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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):
May 22, 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) |
|
(IRS Employer
Identification No.) |
3131 Eastside Street
Houston, Texas 77098
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (832) 810-6648
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 per share |
|
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 8.01. Other Events.
Separate Trading of Class A Ordinary Shares and Warrants
On May 22, 2026, ACP Holdings Acquisition Corp.
(the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form
8-K, announcing that, commencing on or about May 28, 2026, the holders of the units issued in the Company’s initial public offering
(the “Units”), each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class
A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each
whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, may elect to separately trade
the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units
and only whole Warrants will trade. Any Units not separated will continue to trade on The Nasdaq Global Market under the symbol “ACGCU,”
and the Class A Ordinary Shares and Warrants will separately trade on The Nasdaq Global Market under the symbols “ACGC” and
“ACGCW,” respectively. Holders of Units will need to have their brokers contact Odyssey Stock Transfer & Trust Company,
the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Forfeiture of Founder Shares
As previously reported, on April 8, 2026, the
Company consummated its initial public offering of 20,000,000 Units. Each Unit consisted of one Class A ordinary share of the Company,
par value $0.0001 per share, and one-half of one redeemable warrant of the Company, with each whole Warrant entitling the holder thereof
to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds
to the Company of $200,000,000. The Company granted Roth Capital Partners, LLC (“Roth”),
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”).
Also as previously reported, on April 10, 2026,
1,461,600 additional Units (the “Over-Allotment Option Units”) were issued
pursuant to the Over-Allotment Option and sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company
of $14,616,000. The closing of the issuance and sale of the Over-Allotment Option Units occurred on April 10, 2026.
Union Street Sponsor, LLC, the Company’s
sponsor (the “Sponsor”), owned an aggregate of 7,666,667 Class B common stock of the Company, par value $0.0001 per
share (“Class B Ordinary Shares”) at the consummation of the IPO, up to 1,000,000 shares of which were subject to forfeiture
depending on the extent to which the underwriters’ over-allotment option was exercised.
On May 22, 2026, the remainder of the Over-Allotment
Option expired. As a result, on May 22, 2026, 512,800 Class B Ordinary Shares of the Company were forfeited by the Sponsor.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated May 22, 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 |
| |
|
|
| Dated: May 22, 2026 |
|
|
Exhibit
99.1
ACP Holdings
Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about May 28, 2026
Houston, TX, May 22, 2026
(GLOBE NEWSWIRE) – ACP Holdings Acquisition Corp. (Nasdaq: ACGCU) (the “Company”) announced that holders
of the units sold in the Company’s initial public offering of 21,461,600 units, which includes 1,461,600 units issued pursuant to
the partial exercise by the underwriter of its overallotment option, completed on April 8, 2026 (the “Offering”), may
elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about May 28, 2026. Any units
not separated will continue to trade on The Nasdaq Global Market under the symbol “ACGCU”, and each of the Class A ordinary
shares and warrants will separately trade on The Nasdaq Global Market under the symbols “ACGC” and “ACGCW,” respectively.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have
their brokers contact Odyssey Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into
Class A ordinary shares and warrants.
A registration statement relating
to the securities was declared effective on April 6, 2026 in accordance with Section 8(a) of the Securities Act of 1933, as amended. This
press release shall not constitute an offer to sell or the 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.
About
ACP Holdings Acquisition Corp.
The Company is a blank check
company incorporated in the Cayman Islands as an exempted company 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 a business combination target in any industry or geographic region, it intends to focus its search on companies that have an
aggregate enterprise value of approximately $750 million or more, and that complement the Company management team’s background
of identifying and executing on private credit investments.
Cautionary
Note Concerning Forward-Looking Statements
This press release contains statements
that constitute “forward-looking statements,” including with respect to the anticipated date that the Class A ordinary shares
and warrants may begin to trade separately, the ability for those units not separated to continue to trade on Nasdaq. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. 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. No assurance can
be given that the Company will ultimately complete a business combination. 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 final prospectus for
the Company’s initial public offering and other documents filed by the Company with the SEC. Copies of these documents are available
on the SEC’s website, www.sec.gov.
Contacts
Andrew Mallozzi
ACP Holdings
Acquisition Corp.
Email: info@atlascreditpartners.com
(832) 810-6648