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

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to ACP Holdings Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Union Street Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

We are a blank check company incorporated in the Cayman Islands on January 28, 2026, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public OfferingOffering, including the partial exercise of the over-allotment option and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 28, 2026 (inception) through MarchJune 31,30, 2026 were organizational activitiesactivities, and those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from January 28, 2026 (inception) through MarchJune 31,30, 2026, we had a net lossincome of $58,323,$1,111,714, which consisted of change in fair value of over-allotment option liability of $80,600 and interest earned on investments held in the Trust Account of $1,692,556, offset by formation, general and administrative costs costs.of $661,442.

Subsequent to the period covered by this report, onOn April 8, 2026, the Company consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 485,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and Roth, generating gross proceeds of $4,850,000. On April 10, 2026, the Company issued an additional 1,461,600 Units pursuant to the underwriters’ partial exercise of their over-allotment option, generating additional gross proceeds to the Company of $14,616,000.

Following the closing of the Initial Public Offering, the private placement, and the subsequent sale of the over-allotment option Units,units, a total of $215,689,080 was placed in the Trust Account. The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that it holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. We incurred transaction costs amountedamounting to $7,031,088, consisting of $2,000,000 cash underwriting fee, $4,438,480 of deferred underwriting commissions, and $592,608 of other offering costs.

As of June 30, 2026, we had marketable securities held in the Trust Account of $217,381,636 (including $1,692,556 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any permitted withdrawals and excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2026, we had cash of $746,223. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026.

The Company entered into an agreement with the Sponsor, commencing on April 6, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor or its affiliate a total of $25,000 per month for office space, utilities, and secretarial and administrative services. For the three months ended June 30, 2026 and for the period from January 28, 2026 (inception) through June 30, 2026, the Company incurred $70,833 in fees under this agreement, of which such amount is included in accounts payable and accrued expenses in the accompanying condensed balance sheet.

The underwriters were entitled to a cash underwriting discount of 1.00% of the gross proceeds of the units sold pursuant to the underwriters’ over-allotment option, or $146,160 in the aggregate, payable to the underwriters for deferred underwriting commissionscommissions, deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination. Additionally, the underwriters were entitled to a deferred underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering and the underwriters’ partial exercise of their over-allotment option held in the Trust Account, or $4,292,320$4,438,480 in the aggregate, deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination.

The preparation of the unaudited condensed financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of March 31,June 30, 2026, we did not have any critical accounting estimates to be disclosed.