Accelevation Holdings Corp.

S-11 accelevationllc-sx1publicf.htm S-1

As filed with the Securities and Exchange Commission on September 2, 2026.

No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Telephone: (937) 258-0616

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Rubiera

Chief Executive Officer

9555 N. Springboro Pike, Suite 400

Miamisburg, Ohio 45342

Telephone: (937) 258-0616

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the

earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the

earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See

the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further

amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until

this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the

Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these

securities in any jurisdiction where the offer and sale is not permitted.

Subjectto Completion, dated ,2026

Shares

This is the initial public offering of shares of Class A common stock of Accelevation Holdings Corp., par value $0.0001 per share (“Class A common stock”). Accelevation

Holdings Corp. is offering shares of Class A common stock and the selling stockholders named in this prospectus (the “selling stockholders”) are offering

shares of Class A common stock to be sold in the offering. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling

stockholders in this offering. See “Use of Proceeds.” Prior to this offering, there has been no public market for the Class A common stock of Accelevation Holdings Corp. It is

currently estimated that the initial public offering price per share will be between $ and $ . We intend to apply to list our Class A common stock on The

Nasdaq Global Select Market, or Nasdaq, under the symbol “ACCV.” However, no assurance can be given that our listing application will be approved. If our listing application is

not approved by Nasdaq, we will not be able to consummate this offering.

This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an

initial public offering. The Up-C structure allows certain existing owners of Accelevation LLC (“Accelevation LLC”) to continue to own interests in a pass-through structure and

provides potential future tax benefits for both the public company and such existing owners when they ultimately exchange their pass-through interests, which is expected to result

in tax basis adjustments in the assets of Accelevation LLC and produce favorable tax attributes for us. In connection with this offering, we will enter into a Tax Receivable

Agreement (as defined herein), which will require Accelevation Holdings Corp. to make cash payments to the TRA Rights Holders (as defined herein) in respect of certain tax

benefits to which Accelevation Holdings Corp. may become entitled, and confers significant economic benefits to the TRA Rights Holders. We expect that the payments

Accelevation Holdings Corp. will be required to make under the Tax Receivable Agreement will be substantial and could materially affect our liquidity. See “Organizational

Structure,” “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Following the completion of this offering, Accelevation Holdings Corp. will have two authorized classes of common stock: Class A common stock and Class B common stock

(together, the “common stock”). Holders of Class A common stock and Class B common stock will be entitled to one vote per share. All holders of Class A common stock and

Class B common stock will vote together as a single class except as otherwise required by applicable law. Holders of Class B common stock will not have any right to receive

dividends or distributions upon the liquidation or winding up of Accelevation Holdings Corp.

In connection with this offering, we will form Accelevation Holdings LLC (“Holdings LLC”), which will be the direct parent entity of Accelevation LLC. Accelevation Holdings

Corp. will use the net proceeds from this offering to acquire Series A units of Holdings LLC (“Series A Units” and, together with Series B units of Holdings LLC

(“Series B Units”), the “LLC Units”) (holders of such LLC Units, the “LLC Unitholders”) at a purchase price per Series A Unit equal to the initial public offering price of the

shares of Class A common stock less the underwriting discounts and commissions referred to below. Holdings LLC will use the net proceeds it receives from Accelevation

Holdings Corp. in connection with this offering as described in “Use of Proceeds.” Upon completion of this offering, Accelevation Holdings Corp. will have LLC Units

representing a % economic interest in Holdings LLC and, although Accelevation Holdings Corp. will initially have a minority economic interest in Holdings LLC, it

will be the sole managing member of Holdings LLC and will operate and control its business. The LLC Unitholders will hold the remaining LLC Units representing

a % economic interest in Holdings LLC. Each LLC Unit, together with one share of our Class B common stock, is, from time to time, exchangeable for one share of

our Class A common stock or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such

public offering or private sale). Accelevation Holdings Corp. will be a holding company, and upon consummation of this offering and the application of the net proceeds

therefrom, its sole assets will be LLC Units and certain interests in Instor Blocker, Inc. (“Instor”). Immediately following this offering, the holders of Class A common stock will

collectively own % of the economic interests in Accelevation Holdings Corp. and have % of the voting power of Accelevation Holdings Corp. The LLC

Unitholders, through ownership of our Class B common stock, will have the remaining % of the voting power of Accelevation Holdings Corp.

Accelevation Holdings Corp. is an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting

requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Immediately after this offering, assuming an offering size as set forth above, our principal stockholder, Olympus Partners, LP (our “Principal Stockholder”), will control

approximately % of the combined voting power of our outstanding shares of Class A common stock and Class B common stock (or % if the underwriters

exercise their option to purchase additional shares in full). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards

of Nasdaq. See “Management—Corporate Governance—Controlled Company Status.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 41 to read about factors you should consider before buying shares of our Class A

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is

truthful or complete. Any representation to the contrary is a criminal offense.

(1)See “Underwriting” for additional information regarding underwriting compensation.

The underwriters have the option to purchase up to an additional shares of Class A common stock from us and the selling stockholders at the initial public offering price

less the underwriting discounts and commissions for a period of 30 days after the date of this prospectus.

The underwriters expect to deliver shares of Class A common stock against payment in New York, New York on or about 2026.

Prospectus dated , 2026

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