ACP Holdings Acquisition Corp.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
ACGC$10.09+0.1%Stored close · as of Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001213900-26-056745
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001213900-26-088387
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 27 previous paragraphs and 31 current paragraphs.
15 unchanged; 11 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
For the three months ended June 30, 2026, we had a net income of $1,170,037, 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 of $603,119.
Current report
For the period from January 28, 2026 (inception) through June 30, 2026, net cash used in operating activities was $498,809. Net income of $1,111,714 was affected by the change in fair value of over-allotment option liability of $80,600, interest earned on investments held in the Trust Account of $1,692,556 and changes in operating assets and liabilities provided $162,633 of cash for operating activities.
Current report
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements—Going Concern,” Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Completion Window, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Completion Window. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 8, 2027 (18 months from the closing of the Initial Public Offering), the end of the combination period. There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful.
Current report
Advisory Agreement
Current report
On May 29, 2026, the Company engaged Cantor Fitzgerald & Co. (“CF&CO”), as its exclusive financial and lead capital markets advisor for any Business Combination with a target and as lead placement agent for any private placement of the Company. The Company agreed to pay CF&CO the following compensation: (A) upon the closing of the Business Combination, the Company shall pay a non-refundable cash fee equal to $5 million (the “Advisory Fee”), with (i) 100% of such Advisory Fee creditable against CF&CO’s allocation of the financing fee in the event the gross proceeds are less than or equal to $100 million, (ii) 50% of such Advisory Fee creditable against CF&CO’s allocation of the financing fee in the event the gross proceeds are greater than $100 million and less than or equal to $200 million, or (iii) 0% of such Advisory Fee creditable against CF&CO’s allocation of the financing fee in the event the gross proceeds are greater than $200 million, and (B) in the event a financing is consummated, promptly upon the closing of any such financing and the Company’s (or target’s or successor’s) receipt of any gross proceeds raised from the funding of the financing, the Company shall pay CF&CO a non-refundable cash fee equal to 5% of CF&CO’s pro rata allocation (i.e., no less than 70.0%) of the aggregate gross proceeds raised thereby. In addition, CF&CO is entitled to reimbursement for all reasonable and documented out-of-pocket expenses whether or not any transaction is consummated, up to (i) $500,000, if a transaction is consummated, or (ii) $350,000, if a transaction is not consummated. As of June 30, 2026, no business combination had closed and no financing had been consummated. Accordingly, no liability related to the Advisory Fee was recognized in the accompanying condensed balance sheet. As of June 30, 2026, the Company incurred deferred consulting fees of $7,340 representing reimbursable expenses under this agreement which were classified as a non-current liability in the accompanying condensed balance sheet.
Removed paragraphs (1)
Previous report
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per-share, by the Sponsor, and loans from the Sponsor. As of March 31, 2026, we had no cash and a working capital deficit of $488,199.
Reworded paragraphs (11)
Previous wording
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 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.
Current wording
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.
Previous wording
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 Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
Current wording
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 Offering, 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.
Previous wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 28, 2026 (inception) through March 31, 2026 were organizational activities 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.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 28, 2026 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, 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.
Previous wording
For the period from January 28, 2026 (inception) through March 31, 2026, we had a net loss of $58,323, which consisted of formation, general and administrative costs.
Current wording
For the period from January 28, 2026 (inception) through June 30, 2026, we had a net income of $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 of $661,442.
Previous wording
Subsequent to the period covered by this report, on 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.
Current wording
On 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.
Previous wording
Following the closing of the Initial Public Offering, the private placement, and the subsequent sale of the over-allotment option 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 amounted 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.
Current wording
Following the closing of the Initial Public Offering, the private placement, and the subsequent sale of the over-allotment option 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 amounting 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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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 commissions 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 held in the Trust Account, or $4,292,320 in the aggregate, deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination.
Current wording
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 commissions, 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 $4,438,480 in the aggregate, deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination.
Previous wording
The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial 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, 2026, we did not have any critical accounting estimates to be disclosed.
Current wording
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 amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial 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 June 30, 2026, we did not have any critical accounting estimates to be disclosed.