Accelevation Holdings Corp.

In connection with the consummation of this offering, we will effect certain organizational transactions. Unless

otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of

the organizational transactions and this offering, which we refer to collectively as the “Organizational Transactions.”

See “Organizational Structure” for a description of the Organizational Transactions and a diagram depicting our

anticipated structure after giving effect to the Organizational Transactions, including this offering.

As a result of the acquisition by Olympus Partners, LP on January 2, 2025, a change in control and a related change

in the basis of the carrying value of the Company’s assets and liabilities occurred. Accordingly, this prospectus

contains the historical financial statements of Accelevation Holding Company, LLC (“Accelevation Holding

Company”) and its consolidated subsidiaries for the predecessor period as of and for the year ended December 31,

2024 (the “Predecessor period”), and the historical financial statements of Accelevation LLC and its consolidated

subsidiaries for the successor period as of and for the year ended December 31, 2025 and subsequent periods (the

“Successor period”). The unaudited consolidated pro forma financial data of Accelevation Holdings Corp. presented

in this prospectus has been derived from the application of pro forma adjustments to the historical consolidated

financial statements of Accelevation LLC and its subsidiaries included elsewhere in this prospectus. These pro

forma adjustments give effect to the Organizational Transactions as described in “Organizational Structure,”

including the consummation of this offering and other related transactions. See “Unaudited Consolidated Pro Forma

Financial Information” for a complete description of the adjustments and assumptions underlying the unaudited

consolidated pro forma financial data included in this prospectus.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “our business,” “the

Company,” “Accelevation” and similar references refer: (i) on or following the consummation of the Organizational

Transactions, including this offering, to Accelevation Holdings Corp. and its consolidated subsidiaries, including

Accelevation LLC, and (ii) prior to the consummation of the Organizational Transactions, including this offering, to

(a) Accelevation Holding Company and its consolidated subsidiaries for the Predecessor period and (b) Accelevation

LLC and its consolidated subsidiaries for the Successor period. The term “Olympus” refers to Olympus Partners,

LP, our Principal Stockholder, and the term “Accelevation LLC” refers to Accelevation LLC.

We will be a holding company and the sole managing member of Holdings LLC, which will be the direct parent of

Accelevation LLC, and, upon consummation of this offering and the application of the net proceeds therefrom, our

sole assets will be LLC Units and certain interests in Instor. Accelevation LLC is the predecessor of the issuer,

Accelevation Holdings Corp., for financial reporting purposes. Accelevation Holdings Corp. will be the reporting

entity following this offering.