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ACP Holdings Acquisition Corp-A 2026年季度报告

2026-05-14 美股财报 叶剑锋
报告封面

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-43225 (Issuer’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 21,946,600 Class A Ordinary Shares, $0.0001 par value, issued and outstanding, all of which areincluded in the Units, and 7,666,667 Class B Ordinary Shares, $0.0001 par value, issued and outstanding. ACP Holdings Acquisition Corp.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Interim Financial Statements1Condensed Balance Sheet as of March 31, 2026 (Unaudited)1Condensed Statement of Operations for the period from January 28, 2026 (Inception) through March 31, 2026(Unaudited)2Condensed Statement of Changes in Shareholders’ Deficit for the period from January 28, 2026 (Inception) throughMarch 31, 2026 (Unaudited)3Condensed Statement of Cash Flows for the period from January 28, 2026 (Inception) through March 31, 2026(Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures About Market Risk20Item 4. Controls and Procedures20Part II. Other Information21Item 1. Legal Proceedings21Item 1A. Risk Factors21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds21Item 3. Defaults Upon Senior Securities22Item 4. Mine Safety Disclosures22Item 5. Other Information22Item 6. Exhibits22Part III. Signatures23 PART I - FINANCIAL INFORMATION ACP HOLDINGS ACQUISITION CORP.CONDENSED BALANCE SHEETMARCH 31, 2026(UNAUDITED) AssetsCurrent AssetsPrepaid expenses$20,000Total current assets20,000Deferred offering costs463,989Total Assets$483,989 Shareholders’ DeficitPreference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding—Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding—ClassB ordinary shares,$0.0001 par value;50,000,000 shares authorized;7,666,667 shares issued andoutstanding(1)(2)767Additional paid-in capital24,233Accumulated deficit(58,323)Total Shareholders’ Deficit(33,323)Total Liabilities and Shareholders’ Deficit$483,989 (1)Includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in partby the underwriters (see Note 5).(2)On April 10, 2026, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriters, 487,200 founder shares are nolonger subject to forfeiture and 512,800 founder shares will be forfeited (Note 5 and 9). The accompanying notes are an integral part of the unaudited condensed financial statements. ACP HOLDINGS ACQUISITION CORP.CONDENSED STATEMENT OF OPERATIONSFOR THE PERIOD FROM JANUARY 28, 2026 (INCEPTION) THROUGH MARCH 31, 2026(UNAUDITED) Formation, general and administrative costs$58,323Loss from operations(58,323)Net loss$(58,323)Basic and diluted weighted average ClassB ordinary shares outstanding(1)(2)6,666,667Basic and diluted net loss per ClassB ordinary share$(0.01) (1)Excludes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or inpart by the underwriters (see Note 5).(2)On April 10, 2026, the underwriters partially exercised their over-al