Accelevation Holdings Corp.

The following table describes the cash and cash equivalents and consolidated capitalization as of , 2026:

•of Accelevation LLC and its subsidiaries on an actual historical basis;

•of Accelevation Holdings Corp. on a pro forma basis, after giving effect to the Organizational Transactions;

and

•of Accelevation Holdings Corp. on a pro forma as adjusted basis, after giving effect to the Organizational

Transactions, our sale of shares of Class A common stock in this offering at an assumed initial

public offering price of $ per share (which is the midpoint of the estimated public offering price

range set forth on the cover page of this prospectus) after deducting the estimated underwriting discounts

and commissions and estimated offering expenses payable by us (assuming no exercise of the underwriters’

option to purchase additional shares) and the application of the net proceeds of the offering as set forth in

“Use of Proceeds.”

The capitalization in the table below is illustrative only and will be adjusted based on the actual initial public

offering price and other terms of this offering determined at pricing. You should read this table in conjunction with

the audited consolidated financial statements and the related notes, “Use of Proceeds,” “Organizational Structure,”

“Unaudited Consolidated Pro Forma Financial Information” and “Management’s Discussion and Analysis of

(1)The Credit Agreement consists of: (i) the Term Loan Facility maturing in January 2031, (ii) the Revolving

Credit Facility maturing in January 2031, (iii) the Fourth Amendment Term Loan Facility and (iv) the Fourth

Amendment Delayed Draw Term Loan Facility. See “Description of Certain Indebtedness.”

(2)On a pro forma as adjusted basis, includes the Holdings LLC interests not owned by us, which

represents % of Holdings LLC’s LLC Units. The LLC Unitholders will hold the non-controlling economic

interest in Holdings LLC. Accelevation Holdings Corp. will hold % of the economic interest in Holdings

LLC.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share (which is the midpoint

of the estimated public offering price range set forth on the cover page of this prospectus) would increase or

decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total

capitalization on a pro forma basis by approximately $ million, assuming the number of shares of Class A

common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting

the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each

1,000,000 increase or decrease in the number of shares of Class A common stock offered by us in this offering

would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity

and total capitalization on a pro forma basis by approximately $ million, based on an assumed initial public

offering price of $ per share, which is the midpoint of the estimated public offering price range set forth on the

cover page of this prospectus, and after deducting the estimated underwriting discounts and estimated offering

expenses payable by us.

The number of shares of Class A common stock to be outstanding after the completion of this offering

excludes shares of Class A common stock that may be issuable upon exercise of redemption and

exchange rights held by the LLC Unitholders as of , 2026 and shares of Class A common

stock reserved for future issuance under the 2026 Plan.