Union Street Sponsor discloses 7,153,867 ACP Holdings (ACGCU) founder shares

Rhea-AI Filing Summary

ACP Holdings Acquisition Corp. reported initial insider holdings in its Class B founder shares. Union Street Sponsor, LLC is shown as the direct owner of 7,153,867 Class B ordinary shares, each with a par value of $0.0001 per share.

According to the disclosure, these Class B shares were originally 7,666,667 founder shares acquired by the Sponsor under a subscription agreement, before 512,800 founder shares were forfeited back to the company based on the underwriters’ over-allotment option. The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, or earlier at the holder’s option, and have no expiration date.

The filing explains that Union Street Management Sponsor, LLC is the managing member of the Sponsor, and that Andrew Mallozzi, the company’s CEO and Chairman, is the managing member of Union Street Management Sponsor, LLC with voting and investment discretion over the securities held by the Sponsor. Mr. Mallozzi disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Union Street Sponsor, LLC, Mallozzi Andrew Emilio

Role 10% Owner | CEO and Chairman of the Board

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares, par value $0.0001 per share	--	--	--

Holdings After Transaction: Class B Ordinary Shares, par value $0.0001 per share — 7,153,867 shares (Direct)

Footnotes (1)

1. As described in the registration statement on Form S-1 (File No. 333-294120) of ACP Holdings Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. These shares represent the 7,666,667 Class B ordinary shares initially held by Union Street Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Sponsor then forfeited to the Issuer 512,800 founder shares based on the extent of the underwriters of the Issuer's initial public offering exercise of their over-allotment option as described in the Issuer's registration statement. The Sponsor is the record holder of such shares. Union Street Management Sponsor, LLC is the managing member of the Sponsor. Andrew Mallozzi is the managing member of Union Street Management Sponsor, LLC, and has voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Mallozzi disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Key Figures

Class B shares held: 7,153,867 shares Initial founder shares: 7,666,667 shares Founder shares forfeited: 512,800 shares +3 more

6 metrics

Class B shares held 7,153,867 shares Class B ordinary shares directly held by Union Street Sponsor, LLC

Initial founder shares 7,666,667 shares Class B founder shares initially acquired by Union Street Sponsor, LLC

Founder shares forfeited 512,800 shares Founder shares forfeited to issuer based on over-allotment option

Par value $0.0001 per share Par value of Class B ordinary shares

Conversion ratio 1 Class B to 1 Class A Automatic or optional conversion at business combination or earlier

Exercise price $0.0000 Exercise/conversion price shown for Class B into Class A

Key Terms

Class B Ordinary Shares, founder shares, over-allotment option, pecuniary interest, +1 more

5 terms

Class B Ordinary Shares financial

"These shares represent the 7,666,667 Class B ordinary shares initially held"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

founder shares financial

"under the heading "Description of Securities--Founder Shares," the Class B ordinary shares"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

over-allotment option financial

"based on the extent of the underwriters of the Issuer's initial public offering exercise of their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

pecuniary interest financial

"disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest"

initial business combination financial

"will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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1. Name and Address of Reporting Person^*

Union Street Sponsor, LLC

(Last) (First) (Middle)

C/O ACP HOLDINGS ACQUISITION CORP.

3131 EASTSIDE STREET

(Street)

HOUSTON TEXAS 77098

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2026

3. Issuer Name and Ticker or Trading Symbol
ACP Holdings Acquisition Corp. [ ACGCU ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share	(1)	(1)	Class A Ordinary Shares, par value $0.0001 per share	7,153,867	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Union Street Sponsor, LLC

(Last) (First) (Middle)

C/O ACP HOLDINGS ACQUISITION CORP.

3131 EASTSIDE STREET

(Street)

HOUSTON TEXAS 77098

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mallozzi Andrew Emilio

(Last) (First) (Middle)

C/O ACP HOLDINGS ACQUISITION CORP.

3131 EASTSIDE STREET

(Street)

HOUSTON TEXAS 77098

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman of the Board

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-294120) of ACP Holdings Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. These shares represent the 7,666,667 Class B ordinary shares initially held by Union Street Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Sponsor then forfeited to the Issuer 512,800 founder shares based on the extent of the underwriters of the Issuer's initial public offering exercise of their over-allotment option as described in the Issuer's registration statement.

3. The Sponsor is the record holder of such shares. Union Street Management Sponsor, LLC is the managing member of the Sponsor. Andrew Mallozzi is the managing member of Union Street Management Sponsor, LLC, and has voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Mallozzi disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Andrew Mallozzi for Union Street Sponsor, LLC, Name: Andrew Mallozzi Title: Authorized Representative	04/16/2026
	/s/ Andrew Mallozzi	04/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings does ACP Holdings (ACGCU) disclose in this Form 3?

The filing shows Union Street Sponsor, LLC directly holding 7,153,867 Class B ordinary shares of ACP Holdings Acquisition Corp., each with a $0.0001 par value, as the initial reported ownership position in founder shares.

How can ACP Holdings (ACGCU) Class B shares convert into Class A shares?

The Class B ordinary shares automatically convert one-for-one into Class A ordinary shares at the time of ACP Holdings’ initial business combination, or earlier at the option of the holder, subject to certain adjustments, and have no expiration date.

How many ACP Holdings (ACGCU) founder shares were initially acquired and later forfeited?

Union Street Sponsor, LLC initially acquired 7,666,667 Class B founder shares under a subscription agreement. It later forfeited 512,800 founder shares back to the company based on the underwriters’ exercise of their over-allotment option.

What is Andrew Mallozzi’s relationship to the ACP Holdings (ACGCU) sponsor shares?

Andrew Mallozzi is CEO and Chairman of ACP Holdings and managing member of Union Street Management Sponsor, LLC, which manages Union Street Sponsor, LLC. He has voting and investment discretion but disclaims beneficial ownership except for any pecuniary interest.

Who is the record holder of the ACP Holdings (ACGCU) Class B founder shares?

The filing states that Union Street Sponsor, LLC is the record holder of the reported Class B ordinary shares. Union Street Management Sponsor, LLC is its managing member and oversees the securities held of record by the Sponsor entity.