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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): April 6, 2026
ACP
Holdings Acquisition Corp.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43225 |
|
98-1923384 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
3131 Eastside Street
Houston, Texas |
|
77098 |
| (Address of principal executive offices) |
|
(Zip Code) |
(832) 810-6648
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
ACGCU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
ACGC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
ACGCW |
|
The Nasdaq 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.
On April 6, 2026, the registration
statement on Form S-1 (File No. 333-294120) (the “Registration Statement”) relating to the initial public offering (the “Offering”)
of ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities
and Exchange Commission.
On April 8, 2026, the Company
consummated the Offering of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001
per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”), each whole
Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to
adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. The
Company granted Roth Capital Partners, LLC, the underwriter in the offering, the right to purchase up to an additional 3,000,000 units
to cover over-allotments, within 45 days of the closing (the “Over-Allotment Option”).
On April 10, 2026, 1,461,600
additional Units were issued pursuant to the underwriters’ partial exercise of over-allotment and sold at an offering price of
$10.00 per Unit, generating additional gross proceeds to the Company of $14,616,000 (the “Over-Allotment
Option Units”). The closing of the issuance and sale of the Over-Allotment Option Units occurred on April 10, 2026.
In
connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to
the Registration Statement:
| ● | An
Underwriting Agreement, dated April 6, 2026, between the Company and Roth Capital Partners,
LLC, as representative of the underwriters named therein (the “Representative”),
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”)
and incorporated herein by reference; |
| ● | A
Warrant Agreement, dated April 6, 2026, between the Company and Odyssey Transfer and Trust
Company (“Odyssey”), as warrant agent, a copy of which is filed as Exhibit 4.1
to this Report and incorporated herein by reference; |
| ● | A
Letter Agreement, dated April 6, 2026, among the Company, its directors and officers and
Union Street Sponsor, LLC (the “Sponsor”), a copy of which is filed as Exhibit
10.1 to this Report and incorporated herein by reference; |
| ● | An
Investment Management Trust Agreement, dated April 6, 2026, between the Company and Odyssey,
as trustee, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein
by reference; |
| ● | A
Registration Rights Agreement, dated April 6, 2026, among the Company, the Sponsor and the
holders signatory thereto, a copy of which is filed as Exhibit 10.3 to this Report and incorporated
herein by reference; |
| ● | A
Private Placement Units Purchase Agreement, dated April 6, 2026, between the Company and
the Sponsor, a copy of which is filed as Exhibit 10.4 to this Report and incorporated herein
by reference; |
| ● | A
Private Placement Units Purchase Agreement, dated April 6, 2026, between the Company and
the Representative, a copy of which is filed as Exhibit 10.5 to this Report and incorporated
herein by reference; |
| ● | A
Services Agreement, dated April 6, 2026, between the Company and the Sponsor a copy of which
is filed as Exhibit 10.6 to this Report and incorporated herein by reference; and |
| ● | Indemnity
Agreements, each dated April 6, 2026, between the Company and each director and executive
officer of the Company (the “Indemnity Agreements”), the form of which is filed
as Exhibit 10.7 to this Report and incorporated herein by reference. |
Item
3.02. Unregistered Sales of Equity Securities.
On
April 8, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 435,000 units to
the Sponsor and an aggregate of 50,000 units to the Representative (collectively, the “Private Placement Units”) at a price
of $10.00 per Private Placement Unit, generating gross proceeds of $4,850,000 (the “Private Placement”). No underwriting
discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction
and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance
upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except that so long as they are held
by the Sponsor or its permitted transferees, the Private Placement Units (including the securities comprising such units and the Class A
ordinary shares issuable upon exercise of the private placement warrants) (i) may not, subject to certain limited exceptions, be
transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be
entitled to registration rights and (iii) with respect to private placement warrants included in the Private Placement Units held
by the Representative and/or its designees, will not be exercisable more than five years from the commencement of sales in the Company’s
initial public offering in accordance with FINRA Rule 5110(g)(8).
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of April 6, 2026, the Company’s board of directors is comprised of the following individuals: Andrew Mallozzi, Andrew Sung, Sean Wallace, August
Roth, and Jonathan Urfrig. Additional information regarding, among other things, each individual’s background, board committee membership
and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
On April 6, 2026, the Company
entered into the Indemnity Agreements with each of Andrew Mallozzi, Andrew Sung, Sean Wallace, August Roth, and Jonathan Urfrig, which
require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a
result of any proceeding against them as to which they could be indemnified. The foregoing description of the Indemnity Agreements is
qualified in its entirety by reference to the full text of the form of Indemnity Agreement filed as Exhibit 10.7 to this Report, which
is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On
April 6, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”)
with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 500,000,000
Class A Ordinary Shares, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 5,000,000 preference shares,
par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein
by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended
Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.
Item 8.01. Other Events.
On April 8, 2026, a total
of $201,000,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit
of the Company’s public shareholders (the “Trust Account”), with Odyssey acting as trustee. On April 10, 2026, an additional
$14,689,080 consisting of the net proceeds from the sale of the Over-Allotment Option Units and the Private Placement was placed in the
Trust Account, resulting in a total of $215,689,080 held in the Trust Account. Except with respect to interest earned on the funds held
in the Trust Account that may be released to the Company to pay its taxes (excluding any 1% U.S. federal excise tax on stock repurchases
under the Inflation Reduction Act of 2022, or similar tax, that is imposed on us, if any), if any, the funds held in the Trust Account
will not be released from the Trust Account until the earliest of (i) the completion of our initial business combination, (ii) the
redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to
applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our
amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business
combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity.
On April 6, 2026, the Company
issued a press release announcing the pricing of the Offering, and on April 8, 2026, the Company issued a press release announcing the
closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated April 6, 2026, between the Company and Roth Capital Partners, LLC. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Warrant Agreement, dated April 6, 2026, between the Company and Odyssey Transfer & Trust Company. |
| 10.1 |
|
Letter Agreement, dated April 6, 2026, among the Company, its directors and officers and Union Street Sponsor, LLC. |
| 10.2 |
|
Investment Management Trust Agreement, dated April 6, 2026, between the Company and Odyssey Transfer & Trust Company. |
| 10.3 |
|
Registration Rights Agreement, dated April 6, 2026, among the Company, Union Street Sponsor, LLC and the holders signatory thereto. |
| 10.4 |
|
Private Placement Units Purchase Agreement, dated April 6, 2026, between the Company and Union Street Sponsor, LLC. |
| 10.5 |
|
Private Placement Units Purchase Agreement, dated April 6, 2026, between the Company and Roth Capital Partners, LLC. |
| 10.6 |
|
Services Agreement, dated April 6, 2026, between the Company and Union Street Sponsor, LLC. |
| 10.7 |
|
Form of Indemnity Agreement (incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-294120), filed with the SEC on April 6, 2026). |
| 99.1 |
|
Press Release, dated April 6, 2026. |
| 99.2 |
|
Press Release, dated April 8, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ACP HOLDINGS acquisition corp. |
| |
|
|
| |
By: |
/s/ Andrew Mallozzi |
| |
Name: |
Andrew Mallozzi |
| |
Title: |
Chief Executive Officer |
Date: April 10, 2026
Exhibit
99.1
ACP
Holdings Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering
HOUSTON,
TX, April 06, 2026 (GLOBE NEWSWIRE) -- ACP Holdings Acquisition Corp. (the “Company”) today announced the pricing of its
initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to commence trading on April 7,
2026 on the Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol
“ACGCU.”
Each
unit sold in the offering consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable
to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading,
the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “ACGC” and “ACGCW,”
respectively. The offering is expected to close on April 8, 2026, subject to customary closing conditions.
ACP
Holdings Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue
an initial business combination target in any industry or geographic region, it intends to focus on companies that have an aggregate
enterprise value of approximately $750 million or greater, that complement the Company’s management team’s background of
identifying and executing on private credit investments. The Company’s sponsor is an affiliate of Atlas Credit Partners, a Houston,
Texas based investment manager providing direct financing solutions to both public and private middle market companies.
Roth
Capital Partners is acting as the sole book-running manager for the offering. The Company has granted the underwriters a 45-day option
to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.
A
registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”)
on April 6, 2026. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available,
from Roth Capital Partners, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147, or by visiting the SEC’s website
at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.
FORWARD-LOOKING
STATEMENTS
This
press release contains statements that constitute “forward-looking statements,” including with respect to the proposed
initial public offering, the anticipated use of the net proceeds from the offering, and search for an initial business combination.
No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net
proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination transaction.
The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of
which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s
registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the
SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the
date of this release, except as required by law.
CONTACTS
Andrew
Mallozzi
Chief
Executive Officer
ACP
Holdings Acquisition Corp.
(832) 810-6648
dmallozzi@atlascreditpartners.com
Andrew
Sung
Chief
Financial Officer
ACP
Holdings Acquisition Corp.
(832)
810-6648
asung@atlascreditpartners.com
Exhibit
99.2
ACP
Holdings Acquisition Corp. Announces Closing of $200 Million Initial Public Offering
HOUSTON,
TX, April 08, 2026 (GLOBE NEWSWIRE) — ACP Holdings Acquisition Corp. (Nasdaq: ACGCU) (the “Company”) today announced
the closing of its initial public offering of 20,000,000 units, at a public offering price of $10.00 per unit. Each unit sold in the
offering consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase
one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
The
units are listed on the Global Market tier of the Nasdaq Stock Market LLC (“Nasdaq”) and commenced trading under the ticker
symbol “ACGCU” on April 7, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares
and warrants are expected to be listed on Nasdaq under the symbols “ACGC” and “ACGCW,” respectively.
Concurrently
with the closing of the initial public offering, the Company closed on a private placement of 485,000 units at a price of $10.00 per
unit. Union Street Sponsor, LLC, the Company’s sponsor, purchased 435,000 of the private placement units and Roth Capital Partners
purchased 50,000 of the private placement units. Each private placement unit consists of one Class A ordinary share and one-half of one
redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Of the
proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $201,000,000 (or
$10.05 per unit sold in the public offering) was placed in trust.
ACP
Holdings Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue
an initial business combination target in any industry or geographic region, it intends to focus on companies that have an aggregate
enterprise value of approximately $750 million or greater, that complement the Company’s management team’s background of
identifying and executing on private credit investments. The Company’s sponsor is an affiliate of Atlas Credit Partners, a Houston,
Texas based investment manager providing direct financing solutions to both public and private middle market companies.
Roth
Capital Partners acted as the sole book-running manager for the offering.
A
registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”)
on April 6, 2026. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Roth Capital Partners,
888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147, or by visiting the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.
FORWARD-LOOKING
STATEMENTS
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
search for an initial business combination and the anticipated use of the net proceeds of the initial public offering and simultaneous
private placement. No assurance can be given that the net proceeds of the offering will be used as indicated, or that the Company will
ultimately complete a business combination transaction. The Company expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC.
Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
CONTACTS
Andrew
Mallozzi
Chief
Executive Officer
ACP
Holdings Acquisition Corp.
(832) 810-6648
dmallozzi@atlascreditpartners.com
Andrew
Sung
Chief
Financial Officer
ACP
Holdings Acquisition Corp.
(832) 810-6648
asung@atlascreditpartners.com