ACP Holdings Acquisition Corp-A美股招股说明书(2026-04-07版)

ACP HOLDINGS ACQUISITION CORP. 20,000,000Units ACP Holdings Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination in any businessor industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereofto purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein.Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and onlywhole warrants will trade. The warrants will become exercisable 30days after the completion of our initialbusiness combination and will expire fiveyears after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from thedate of this prospectus to purchase up to an additional 3,000,000units to cover over-allotments, if any. We are an “emerging growth company” under applicable federal securities laws and will be subject to reducedpublic company reporting requirements. No offer or invitation to subscribe for securities may be made to thepublic in the Cayman Islands. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares thatare sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusiness days prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account, less taxespayable (excluding any U.S.federal excise tax on stock repurchases under the Inflation Reduction Actof2022,or similar tax, that is imposed on us, if any), divided by the number of then outstanding public shares, subject tothe limitations and on the conditions described herein.See“Summary—The Offering—Redemption rightsfor public shareholders upon completion of our initial business combination” and “Summary—TheOffering—Redemption of public shares and distribution and liquidation if no initial business combination”for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote” for further discussion on certain limitations onredemption rights. Our sponsor, Union Street Sponsor, LLC, and Roth Capital Partners, LLC, the representative of theunderwriters, have committed to purchase an aggregate of 485,000units, or “private placement units,” at a priceof $10.00 per unit, or $4,850,000 in the aggregate, in a private placement that will close simultaneously with theclosing of this offering. Each private placement unit will consist of one ClassA ordinary share and one-half ofone warrant, with each whole warrant exercisable to purchase one ClassA ordinary share at $11.50 per share.We refer to the shares included in Table of Contents the private placement units throughout this prospectus as the “private placement shares” and the warrantsincluded in the private placement units as the “private placement warrants.” The private plac