Commercially Proven
May Mobility has completed more than 550,000 commercial autonomous rides across 1.1 million miles in the United States and Japan, including three driver-out deployments to date. May Mobility is one of just a handful of companies to have deployed public driver-out routes across multiple sites in the United States. May Mobility currently operates commercially in three U.S. locations, with Lyft in Atlanta and autonomous ride services in Eden Prairie and Grand Rapids, Minnesota, and is targeting to launch commercial operations with Uber in Arlington, Texas, in Q4 2026 or Q1 2027. Additionally, a six-month on-demand AV pilot with NTT Mobility in Nagoya, Japan, launched in September, with additional deployments expected to be announced later this year.
Leading Customers and Partners
May Mobility has created a robust partnership ecosystem in line with its Autonomy-as-a-Service strategy, spanning vehicle manufacturers, ride-hail and fleet owners and operators, including the following:
| ● | Toyota Motor Corporation is May Mobility’s primary OEM partner, providing autonomy-ready vehicle platforms—the Sienna and the e-Palette. |
| ● | Uber and Lyft have each entered multi-year, multi-city partnerships with May Mobility to deploy autonomous fleets in the United States on their respective ride-hail platforms. |
| ● | Grab, Southeast Asia’s leading superapp, has committed to a multi-year strategic partnership including investment, technology collaboration and commercial expansion into Southeast Asia. |
| ● | NTT, a global telecommunications and technology leader, led May Mobility’s Series D and E financing rounds. As part of that investment, May Mobility licensed its technology to NTT as the exclusive operator of May Mobility-powered fleets in Japan. |
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| ● | ECARX is May Mobility’s hardware integration and engineering partner, enabling significant bill-of-materials reductions and mass production. |
| ● | CaoCao, a global ride-hail platform, is partnering with May Mobility to launch AVs in Europe and other international markets. May Mobility will provide the technology, and CaoCao will own and operate the May Mobility-powered autonomous fleets. |
May Mobility believes that its partnerships help validate its technology and reduce execution risk.
Asset-Light at Scale
May Mobility’s transition to an Autonomy-as-a-Service model differentiates it from conventional autonomous ride-hail companies. This asset-light model offers ride-hail platforms a proven autonomous technology architecture that navigates diverse driving environments safely and is built to scale efficiently. Fleet operating partners will assume full responsibility for vehicle ownership, depot operations and maintenance costs; May Mobility will deliver the autonomy. May Mobility believes this proprietary approach can reduce capital requirements, expand margins, align with the economics of fleet operators and enable rapid scaling across markets by allowing experienced fleet operators to manage operational complexity. May Mobility receives either fixed fees or per-trip licensing fees from ride-hail partners, with target longer-term gross margins of up to 70%, with target EBIT margins of as much as 30%, a profile more typical of software-as-a-service (SaaS) companies than traditional mobility operators.
Physical AI: Technology That Reasons Through the Real World
Human drivers do not need to experience millions of miles of roads to drive safely. The brain instantly builds a mental model of the world and then reasons through it, and May Mobility’s autonomous driving system (ADS), a form of physical AI, works the same way. Its multi-policy reasoning architecture is a distinct point of differentiation from conventional autonomy stacks that rely on modular or pure end-to-end models. May Mobility’s ADS uses a world model to understand the vehicle’s environment through a distillation of physics, rules of the road and driving culture. The world model runs on-vehicle simulations of up to thousands of possible futures every second, without the need for massive training datasets. May Mobility’s system then evaluates the outcomes of multiple deep-learned and reasoning-based strategies that compete to control the vehicle, rejecting any action that fails to meet safety parameters. Each decision is earned and follows an explicit, scored policy, unlike competitors’ end-to-end approaches, which may not provide any decision-making traceability. As a result, behaviors in the May Mobility system are auditable, a critical property in demonstrating AV safety over the long term. The same reasoning-based approach is designed to enable May Mobility to deploy in new cities without the millions of miles of training data conventional AV systems have required, lowering time to market and capital intensity.
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“We started May Mobility because getting around a city shouldn’t cost people their time, their safety or their freedom. Becoming a public company is how we bring that within reach for more people, faster,” said Dr. Edwin Olson, CEO and founder of May Mobility. “By partnering with the best companies in the world, we can give people a smarter way to move through their cities, at a scale none of us could reach alone.”
Andrew Mallozzi, Chairman & CEO of ACP Holdings and Founder of Atlas Credit Partners said, “Our conviction in May Mobility is grounded in the extensive fundamental and operational work our team has done with the company and in what we believe is a differentiated and capital-efficient approach to autonomous mobility. May Mobility has demonstrated meaningful commercial traction, validation of technology and a robust ecosystem of strategic partners, including Uber, Lyft, Grab and CaoCao. We are pleased to support the company’s next phase of growth through this transaction and the fully committed PIPE secured in connection with the business combination.”
Historical Financials
May Mobility generated approximately $10 million in revenue in 2025 with a 27% gross margin, reflecting early commercialization of its ride-hail partnerships. Despite expansion into new markets and the development of frontier autonomous technology, May Mobility’s cash burn in 2025 totaled approximately $93 million, reflecting a disciplined cost structure and capital allocation relative to its peers—as well as benefits accruing from its partnership model. Since inception in 2017, May Mobility has raised approximately $445 million from leading venture investors, strategic corporate partners and financial investors, each validating the company’s technology and market opportunity.
Transaction Details
The transaction values the combined company at an implied pro forma enterprise value of approximately $1.4 billion. The combined company is expected to receive up to $337 million in gross proceeds, comprising:
| ● | Up to $217 million from ACP Holdings’ trust account, subject to redemptions by ACP Holdings’ public shareholders; and |
| ● | A fully committed PIPE of $120 million with institutional and strategic investors, including an affiliate of Atlas Credit Partners co-anchoring the PIPE. |
The boards of directors of both May Mobility and ACP Holdings have each unanimously approved the proposed business combination. The closing of the business combination is expected to occur by year-end, subject to the satisfaction of customary closing conditions, including the approval of shareholders of each of May Mobility and ACP Holdings, and the approval of the listing of the combined company’s shares on Nasdaq.
The gross proceeds are expected to be used for additional R&D and industrialization investments to extend May Mobility’s driver-out operational domain, supply chain investments to reduce bill-of-materials costs, new deployments in the United States and globally to accelerate growth, and general working capital.
Investor Presentation Discussion
The management teams of May Mobility and ACP Holdings will publish an investor presentation discussing the proposed transaction at 8:30 a.m. ET on September 16, 2026. Interested investors may access the presentation by visiting maymobility.com/investors. Presentation materials will be filed with the U.S. Securities and Exchange Commission (the “SEC”).
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Transaction Advisors
Cantor Fitzgerald & Co. is serving as exclusive financial advisor and lead capital markets advisor to ACP Holdings in connection with the transaction, and as lead PIPE placement agent. O’Melveny & Myers LLP is serving as Cantor Fitzgerald’s legal counsel. DLA Piper LLP (US) is serving as legal advisor to ACP Holdings. Latham & Watkins LLP is serving as legal counsel to May Mobility.
About May Mobility
May Mobility develops autonomous vehicle technology for commercial ride-hail services. Its patented physical AI system runs entirely on-vehicle, integrating deep learning, a dynamic world model and a real-time reasoning engine to navigate through new and complex situations on the road. In partnership with Toyota Motor Corporation, NTT, Lyft, Uber and Grab, May Mobility delivers Autonomy-as-a-Service (AaaS) at commercial scale and has completed more than half a million commercial autonomous rides across deployments in the U.S. and Japan. For more information, visit maymobility.com.
About ACP Holdings Acquisition Corp.
ACP Holdings Acquisition Corp. is a special purpose acquisition company affiliated with Atlas Credit Partners, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination.
Investor Contact
Shadee Sclar
shadee.sclar@maymobility.com
Media Contact
Karsten Kutterer
media@maymobility.com
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this press release that do not relate to matters of historical fact, including statements about May Mobility’s and ACP Holdings’ beliefs, plans, and expectations, should be considered forward-looking. These forward-looking statements generally are identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include but are not limited to statements regarding May Mobility’s future results of operations and financial condition, business strategy, AV technology, systems, research and development costs, regulatory approvals, potential market opportunity, anticipated trends in May Mobility’s business, timing and likelihood of success, as well as plans and objectives of management for future operations, the successful consummation and potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for May Mobility to increase in value.
These forward-looking statements are based on information available as of the date of this press release and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing May Mobility’s or ACP Holdings’ views as of any subsequent date, and May Mobility and ACP Holdings do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside ACP Holdings’ and May Mobility’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the proposed business combination may not be realized; the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of ACP Holdings’ securities; the amount of redemption requests made by ACP Holdings public shareholders and the failure to satisfy the conditions to the consummation of the proposed business combination, including the failure of ACP Holdings’ shareholders to approve and adopt the proposed business combination; risks related to the scaling of May Mobility’s business and the timing of expected business milestones; the ability to meet stock exchange listing standards following the consummation of the proposed business combination; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that may be initiated following announcement of the proposed business combination; the combined company’s continued listing on Nasdaq; the risk that the proposed transaction disrupts current plans and operations of May Mobility as a result of the announcement and consummation of the proposed business combination; the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the proposed business combination; risks associated with changes in applicable laws or regulations applicable to May Mobility’s solutions and services and May Mobility’s international operations; the possibility that the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; the ability of May Mobility or the combined company to raise capital in the future; and other risks and uncertainties that will be detailed in the Proxy Statement/Prospectus (as defined below) and as indicated from time to time in ACP Holdings’ filings with the SEC. These filings 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.
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ACP Holdings and May Mobility caution that the foregoing list of factors is not exclusive. ACP Holdings and May Mobility caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Forward-looking statements are not guarantees of future performance. Neither May Mobility nor ACP Holdings gives any assurance that either May Mobility or ACP Holdings will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by May Mobility or ACP Holdings or any other person that the events or circumstances described in such statement are material.
Additional Information and Where to Find It
In connection with the proposed transaction between ACP Holdings and May Mobility, ACP Holdings and May Mobility intend to file with the SEC, as co-registrants, a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of ACP Holdings and a preliminary prospectus relating to the securities to be issued in connection with the proposed transaction (the “Proxy Statement/Prospectus”). After the Registration Statement is declared effective, ACP Holdings plans to mail a definitive proxy statement/prospectus to all ACP Holdings and May Mobility shareholders as of a record date to be established for voting on the proposed transaction. ACP Holdings will also file other documents regarding the proposed transaction with the SEC. This press release is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document that May Mobility or ACP Holdings may file with the SEC or send to ACP Holdings’ shareholders in connection with the proposed transaction.
This press release does not contain all of the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the transaction. Before making any voting or investment decision, investors and securityholders of ACP Holdings and May Mobility are urged to read the Registration Statement, the Proxy Statement/Prospectus and all other relevant documents filed or to be filed with the SEC in connection with the proposed transaction carefully when they become available because they will contain important information about May Mobility, ACP Holdings, the proposed transaction and related matters. Investors and securityholders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and all other relevant documents filed with the SEC by May Mobility and ACP Holdings through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by ACP Holdings may be obtained by written request to ACP Holdings at ACP Holdings Acquisition Corp., 3131 Eastside Street, Houston, Texas 77098, and the documents filed by May Mobility may be obtained by written request to May Mobility at 650 Avis Drive, Suite 100, Ann Arbor, Michigan 48108.
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Participants in the Solicitation
ACP Holdings, May Mobility and certain of their respective directors, executive officers, and employees may be deemed to be participants in the solicitation of proxies from ACP Holdings’ shareholders in connection with the proposed transaction. Information about ACP Holdings’ directors and executive officers and their ownership of ACP Holdings’ securities is set forth in ACP Holdings’ filings with the SEC. A list of the names of May Mobility’s directors and executive officers and information regarding their interests in the proposed transaction will be included in the Proxy Statement/Prospectus when it becomes available. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed transaction when available. Investors and securityholders should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This press release shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ACP Holdings, May Mobility or the combined company resulting from the proposed transaction, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Distribution of this press release is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where such distribution or use would be contrary to local law or regulation.
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Exhibit 99.2
Investor Presentation PROPRIETARY & CONFIDENTIAL September 2026
Notice to Recipient Strictly Confidential Disclaimer This presentation (this “Presentation”) has been prepared solely for the purpose of furnishing information on a confidential basis to interested parties to assist them in making their own evaluation with respect to a potential private placement of securities of ACP Holdings Acquisition Corp. (“ACP”) in connection with the contemplated business combination (the “Transaction”) between ACP and May Mobility, Inc. (the “Company” or “May Mobility”) and is being delivered to you on behalf of ACP and the Company by Cantor Fitzgerald & Co. (“Cantor”), as financial advisor and lead placement agent in connection with the Transaction. This information is strictly confidential and proprietary, and its disclosure to an unauthorized recipient could cause significant harm to the Company. By accepting this Presentation, you and your affiliates agree to maintain this information in the strictest confidence and to protect and safeguard this Presentation against any unauthorized publication or disclosure. Without the express prior written consent of the Company, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Company and the Transaction or (iv) provided to any person except your employees and advisors with a need to know who are advised of the confidentiality of the information, except to the extent required by law. You acknowledge that you are (a) aware that the United States securities laws prohibit any person who has material non - public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and that you will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. You also acknowledge and agree that this Presentation may contain material non - public information concerning the Company. By accepting this Presentation and the information contained herein, you and your institution expressly agree to use this Presentation and the information contained herein in accordance with your compliance policies, contractual obligations and applicable laws, including United States federal and state securities laws and comply with the confidentiality obligations and other requirements set forth herein. This Presentation supersedes and replaces all previous oral and written communications between the parties hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation shall not constitute an offer to sell or a solicitation of an offer to buy securities or an invitation or inducement to engage in investment activity, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities law of any such jurisdiction . Any securities to be offered by the Company in connection with the Transaction to which this Presentation relates have not been registered under the Securities Act of 1933 , as amended (the “Securities Act”) or applicable state or foreign securities laws . Any offer of securities, if made, may be made only through definitive offering documents, including, but not limited to a subscription agreement . The information contained herein is qualified in its entirety by reference to the definitive offering documents . This Presentation relates to securities that the Company intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws . These exemptions apply to offers and sales of securities that do not involve a public offering . The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of the potential offering or determined that this Presentation is accurate or complete . Any representation to the contrary is a criminal offense . No Representations and Warranties This Presentation is for informational purposes only . The recipient agrees and acknowledges that this Presentation is for informational purposes and is not intended to form the basis of any investment decision by the recipient and does not constitute financial investment, tax or legal advice . No representation or warranty, express or implied, is or will be given by May Mobility, Cantor or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this Presentation or in any other written, oral or other communications transmitted or otherwise made available to any party and no responsibility or liability whatsoever (including any direct, indirect or consequential loss or loss of profit) is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto . The recipient also acknowledges and agrees that the information contained in this Presentation is subject to change, and any such changes may be material . May Mobility and Cantor disclaim any duty to update the information contained in this Presentation . Forward - Looking Statements This Presentation contains forward - looking statements . All statements other than statements of historical facts contained in this Presentation, including statements regarding May Mobility’s future results of operations and financial condition, business strategy, AV technology, systems, research and development costs, regulatory approvals, potential market opportunity, anticipated trends in May Mobility’s business, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward - looking statements . These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond May Mobility’s control and may cause May Mobility’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward - looking statements . The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “future,” “opportunity” or “would,” or the negative of these terms or other similar expressions, are intended to identify forward - looking statements . These forward - looking statements are subject to a number of risks, uncertainties, and assumptions . Moreover, May Mobility operates in a competitive and rapidly changing environment . New risks emerge from time to time . It is not possible for May Mobility’s management to predict all risks, nor can May Mobility assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statements it may make . In light of these risks, uncertainties, and assumptions, the forward - looking events and circumstances discussed in this Presentation may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward - looking statements . You should not rely upon forward - looking statements as predictions of future events . Although May Mobility believes that the expectations reflected in the forward - looking statements are reasonable, it cannot guarantee that the future results, advancements, discoveries, levels of activity, performance, or events and circumstances reflected in the forward - looking statements will be achieved or occur . In addition, statements that “May Mobility believes” and similar statements reflect its belief and opinion on the relevant subject . These statements are based upon information available to May Mobility as of the date of this Presentation, and while it believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that it has conducted an exhaustive inquiry into, or review of, all potentially available relevant information . MAY MOBILITY PROPRIETARY & CONFIDENTIAL 2
Notice to Recipient Strictly Confidential These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. May Mobility qualifies all of the forward - looking statements in this Presentation by these cautionary statements. These forward - looking statements speak only as of the date of this Presentation. Except as required by applicable law, May Mobility does not plan to publicly update or revise any forward - looking statements contained in this Presentation, whether as a result of any new information, future events, or otherwise. Use of Projections This Presentation contains projected financial information with respect to May Mobility . Such projected financial information constitutes forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . Further, illustrative presentations are not necessarily based on management's projections, estimates, expectations, or targets but are presented for illustrative purposes only . May Mobility's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation . The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties . See "Forward - Looking Statements" above . Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation is not intended, and should not be regarded, as a representation by any person that the results reflected in such forecasts will be achieved . Further, the metrics referenced in this Presentation regarding select aspects of May Mobility's operations were selected by May Mobility on a subjective basis . Such metrics are provided solely for illustrative purposes to demonstrate elements of May Mobility's business, are incomplete, and are not necessarily indicative of May Mobility's historical or future performance or overall operations . The historical trends shown in these metrics may not continue or otherwise be indicative of May Mobility's future results of operations . Industry, Market Data and Partnerships In this Presentation, May Mobility relies on and refers to certain information and statistics regarding the markets and industries in which May Mobility competes . Such information and statistics are based on management’s estimates and/or obtained from third - party sources, including reports by market research firms and company filings . While May Mobility believes such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information . May Mobility has not independently verified the accuracy or completeness of the information provided by the third - party sources . This Presentation contains descriptions of certain key business partnerships with May Mobility . These descriptions are based on the May Mobility management team’s discussion with such counterparties, certain written agreements, including non - binding agreements, and the latest available information and estimates as of the date of this Presentation . These descriptions are subject to negotiation and execution of definitive agreements with certain of such counterparties which have not been completed as of the date of this Presentation . Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and May Mobility’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, © or ® symbols, but May Mobility and its affiliates will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . Additional Information You are urged to request any additional information you may consider necessary or desirable in making an informed investment decision . None of Cantor or any of its affiliates is acting as a financial advisor, placement agent, arranger or in any other advisory capacity to you with respect to the Transaction or owes such recipient any duty of loyalty or care (whether in contract, in tort or otherwise) with respect to this Presentation or the Transaction (and Cantor, on behalf of itself and its affiliates, expressly disclaims any such advisory, fiduciary or similar relationship) . You (and your representatives, if any) are invited, prior to the entry into any definitive documentation with respect to the Transaction, to ask questions of, and receive answers from, the Company concerning the Transaction and to obtain additional information regarding the Transaction, to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information contained herein . If you decide not to participate in the Transaction, or if the Company requests at any time, you will promptly return to the Company all materials furnished to you in connection with the Transaction, including this Presentation, without retaining any copies thereof (except copies retained for bona fide legal or compliance purposes) . MAY MOBILITY PROPRIETARY & CONFIDENTIAL 3
Notice to Recipient Strictly Confidential 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 Presentation, 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 Presentation. Participants in the Solicitation ACP, May Mobility and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ACP’s shareholders in connection with the Transaction . Information about ACP’s directors and executive officers and their ownership of ACP’s securities is set forth in ACP’s filings with the SEC, and information about May Mobility’s directors and executive officers will be set forth in the registration statement . To the extent that holdings of ACP’s securities by ACP’s directors and executive officers have changed since the amounts printed in the prospectus for ACP’s initial public offering, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC . Additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the registration statement, including the preliminary and definitive proxy statement/prospectus regarding the Transaction, when it becomes available . These documents can be obtained free of charge from the sources indicated above . Financial Information ; Non - GAAP Measures The financial information and data contained in this Presentation 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 Presentation 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. MAY MOBILITY PROPRIETARY & CONFIDENTIAL 4
PROPRIETARY & CONFIDENTIAL Today’s Presenters Edwin Olson CEO & FOUNDER PhD, EECS · Professor, C.S. / AI at the University of Michigan · 20+ years AV / robotics experience Tom Fennimore CHIEF FINANCIAL OFFICER 20+ years financial leadership across public markets, investment banking, and AV operations Sid Venkatesan CHIEF STRATEGY OFFICER & GENERAL COUNSEL 20+ years legal and operational leadership across public - company governance and AV deployment Andrew Mallozzi CHAIRMAN & CEO 20+ years of direct investing experience across public and private opportunities / Founder & Managing Partner of Atlas Credit Partners
PROPRIETARY & CONFIDENTIAL Atlas Credit Partners A proven track record of partnering with businesses to provide capital solutions & operational support, resulting in > $50B in value creation ACP is a Houston, TX based investment manager and sponsor, founded by Andrew Mallozzi in 2019 ● $1.25B+ deployed across alternative private capital solutions through active investing and direct origination ● Over $50B of market value created ; ACP seeks to invest at the intersection of growth & value, a key driver of capital appreciation and firm track record ● Specialists in structured growth & transitional situations with an operational lens and return of capital focus ● ACP Holdings Acquisition Corp. (ACGC) completed its $200M+ IPO in April 2026 to leverage ACP’s robust late - stage private company pipeline, with May Mobility identified as a top opportunity post - IPO May thesis echoes previous ACP success stories Technology Validation Commercialization & Strategic Integration Strategic partnerships validate differentiated technology; Toyota and ECARX provide AV at competitive cost; customer acquisition leveraged through Uber, Lyft, Grab and CaoCao Robust Market / TAM $1T+ Opportunity Drivers take ~70% of every fare, a >$1T 1 pool that autonomy providers aim to capture Proven Management AV Operators & Capital Allocators Management team has significant AV leadership (incl. MIT, Ford, UMich); team brings depth of experience from Toyota, Google, Cruise & Embark Scale / Unit Economics Capital - Light & Cost Reductions Fleet partners own and operate the AVs, creating operating leverage as the fleet scales; decreasing BOM to further incentivize adoption Note: All stats as of December 31, 2025, unless otherwise noted. 1. Bank of America – “The Road Ahead: The Future of Autonomous Vehicles (September 2025). 6
PROPRIETARY & CONFIDENTIAL Market Overview May is targeting the first commercially scaling AV market 700,000+ fully autonomous rides are now completed per week globally, with the U.S. alone accounting for 450,000+ weekly commercial rides 7 The global robotaxi market is projected to reach ~$415B by 2035 with the U.S. alone accounting for ~$48B The U.S. commercial AV fleet is forecasted to grow from ~4,000 vehicles today to ~35,000 by 2030, capturing ~8% of the rideshare market - up from less than 1% today Leading operators are targeting 15 - 20+ cities globally by end of 2026 with the global fleet expected to surge from ~7,000 vehicles last year to ~1 million by 2030 and ~6 million by 2035 Sources: Goldman Sachs Research (Oct 2024, Apr 2025), McKinsey Center for Future Mobility (Jan 2026), BCG AV Market Model (January 2026). 1. Values for 2025 - 2030 estimated from base - case curves; Representative of United States, Europe, and China only.
PROPRIETARY & CONFIDENTIAL May Mobility: A Snapshot ● Proven autonomous ride - hail leader 550K+ commercial rides across the U.S. and Japan 2 ● Proprietary AI technology - Patented multi - policy reasoning, enabling a leaner, more generalizable autonomy stack ● Asset - light at scale - Transitioning to an autonomy software licensing model where fleet ownership shifts to operating partners Validated by the Benchmark Leading Customers & Partners Customers Multi - city, multi - year partnership; Arlington, TX deployment targeting Q4 2026/Q1 2027 Multi - city, multi - year partnership; commercial deployment launched Atlanta, late 2025 Extends May's ride - hail distribution into Southeast Asia Supports May's commercial deployment in Japan Multi - city, multi - year partnership in Europe Platform Partners Primary OEM partner for autonomy - ready platforms and fleet financing Supply chain and engineering partner targeting significant vehicle cost reduction Attacking a Massive TAM Long - Term U.S. TAM >$1T BofA: AV ride - hail is a trillion dollar opportunity 3 U.S. RIDE - HAIL BOOKINGS SERVED TODAY 0.5% Waymo's est. ~$350M in annualized revenue represents less than 0.5% of annual bookings 4 Differentiated Approach to Autonomous Driving Multi - Policy 1 Reasoning 1. Multi - Policy Reasoning also known as Multi - Policy Decision Making. 2. As of May 2026. 3 Bank of America – “The Road Ahead: The Future of Autonomous Vehicles (September 2025). 4 Bloomberg - “Waymo Raises $16 Billion From Alphabet and Others to Expand” (February 2026).
PROPRIETARY & CONFIDENTIAL May Mobility is one of a limited few to have achieved multiple Driver - Out Deployments, at a fraction of the cost of Waymo May’s ability to generalize across new ODDs enables fast, cost - effective driver out deployments Ability to achieve driver - out in 12 to 18 months for each new deployment AV capabilities supplemented by Remote - assist Agents , which support safety remotely Targeting 4th driver - out deployment by late 2026/early 2027 Note: All stats as of November 30, 2025, unless otherwise noted. 1. Headcount based on disclosures across Waymo’s website as of January 27th, 2026. 2. Represents total raised between 2020 and October 2024 (month during which Waymo achieved its third driver - out deployment). Represents publicly announced external funding rounds. Funding amount shown does not consider internal funding from Alphabet prior to 2020 or any unannounced sources of capital. https://waymo.com/blog/2024/10/investing - to - bring - the - waymo - driver - to - more - riders/ https://waymo.com/blog/2020/03/waymo - raises - first - external - investment - round https://waymo.com/blog/2021/06/transforming - mobility - with - confidence - of - world - class - investors May Accelerating Momentum Across Driver - Out Launches (vs. Deployed Capital) 2009 2015 2025 2020 Driver - out demo First driver - out deployment Second driver - out deployment Third driver - out deployment ~$0.05B ~$0.2B ~$0.3B 280 Employees $11.3B+ Incl. public rounds only 2 ~3,200 Employees Waymo 1
PROPRIETARY & CONFIDENTIAL Market Opportunity The May Solution Predictions are carefully assessed in real - time by Multi - Policy Reasoning – May’s proprietary reasoning model Possible Futures Multi - Policy Reasoning (Reinforcement Learning) AI World Model Prediction 1 Reward Function Good Policy Learning AI World Model Prediction 2 Good AI World Model Prediction 3 Accident Simulates outcomes Thousands of times Traceability/Audit Traceability/Audit Best Policy 10
PROPRIETARY & CONFIDENTIAL Market Opportunity Why is Autonomous Hard to Solve Today? The Challenge of Autonomy Edge cases are infinite Pedestrians, weather, construction, atypical behavior Safety requires the unseen Vehicles must handle scenarios absent from training data Brittle ML stacks Perception → prediction → planning breaks at the long tail Punishing unit economics Fleet capex, supervisory ops cost, city - by - city regulatory friction Conventional AV Models May AI World Model + Reasoning Heavy and compute - intensive MODEL SIZE Lean and performance optimized Billions of miles TRAINING DATASET Thousands of miles, trained on 3D physical sensor data Performance limited by experience NOVEL SITUATION PERFORMANCE Deployable to new geographies without having to retrain Learning occurs in data centers MAY’S TECHNOLOGY ADVANTAGE Reasoning happens at the edge 11
PROPRIETARY & CONFIDENTIAL May Mobility: Competitive Differentiators in the U.S. ~3800 11 5M+ Waymo U.S. SITES, INTL. TESTING ~100 3 550K+ May Mobility U.S. + JAPAN <100 1 0 Zoox LAS VEGAS, SF PRIVATE ~60 6 N/A Tesla (Robotaxi) AUS, DAL, HOU, MIA, ORL, TAMPA ~100 1 ~130K Motional LAS VEGAS ~200 1 N/A Avride DALLAS ~100 0 0 Nuro TESTING N/A 0 0 Wayve TESTING N/A 0 0 Waabi TESTING LAUNCHED DRIVER - OUT COMMERCIAL RIDES ACTIVE REVENUE - GENERATING SITES FLEET SIZE Sources: Company websites & social feeds, press releases and third - party websites: Motional , Nuro , Tesla , Zoox , Zoox , AVride , Waymo . Wayve , Waabi , Pony AI , WeRide . Note: All stats as of May 28, 2026, unless otherwise noted. Waymo co - CEO Dolgov, Cheeky Pint podcast (Mar 24 2026). 12
PROPRIETARY & CONFIDENTIAL May Mobility: Commercialization Timeline PHASE 1 PHASE 2 PHASE 3 R&D Prototypes Driver - in / Data Collection 1 - 10 Units High Unit Cost Serialized Upfit Driver - Out Certified 10s - 100s Units / Moderate Unit Cost Mass Production Driver - Out Certified 1k - 100k Units / Low Unit Cost WE ARE HERE Early Development (2017 - 2019) Proof of Concept (2020 - 2021) Commercialization & Scale (2022 - 2025) May Mobility Founding Toyota Partnership 1st Site Launch: Detroit Via Partnership 1st Japan Intl. Site Launch Lexus AV Service Launch: Arlington, TX 1st Toyota Sienna Deployment 1st Driver - Out Launch: Sun City, AZ 3rd Driver - Out Launch: Peachtree Corners, GA NTT Partnership 2nd Driver - Out Launch: Ann Arbor, MI 13 Lyft Launch Atlanta, GA
PROPRIETARY & CONFIDENTIAL May Mobility: The Basics Next Generation of May: Expected To Be Unveiled 2H 2026 ● Sensors & compute costs decline rapidly at scale ● OEM integration eliminates costly post - production upfitting ● Volume agreements unlock supply chain pricing ● Asset - light at scale via third - party fleet operators Toyota Sienna Autono - MaaS Platform: No custom sensors & no custom silicon Back/side - facing Radar (x2) Remote monitoring (Cellular/5G) Primary LIDAR Camera (x3) Radar (x2) On - Vehicle Traffic Light Detection (OVTL) Camera Secondary LIDAR Back - facing camera Secondary LIDAR Side - facing camera Forward LIDAR Forward camera Forward - facing Radar behind bumper 14 (1) As of December 31, 2025.
PROPRIETARY & CONFIDENTIAL May is positioned to grow nationally Despite differing requirements, regulatory landscape across most U.S. states is constructive for AV deployment. 1 Proposed legislation for AV operations or testing Full AV deployment without operator AV testing No pending regulation Active Deployments 2 15 (1) As of May 20, 2026. (2) May had active deployments in Peachtree Corners, Eden Prairie, Grand Rapids, and Atlanta as of May 29, 2026.
PROPRIETARY & CONFIDENTIAL (1) ADK Engineering & Uplift Sensor install, calibration, validation INTEGRATOR Third - party integrator manages sensor installation, calibration, and validation using off - the - shelf components, enabling a flexible and cost - efficient hardware stack Vehicle Manufacturing Autonomy - ready platforms at scale OEM Strategic OEM partnership provides autonomy - ready vehicle platforms at scale, with integrated financing solutions to support an asset - light fleet model May Mobility: A Partnership Approach Autonomy Provider Asset - light, partner - enabled PATENTS ~ 2,500 Issued, pending and licensed patent claims 1 Commercial Channels Ride - hail demand & dispatch, market access Fleet Ownership & Operations Capital, depots, day - to - day fleet ops DEMAND CHANNEL Partnerships with leading ride - hail networks provide immediate access to existing rider demand, dispatch infrastructure, and market reach across the U.S. and Southeast Asia OPERATOR Established fleet operators own and manage vehicle depots and day - to - day operations, allowing May to transition to a capital - light, software - centric revenue model 16 As of December 31, 2025.
PROPRIETARY & CONFIDENTIAL Commercial Ride - Hail Partnerships Targeting launch Q4 2026/Q1 2027 in Arlington, TX ● Arlington: May’s largest AV service zone upon expected launch ● Additional cities & vehicles planned ● Uber provides an estimated 38 million trips 1 per day globally Launched in September 2025 in Atlanta, GA ● Riders love the service with a 4.85 2 Lyft rating to date ● ~23,700 3 pick - up/drop - off points across Atlanta ● Additional cities expected to follow Atlanta “At Uber, we’re building the future of transportation, working with the world’s leading autonomous vehicle developers like May Mobility to help commercialize and deploy this technology quickly at scale around the world.” Dara Khosrowshahi CEO UBER “We're bringing the future of transportation with May Mobility to Atlanta… with the same safety and community focus that defines Lyft, and the proven technology from May Mobility.” Jeremy Bird EVP LYFT 17 (1) (2) (3) Data as reported by Uber for its quarter ended September 30, 2025. 4.85 aggregate score through January 23, 2026 on a 5 star scale. ~23,700 pick - up/drop - off points across Atlanta as of January 30, 2026.
PROPRIETARY & CONFIDENTIAL Strategic Partnerships A multi - year strategic and commercial partnership to launch AV services. ● Operational readiness underway ● Companies to collaborate on mapping technology ● Southeast Asia pilot launch under evaluation Led May Mobility’s Series D and E financings and is the exclusive fleet owner, operator and provider of May’s proprietary AV tech in Japan. ● Completed three pilot sites in Nagoya, Tokyo, and Saito ● Launching new Nagoya pilot in September 2026 ● Long - term collaboration to encompass multiple market segments and vehicle platforms “We see our partnership with May Mobility as a powerful synergy of hyperlocal expertise and global capabilities. We are excited to learn from them and work with them to adapt their technology to Southeast Asia’s needs.” Dominic Ong General Manager of Autonomous GRAB 18
PROPRIETARY & CONFIDENTIAL May Mobility is the only AV provider partnered with 4 of the leading global ride - hailing companies, as well as a Japanese partnership with NTT 1. Motional - Lyft Las Vegas robotaxi partnership was paused in 2024; Motional now deploys via Uber. Note: Global and regional rank of Ride - Hailing Companies is based upon # of annual trips per publicly available information. Note: Waymo’s fleet size and monthly trip rate suggests 1 robo - taxi can perform ~8,500 trips annually, or 120,000 Avs can perform ~1B trips annually. 19 N/A #2 China #2 North America #1 Southeast Asia #1 North America Regional Rank N/A 0.8B 1B 3B 15B Est. Annual Trips Internal AV Tech Japan Europe Atlanta $ SE Asia Arlington, TX May Mobility Selected AV Competitors Nashville Austin, Atlanta Waymo Las Vegas Motional $ Dallas Avride $ S.F. Bay Area Nuro Exclusive to Uber for the Lucid Robotaxi Platform $ London / Tokyo Wayve Zoox announced partnership $ ride - hailing co. invested in the AV co. no announced partnership Cities/Regions named where deployments are active or announced
PROPRIETARY & CONFIDENTIAL May Mobility: A Differentiated, Asset - Light Business Model Median U.S Driver Earnings (excluding tips) 1 May’s Ride - Hail Revenue Model Today May’s B2G and Japan Business Today and Ride - Hail Target with Fleet Operating Partners Driver Earnings ~$28/hr 1 (Net of Lyft commissions) Fixed Fee Based on Vehicle Availability 2025 Gross Margins: 25%+ Targeted “Fleet Operator Asset Light Model” 2 (Based on Hrs. Deployed or Per Trip) SaaS - like Gross Margins from lower fleet costs Fleet Operators May keeps 100% of revenue but also incurs 100% of fleet operating costs TARGETED May splits revenue with fleet operating partners, who incur 100% of fleet operating and ownership costs Note: Illustrative and based on management estimates from public disclosures, and thus is subject to change and may not be representative of our business. 1. Based on $28 of median U.S Lyft driver earnings, and excludes tips and bonuses for every hour of engaged time (Lyft Q1 2024 Earnings Call). 2. We are in the process of transitioning to an asset - light, software licensing model and have yet to generate material revenue from fleet operator revenue share model. 20
PROPRIETARY & CONFIDENTIAL Illustrative “Asset Light” Transition & Unit Economics Asset Light Transition (Target 12 to 18 Months After Launch) Initial U.S Ride - Hailing Site Launch N/A (Safety Driver - out) May Mobility Safety Driver Cost Fleet Operating Partner May Mobility Vehicle Cost (Financing, Depreciation, Insurance, Maintenance) Fleet Operating Partner May Mobility Site Operating Cost (Staff, Fuel / Charging, Depot Operations, Other) May Mobility May Mobility Remote & Other COGs (Remote vehicle supervisors, software maintenance & storage, field engineers) Several Hundred Depending Upon Size 10 to 50 Target Fleet Size @ Each Site $50k to 72K Revenue / Vehicle @ $35K to $50K Margin / Vehicle ~$130K to 150K Revenue / Vehicle @ Negative Margin with Safety Driver Illustrative May Mobility Annual Revenue & Gross Margin per Vehicle 1 1. At Initial US Ride - hailing Site Launch, revenue per vehicle assumes $24/hour fixed fee per vehicle with the vehicle operating 330 - 350 days per year and 16 - 18 hours per day; safety driver out assumes revenue split with fleet operating partner and/or license fee per vehicle based upon current agreements in place & target margins of ~70% per vehicle. 21
PROPRIETARY & CONFIDENTIAL Initiatives Underway to Reduce BOM Costs >50% Targeted BOM Reduction ● Compute & Sensors — Significant cost - downs expected as next - gen chip alternatives emerge and the lidar/radar/camera markets mature ● Hardware & Integration — Components targeted for meaningful reductions through design innovation and supply scale ● Labor & Vehicle Platform — Integration labor and base vehicle costs expected to compress materially via process standardization and deeper partnerships ADK ADK Base Vehicle Base Vehicle Today Next 12 Months 2028 Target Note: Illustrative figures for discussion purposes only. 22 $0 $100 $200 BOM Reduction ($ in thousands) $300
PROPRIETARY & CONFIDENTIAL Illustrative Fleet Size Targets & Revenue Profile 23 Note: Illustrative unit economics and revenues presented are estimates only, reflecting management's current expectations and based on numerous assumptions. The illustrative unit economics and revenues presented may not be realized, and actual results could differ materially from the illustrative estimates presented. Longer - Term Driver - Out Margin Targets 40K 30K 20K 10K $2,000M $1,500M $1,000M $500M $50K $2,440M $1,830M $1,220M $610M $61K $2,880M $2,160M $1,440M $720M $72K Illustrative Annual Revenue Per Vehicle Illustrative Fleet Size Illustrative Total Fleet Size Targets 300 - 400 ~100 2026YE 2027YE Thousands 2028YE Tens of Thousands 2030YE Illustrative May Mobility Revenue ($M) Gross Margin: ~70% EBIT Margin: ~30%
PROPRIETARY & CONFIDENTIAL Capital Efficient Business Model 24 (1) Break - even fleet size to offset illustrative Non - GAAP OPEX assuming a 70% gross margin. Illustrative Annual Revenue Per Vehicle based upon current agreements in place. (2) Non - GAAP Opex excludes D&A, Stock - based compensation expense, impairment and other one - time expenses; free cash flow is cash flow from operations less capex and fleet principal payments. Comparison based on management estimates based on headcounts of Waymo and Tesla. Illustrative “Break - even” Fleet Size 1 Capital Efficient Business Model • May Mobility has raised $445M of capital since its inception in 2017 • Cash spend low relative to other AV players 2 o 2025 Non - GAAP OPEX: $81M o 2025 Free Cash Flow: ($93M) • Expected higher investments in OPEX & Free Cash Flow to support new site launches, fleet growth and other growth initiatives Expected Use of Proceeds $72K $61K $50K 2,976 3,513 4,286 $150M 3,968 4,684 5,714 $200M 4,960 5,855 7,142 $250M Illustrative Non - GAAP OPEX ($M) Illustrative Annual Revenue Per Vehicle • Strengthen balance sheet and liquidity profile • Additional R&D and industrialization investments to extend driver - out domain • Supply chain investments to reduce costs • New site launches • General corporate purposes
PROPRIETARY & CONFIDENTIAL Transaction: Market Valuation Dynamics Pure Play Robotaxi Trucking / Freight Enterprise Value 1 ($ in millions) $126,000 Source: Company filings and FactSet as of 8/6/2026. 1. Waymo, Wayve, and Nuro enterprise values based on post - money of last funding round, Feb 2026, Feb 2026, and Aug 2025, respectively; Waabi and Avride excluded due to undisclosed valuation. 2. May Mobility implied enterprise valuation shown. 25 $8,600 $6,000 [$1,482] $12,272 $797 $823
Transaction Overview 26 MAY MOBILITY PROPRIETARY & CONFIDENTIAL Sources & Uses (1) Transaction Highlights Business Combination Structure • De - SPAC via a merger of May Mobility into ACP • Targeting an expected close in Q1 2027 Valuation • The business combination implies a pro forma combined EV of $1,482 • Existing May Mobility shareholders would roll over 100% of their equity Capital structure • The business combination is to be funded by a combination of ACP cash held in trust and PIPE financing Pro Forma Valuation Pro Forma Ownership (2) ($ in millions) (1) Assumes no ACP shareholder has exercised redemption rights to receive cash from the trust account; this amount will be reduced by the amount of cash used to satisfy any redemptions. (2) Excludes impact of warrants, including public warrants, private warrants and warrants granted to PIPE investors. Public warrants are redeemable by the company once shares trade at or above $18.00 for 20 trading days within a 30 - trading day period. (3) PIPE Investors will hold 12.0% Series A Cumulative Convertible Preferred Stock; Assumes $120.0M PIPE commitment (post 15% OID) at the time of BCA signing converted at $12.00/share, and 2.9M incentive shares transferred from sponsor and/or newly issued by the Company.
Summary Risk Factors MAY MOBILITY PROPRIETARY & CONFIDENTIAL 27 All references to "we," "us" or "our" refer to the Company prior to the consummation of a potential transaction with a special purpose acquisition company. The risks described below are a non - exhaustive list of the key risks related to Company and the factors that could cause actual results to differ from the intentions and assumptions described in this presentation. This list has been prepared solely for potential investors in this private placement transaction and not for any other purpose. You should carefully consider these risks and uncertainties, carry out your own due diligence, and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this private placement transaction before making an investment decision. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished with the SEC in respect of a potential transaction. The risks presented in such filings would include risks associated with the post - transaction operation of Company and the risks associated with the potential transaction, and these risks may differ significantly from, and will be more extensive than, those risks presented below. The Company may be subject to the following factors, many of which are outside of Company's control: Risks Related to our Business and Industry ∙ AV technology is an emerging and rapidly evolving technology and involves significant risks and uncertainties. ∙ We have a limited operating history with our current business in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we are not successful. ∙ We have a history of net losses, and we may not be able to achieve or maintain profitability in the future. ∙ Our history of net losses and negative cash flows raise substantial doubt about our ability to continue as a going concern. ∙ We will require a significant amount of additional capital to fund our operations and growth. If we cannot obtain sufficient capital on acceptable terms, our business, financial condition, and results of operations may be adversely affected. ∙ Since the markets for AV technology are still at relatively early stages of growth, if such markets do not continue to grow, grow more slowly than expected, fail to grow as large as expected, or if our AV technology fails to gain acceptance or traction from passengers and other stakeholders, our business, financial condition, and results of operations could be adversely affected. ∙ We face risks associated with AV technology and may not be able to develop solutions on schedule, or at all, and we may experience significant delays in the design, commercialization, and launch of new solutions. We may fail to develop partnerships with other companies to offer AV technologies in a timely manner. ∙ Our plan is to transition to an AaaS fleet operator - driven business model while we continue to grow and develop our technology. If we are unable to manage our transition and growth strategy effectively, including by developing our technology and infrastructure, maintaining and expanding on our partnerships and obtaining new partners and customers, our business, financial condition, and results of operations may be adversely affected. ∙ The success of our AaaS model will depend on its effective deployment and operation by third parties, such as ride - hail and commercial fleet operators. ∙ Any failure to commercialize at scale would have an adverse effect on our business, financial condition, results of operations, harm our reputation, and could result in substantial liabilities that exceed our resources. ∙ We operate in a highly competitive market, and many of our competitors have greater resources than we do. ∙ If we fail to effectively price our bids for competitive procurements, our business, financial condition, and results of operations could be adversely affected. ∙ Our business plans rely in large part upon certain assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual results of operations may be materially different from our projections, and our estimates of certain financial metrics may prove inaccurate. ∙ Our expansion into new geographical areas, jurisdictions, and applications involves inherent risks, which may adversely affect our business, financial condition, and results of operations. ∙ The operation of AVs equipped with our AV technology is different from non - autonomous vehicles and may be unfamiliar to customers and other drivers. ∙ We may not effectively identify, pursue and consummate strategic alliances, collaborations, investments, or acquisitions. Even if we do, such transactions could divert management’s attention, result in our incurring significant costs or operating difficulties, dilute our stockholders, disrupt our operations, and adversely affect our business, financial condition, and results of operations. ∙ If we are no longer able to benefit from our agreements with key strategic partners, such as Toyota, NTT, or other related parties, our business may be adversely affected. ∙ Any flaws or misuse of AV technologies, whether actual or perceived, intended or inadvertent, committed by us or by other third parties, could have an adverse effect on our reputation, prospects, business, financial condition, and results of operations. ∙ We invest significantly in R&D, and to the extent our R&D efforts are unsuccessful, our competitive position could be negatively impacted, and our business, financial condition, and results of operations may be adversely affected. ∙ We source key materials and components from third - party suppliers, including in the production of our ADKs, which involves certain risks that may result in increased costs, pricing fluctuations, delayed deliveries of our products or services, and other quality or compliance issues. If one or more of these third - party suppliers becomes inoperable, capacity - constrained or if operations are disrupted, our business, financial condition, and results of operations could be adversely affected. ∙ Failure to address the service requirements and expectations of our partners, customers, or passengers could harm our reputation and may adversely affect our business, financial condition, and results of operations. ∙ Leveraging contract manufacturers to install our AV hardware and provide other services is subject to risks.
Summary Risk Factors MAY MOBILITY PROPRIETARY & CONFIDENTIAL 28 Risks Related to our Business and Industry ∙ We use third - party providers of cloud infrastructure to operate our business. Any disruption in the operations of these third - party providers, limitations on capacity, or interference with our use could adversely affect our business, financial condition, and results of operations. ∙ It is possible that the unit economics of our products and services do not develop as expected, in particular as we transition to an AaaS fleet operator - driven business model, which could adversely affect our business, financial condition, and results of operations. ∙ We are required to comply with laws and regulations across jurisdictions, including obtaining and maintaining permits and licenses to operate certain aspects of our business operations. ∙ Our business may suffer from claims relating to, among other things, actual or alleged defects in our AV technology, or if our AV technology actually or allegedly fail to perform as expected. Any publicity related to these claims could harm our reputation and decrease demand for our AV technology or increase regulatory scrutiny of our AV technology. ∙ Our business depends on retaining and attracting high - quality personnel, particularly in our senior management team and technical engineering team, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business. ∙ Growth of our business will partially depend on the recognition of our brand. Our brand and reputation could be harmed by negative publicity or safety, data security, and others concerns regarding our AV technology. Failure to maintain, protect, and enhance our brand could limit our ability to expand or retain our partner and/or customer base, which could adversely affect our business, financial condition, and results of operations. ∙ If we are unable to manage the risks presented by our international operations, our business, financial condition, and results of operations may be adversely impacted. ∙ If our business development plans are not effective, our business development may be negatively affected. ∙ Recent and further changes in the tariff and trade policies of the United States or of other countries could increase manufacturing costs, decrease demand for our AV technology, disrupt supply chains, or otherwise adversely affect our business, financial condition, and results of operations. ∙ Certain of our deployments, including those in the B2G sector, are funded in whole or in part by government grants and may be negatively impacted if those grants were to cease. ∙ We may not have sufficient insurance coverage for our operations. ∙ We face risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents which could significantly disrupt our operations. ∙ General business and economic conditions, and risks related to the larger automotive ecosystem, including consumer demand, could adversely affect the market for vehicles, which could reduce our revenue. ∙ If we fail to grow at the rate we currently expect, we may not be able to achieve and maintain profitability, which would adversely affect our business, financial condition, and results of operations. ∙ Because a portion of our business depends on contracting with government entities and other heavily regulated organizations, we face a number of challenges and risks unique to such business. ∙ Our workforce and operations have grown substantially since inception, and we expect that they will continue to do so using different labor models. If we are unable to effectively manage that growth, our reputation and brand, business, financial condition, and results of operations will be adversely affected. ∙ Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business, financial condition, and results of operations could be harmed. ∙ Changes in tax laws may adversely affect our business, financial condition, and results of operations. ∙ Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. ∙ We are exposed to fluctuations in currency exchange rates and interest rates. ∙ Because a portion of our revenue is recognized over the term of the contract, downturns or upturns in our business may not be reflected in our results of operations until future periods. ∙ We have incurred indebtedness, and we may not generate sufficient cash flow from operations to meet our debt service requirements, which could adversely affect our business, financial condition, and results of operations. Risks Related to Regulation and Legal Compliance ∙ Our business is subject to substantial regulations and may be adversely affected by changes in automotive safety regulations or concerns that increase regulation of the automobile safety market. ∙ We are subject to a variety of laws and regulations that affect our operations and that could adversely affect our business, financial condition, and results of operations. ∙ We may be subject to claims, lawsuits, government and regulatory investigations, and other proceedings that may adversely affect our business, financial condition, and results of operations. ∙ Certain members of our management have previously held senior positions at other public companies and have been, are currently, or may become, involved in litigation, investigations or other proceedings related to those companies or otherwise. This may adversely affect our reputation, business, financial condition, and results of operations. ∙ We have regular interactions with governmental officials in the ordinary course of business and are subject to anti - corruption laws and other anti - bribery and anti - kickback laws and regulations. ∙ We are subject to economic sanctions and governmental export and import control laws and regulations. Our failure to comply with these laws and regulations may adversely affect our business, financial condition, and results of operations.
Summary Risk Factors MAY MOBILITY PROPRIETARY & CONFIDENTIAL 29 Risks Related to our Intellectual Property, Data, and Cybersecurity ∙ Our business operations could be adversely affected if we fail to adequately obtain, maintain, enforce, or protect our intellectual property rights. ∙ We may be sued by third parties for infringement, misappropriation, or other violation of their proprietary technology or other intellectual property, which could be time - consuming and costly and result in significant legal liability or require us to cease using certain technology or other intellectual property, which could harm our business, financial condition, and results of operations. ∙ We use certain software governed by open - source licenses, and failure to comply with such licenses could restrict our ability to offer our products and services, which could adversely affect our business, financial condition, and results of operations. ∙ We and our third - party providers are exposed to cybersecurity risks and incidents which may result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn adversely affect our business, financial condition, and results of operations. ∙ Unauthorized control or manipulation of systems in AV may cause them to operate improperly or not at all, or compromise their safety and cybersecurity, which may result in loss of confidence in us and our AV technology and adversely affect our business, financial condition, and results of operations. ∙ Our software is highly technical, and any undetected errors could adversely affect our business, financial condition, and results of operations. ∙ Our business depends upon the interoperability of our software across devices and operating systems that we do not control. ∙ Complying with evolving laws and regulations across multiple jurisdictions regarding cybersecurity, information security, privacy and data protection, and other related laws and requirements may be expensive and force us to make adverse changes to our business . Many of these laws and regulations are subject to changes and uncertain interpretations, including in ways that may result in conflicting requirements among various jurisdictions . Any failure or perceived failure to comply with these laws and regulations could result in negative publicity, legal and regulatory proceedings, suspension or disruption of operations, fines, increased cost of operations, remediation costs, indemnification expenditures, or otherwise harm our business . ∙ Our products and solutions rely on the stable performance of both internal and external servers, networks, IT infrastructure and data processing systems, and any error, bug, vulnerability, systems defect or failure, disruption or unauthorized access, such as cyber - attacks, to such servers, networks, assets, or systems due to internal or external factors could diminish demand for our products and services, harm our business, financial condition, and results of operations and subject us to liability ∙ We are incorporating AI technologies into some of our products and processes . These technologies may present business, compliance, and reputational risks . ∙ The regulatory framework for AI and ML technology is rapidly evolving, and we cannot predict how future laws, regulations, or standards will impact our business . Risks Relating to this Offering and Ownership of our Common Stock ∙ An active trading market for our common stock may never develop or be sustained. ∙ The market price of our common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the price per share in the private placement and may lose all or part of your investment. ∙ If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, or if such analysts change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline. ∙ Future sales of shares by our existing stockholders could cause our stock price to decline. ∙ We have broad discretion in how we use the net proceeds from this offering, and we may not use them effectively. ∙ We qualify as an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies ∙ We have not paid and do not intend to pay cash dividends for the foreseeable future. ∙ The issuance by us of additional shares of any class of common stock or convertible securities may dilute your ownership and could adversely affect our stock price. ∙ Delaware law and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect at the completion of this offering could make a merger, tender offer, or proxy contest difficult, thereby adversely affecting the market price of our common stock. ∙ Our amended and restated certificate of incorporation and amended and restated bylaws will contain exclusive forum provisions for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees, or stockholders. ∙ As a result of becoming a public company, we will be required to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock. ∙ Operating as a public company will require us to incur significant costs and requires substantial management attention. In addition, key members of our management team have limited or no experience managing a public company.
PROPRIETARY & CONFIDENTIAL Non - GAAP OpEx Reconciliation 30
PROPRIETARY & CONFIDENTIAL Free Cash Flow Reconciliation 31
Filing Exhibits & Attachments
16 documentsPress Releases
Agreements & Contracts
- EX-10.1 SPONSOR SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 15, 2026, BY AND AMONG UNION ST 91.1 KB
- EX-10.2 FORM OF SELLER VOTING AND SUPPORT AGREEMENT 97.3 KB
- EX-10.3 FORM OF SPONSOR LOCK-UP AGREEMENT 59.7 KB
- EX-10.4 FORM OF CYRUS LOCK-UP AGREEMENT 97.4 KB
- EX-10.5 FORM OF KEYFRAME LOCK-UP AGREEMENT 81.4 KB
- EX-10.6 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 182.5 KB
- EX-10.7 FORM OF PIPE SUBSCRIPTION AGREEMENT 292.6 KB
Other Documents
- EX-2.1 BUSINESS COMBINATION AGREEMENT, DATED AS OF SEPTEMBER 15, 2026, BY AND AMONG ACP 830.6 KB
- EX-3.1 FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12% 192.2 KB
- EX-4.1 FORM OF WARRANT TO BE ISSUED TO EACH PIPE INVESTOR 179.3 KB
- EX-101 XBRL SCHEMA FILE 4.1 KB
- EX-101 XBRL DEFINITION FILE 26.7 KB
- EX-101 XBRL LABEL FILE 37.1 KB
- EX-101 XBRL PRESENTATION FILE 25.4 KB