AACP 10-K & 10-Q changes, risk factors and insider trading

There is substantial doubt about our ability to continue as a going concern.

In connection with our assessment of going concern considerations in accordance with applicable accounting standards, we have until July 8, 2027 to consummate a Business Combination. We have no approved plan in place to extend the business combination deadline beyond July 8, 2027 if we do not complete a Business Combination within that timeframe. If a Business Combination is not consummated by July 8, 2027, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the timing of liquidation raises substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 8, 2027.

We have identified material weaknesses in our internal control over financial reporting as of June 30, 2026. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may materially and adversely affect our business and operating results.

Our management and our audit committee concluded that a disclosure in regard to related parties was not disclosed within the notes to our financial statements. As a result, we identified a material weakness in our internal controls over financial reporting. See “Note 5-Related Parties – Legal and Consulting Services” to our financial statements included elsewhere in this Quarterly Report for a discussion about the related party transaction. In addition, our management identified a material weakness in internal controls related to the review of accrued liabilities. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

For the six months ended June 30, 2026, we had net income of $1,078,066, which consisted of investment income on investments held in Trust of $1,436,079, partially offset by formation and operating expenses of $358,013.

For the six months ended June 30, 2026, cash used in operating activities was $470,520, which consisted of net income of $1,078,066, offset by investment income on investments held in Trust of $1,436,079 and the net decrease in assets and liabilities of $112,507.

For the six months ended June 30, 2026 cash used in investing activities was $173,362,500, which consisted of the funds deposited into the Trust.

For the six months ended June 30, 2026 cash provided by financing activities was $174,223,970, which consisted of the proceeds from the Initial Public Offering and private placement, partially offset by offering costs.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. The units would be identical to the private placement units sold in the private placement. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2026 and December 31, 2025, no Working Capital Loan agreement had been entered into and no amounts were outstanding.

Going Concern

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, the Company has until July 8, 2027 to consummate a Business Combination. We have no approved plan in place to extend the business combination deadline beyond July 8, 2027 if we do not complete a Business Combination within that timeframe. If a Business Combination is not consummated by July 8, 2027, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the timing of liquidation raises substantial doubt about our ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 8, 2027.

Capital Markets Advisory Agreement

On May 28, 2026, we entered into a capital markets advisory agreement (the “Advisory Agreement”) with the representative of the underwriters, ARC Group Securities LLC (“ARC Group”), to serve as our capital markets advisor during a 90 calendar day period, commencing on May 28, 2026. As compensation for ARC Group’s services, we agreed to pay ARC Group a fee of $120,000, which was earned and payable upon execution of the Advisory Agreement. If a private placement takes place, ARC Group will be entitled to a transaction fee, payable in cash, equal to 4% of the fair market value of all of the consideration (including, without limitation, cash and contingent payments) paid by investors for the Company’s securities issued in connection with a private placement transaction before the deduction of expenses related to a private placement transaction, including the fee payable to ARC Group. ARC Group is also entitled to reimbursement of certain incurred expenses. We also granted ARC Group a right of first refusal commencing from during the term of the Advisory Agreement and for a period of twelve months thereafter to act as the lead placement agent in the case of any private placement of the Company’s equity, debt or equity-linked securities in connection with the initial Business Combination in the Advisory Agreement.

Financial and Accounting Services

On November 19, 2025, we entered into an agreement (the “Brio Agreement”) with Brio Financial Group (“Brio Financial”), pursuant to which Brio Financial provides certain financial and accounting services to the Company. Under the Brio Agreement, the Company agreed to pay Brio Financial a fixed price of $22,500 for initial services, $7,000 per S-1 amendment, subject to a cap of $14,000, $7,500 for the IPO Form 8-K filing, $7,000 for each filing on Form 10-Q and $12,500 for each filing on Form 10-K. Additionally, the Company agreed to pay a fixed monthly rate of $6,000 for Chief Financial Officer services provided by Ian Rhodes. Pursuant to the terms of the Brio Agreement, Mr. Rhodes will be compensated for travel and other out-of-pocket costs and will be entitled to indemnification and director and officer insurance. Either the Company or Brio Financial may terminate the Brio Agreement at any time, for any reason, within 10 days of written notice to the other party. Mr. Rhodes is a Director at Brio Financial but otherwise does not hold any ownership interest in Brio Financial. Expenses incurred under the Brio Agreement were $63,500, for the three and six months ended June 30, 2026. Unpaid fees were $0, as of June 30, 2026 and December 31, 2025.

Legal and Consulting Services

LawVisory PLLC (“LawVisory”), a law firm founded and managed by Jeffrey Smith, the Company’s Chairman, Chief Executive Officer and President, provides legal and consulting services to the Company, billed at LawVisory’s standard rates for unaffiliated clients, and receives reimbursement of reasonable expenses. Mr. Smith bills no time and receives no fees for services he provides to the Company, although as LawVisory’s founder and managing attorney he has an indirect economic interest in amounts paid to the firm. No services were provided prior to the Initial Public Offering. Expenses incurred for the period from the Initial Public Offering through June 30, 2026, were $14,851. The unpaid balance as of June 30, 2026 and December 31, 2025, was $14,851 and $0, respectively.