ACP Holdings (ACGCU) sponsor acquires 435K private placement units

Rhea-AI Filing Summary

ACP Holdings Acquisition Corp. reported that Union Street Sponsor, LLC, an entity associated with CEO and chairman Andrew Mallozzi, acquired 435,000 Class A ordinary shares indirectly. These shares are the equity component of 435,000 private placement units bought at $10.00 per unit, totaling $4,350,000, each unit including one Class A share and one-half of a redeemable warrant.

The sponsor is the record holder, and Mallozzi, as managing member of the sponsor’s managing entity, has voting and investment discretion over these securities but disclaims beneficial ownership beyond any pecuniary interest.

Insights

SEC filings analyst

Large sponsor purchase tied to ACP Holdings’ IPO looks routine for a SPAC.

The filing shows Union Street Sponsor, LLC purchased 435,000 private placement units at $10.00 per unit, for $4,350,000 in total. Each unit contains one Class A ordinary share and one-half of a redeemable warrant, and the Form 4 reflects the 435,000 Class A shares.

The sponsor, not Andrew Mallozzi personally, is the record holder. Mallozzi controls voting and investment decisions through the sponsor’s managing member but disclaims beneficial ownership beyond any pecuniary interest. This pattern is typical of SPAC sponsor structures and appears administrative rather than a signaling trade.

Insider Trade Summary

1 transaction reported

Net Buy 1 txn

Insider Mallozzi Andrew Emilio

Role CEO and Chairman of the Board

Bought 435,000 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Class A ordinary shares	435,000	$0.00	--

Holdings After Transaction: Class A ordinary shares — 435,000 shares (Indirect, See footnote)

Footnotes (1)

1. Simultaneously with the consummation of ACP Holdings Acquisition Corp.'s (the "Issuer") initial public offering, Union Street Sponsor, LLC (the "Sponsor") purchased 435,000 private placement units ("Private Placement Units"), each consisting of (i) one Class A ordinary share and (ii) one-half of one redeemable warrant, at a price of $10.00 per unit, or $4,350,000 in the aggregate. Reflects the 435,000 Class A ordinary shares comprising part of the Private Placement Units. 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 A shares acquired: 435,000 shares Private placement units purchased: 435,000 units Unit purchase price: $10.00 per unit +3 more

6 metrics

Class A shares acquired 435,000 shares Indirectly held following sponsor transaction

Private placement units purchased 435,000 units Sponsor units bought simultaneously with IPO

Unit purchase price $10.00 per unit Price paid by Union Street Sponsor, LLC

Aggregate purchase amount $4,350,000 Total cost of private placement units

Unit composition 1 share + 0.5 warrant Each private placement unit’s components

Post-transaction holdings 435,000 shares Indirect Class A ordinary shares reported

Key Terms

private placement units, redeemable warrant, beneficial ownership, pecuniary interest, +1 more

5 terms

private placement units financial

"purchased 435,000 private placement units ("Private Placement Units"), each consisting of"

redeemable warrant financial

"each consisting of (i) one Class A ordinary share and (ii) one-half of one redeemable warrant"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

beneficial ownership financial

"Mr. Mallozzi disclaims any beneficial ownership of the securities held by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"other than to the extent of any pecuniary interest he may have therein, directly or indirectly"

voting and investment discretion financial

"and has voting and investment discretion with respect to the securities held of record"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	04/08/2026		P		435,000	A	(1)	435,000(2)	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Simultaneously with the consummation of ACP Holdings Acquisition Corp.'s (the "Issuer") initial public offering, Union Street Sponsor, LLC (the "Sponsor") purchased 435,000 private placement units ("Private Placement Units"), each consisting of (i) one Class A ordinary share and (ii) one-half of one redeemable warrant, at a price of $10.00 per unit, or $4,350,000 in the aggregate.

2. Reflects the 435,000 Class A ordinary shares comprising part of the Private Placement Units.

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	04/10/2026
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ACP Holdings (ACGCU) disclose in this Form 4?

The Form 4 reports that Union Street Sponsor, LLC, an entity associated with ACP Holdings’ CEO, acquired 435,000 Class A ordinary shares indirectly. These shares come from 435,000 private placement units purchased at $10.00 per unit in a sponsor transaction.

How many ACP Holdings Class A shares were involved in the sponsor purchase?

The sponsor transaction involved 435,000 Class A ordinary shares. These shares represent the equity portion of 435,000 private placement units, with the filing showing 435,000 shares beneficially owned indirectly following the transaction through the sponsor entity.

What price did the ACP Holdings sponsor pay for the private placement units?

Union Street Sponsor, LLC paid $10.00 per private placement unit. With 435,000 units purchased, the aggregate purchase price was $4,350,000, reflecting a typical SPAC sponsor investment structure completed simultaneously with the company’s initial public offering.

What do ACP Holdings’ private placement units consist of for the sponsor?

Each private placement unit consists of one Class A ordinary share and one-half of one redeemable warrant. The Form 4 specifically reflects the 435,000 Class A ordinary shares included in these units, while the warrants are a separate derivative component not detailed in the non-derivative table.

Does Andrew Mallozzi directly own the ACP Holdings shares reported in this Form 4?

No, the shares are held of record by Union Street Sponsor, LLC. Andrew Mallozzi has voting and investment discretion over the sponsor’s securities but disclaims beneficial ownership except to the extent of any pecuniary interest he may hold, directly or indirectly, in the sponsor.

Is this ACP Holdings Form 4 transaction an open-market purchase?

The transaction is coded as a purchase but described in the footnotes as a sponsor purchase of 435,000 private placement units completed simultaneously with ACP Holdings’ initial public offering, rather than a typical secondary-market trade, reflecting a structured SPAC sponsor investment.