Note 1 — Organization and Business Operations

ACP Holdings Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 28, 2026. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of March 31, 2026, the Company has not commenced any operations. All activity for the period from January 28, 2026 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company may generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on April 6, 2026. On April 8, 2026, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one Public Share and one-half of one redeemable warrant (each, a “Public Warrant”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 485,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Union Street Sponsor LLC (the “Sponsor”), and Roth Capital Partners, LLC (“Roth”), the representative of the underwriters, generating gross proceeds of $4,850,000. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrant” and together with the Public Warrants, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per-share, subject to adjustment. Of those 485,000 Private Placement Units, the Sponsor purchased 435,000 Private Placement Units and Roth purchased 50,000 Private Placement Units.

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units solely to cover over-allotments, if any. On April 10, 2026, 1,461,600 additional Units were issued pursuant to the underwriters’ partial exercise of over-allotment and sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $14,616,000. On April 12, 2026, Roth forfeited the unexercised over-allotment option balance of 1,538,400.

Transaction costs amounted to $7,031,088, consisting of $2,000,000 cash underwriting fee, $4,438,480 of deferred underwriting commissions, and $592,608 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Note 2 — Significant Accounting Policies

Note 3 — Initial Public Offering

In the Initial Public Offering on April 8, 2026, the Company sold 20,000,000 Units at a price of $10.00 per Unit. On April 10, 2026, 1,461,600 additional Units were issued pursuant to the underwriters’ partial exercise of over-allotment and sold at an offering price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per-share, subject to adjustment. Each Public Warrant will become exercisable at the later of 12 months from the closing of the initial public offering and 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Roth purchased an aggregate of 485,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, or $4,850,000 in the aggregate, in a private placement, of which 435,000 Private Placement Units were purchased by the Sponsor and 50,000 Private Placement Units were purchased by Roth. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per-share, subject to adjustment.

The Private Placement Warrants will be identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Roth, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights. Additionally, Roth and/or its designees have agreed not to exercise any Private Placement Warrants held by them for more than five years from the commencement of sales in the initial public offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any shares held by them in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to any shares held by them in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares and Private Placement Shares held by them and any Public Shares purchased during or after the initial public offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination.

Note 5 — Related Party Transactions

Founder Shares

On January 29, 2026, the Sponsor made a capital contributions of $25,000 in the aggregate, or approximately $0.003 per-share, to cover certain of the Company’s expenses, for which the Company issued 7,666,667 founder shares to the Sponsor. The founder shares include an aggregate of up to 1,000,000 shares, which remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. 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 no longer subject to forfeiture and 512,800 founder shares will be forfeited (Note 9).

Note 6 — Commitments and Contingencies

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the military escalations between the United States and Iran, the ongoing Russia-Ukraine conflict and other similar geopolitical conflicts. Ongoing military escalation between the United States and Iran has heightened risks to critical infrastructure, shipping routes, and energy supplies. Any further deterioration could drive sustained increases in oil prices, disrupt global trade, contribute to macroeconomic instability, and materially height the risk of a global recession. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) which were issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii) Private Placement Units (and the securities comprising such units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) that may be issued upon conversion of Working Capital Loans are entitled to registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of an initial Business Combination pursuant to the registration rights agreement the Company has entered into with such holders on April 6, 2026. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Notwithstanding anything to the contrary, Roth may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement. In addition, Roth may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Deferred Legal Fees

As of March 31, 2026, the Company had a total of $9,113 of deferred legal fees incurred in connection with the Initial Public Offering to be paid to the Company’s legal advisors upon consummation of the Business Combination. The deferred fee is classified as a non-current liability in the accompanying balance sheet.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The underwriters did not exercise their over-allotment option at the closing of the Initial Public Offering on April 8, 2026. On April 10, 2026, 1,461,600 additional Units were issued pursuant to the underwriters’ partial exercise of over-allotment and sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $14,616,000. On April 12, 2026, Roth forfeited the unexercised over-allotment option balance of 1,538,400.

The underwriters were entitled to a cash underwriting discount of 1.00% of the gross proceeds of the units offered in the Initial Public Offering, or $2,000,000 in the aggregate, which was paid to the underwriters upon the closing of the Initial Public Offering. The underwriters were also entitled to an additional cash underwriting discount of 1.00% of the gross proceeds of the units sold pursuant to the underwriters’ over-allotment option, or $146,160 in the aggregate, payable to the underwriters for deferred underwriting commissions deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination. Additionally, the underwriters were entitled to a deferred underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering held in the Trust Account, or $4,292,320 in the aggregate, deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination. Such deferred underwriting commissions will be payable as follows: (i) $0.10 per optional Unit sold pursuant to the over-allotment option (ii) $0.05 per unit sold in the Initial Public Offering, or $1,073,080 in the aggregate; (iii) $0.05 per unit sold in the Initial Public Offering, or $1,073,080 in the aggregate, payable only if, immediately prior to the consummation of an initial Business Combination, the funds remaining in the Trust Account equal or exceed 20% of the gross proceeds of the units offered in the Initial Public Offering, calculated based on the number of public shares outstanding immediately prior to the consummation of an initial Business Combination, net of public shares submitted for redemption and net of any public shares held by public shareholders that have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation to repurchase such shares after the closing of the initial Business Combination and any required repurchases pursuant to forward purchase agreements or similar arrangements; and (iv) 1.0% of the funds remaining in the Trust Account, calculated based on the number of public shares outstanding immediately prior to the consummation of an initial Business Combination, net of public shares submitted for redemption and net of any public shares held by public shareholders that have entered into forward purchase agreements or other arrangements whereby the Company has a contractual obligation to repurchase such shares after the closing of the initial Business Combination. 

Note 7 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of March 31, 2026, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. As of March 31, 2026, there were no Class A ordinary shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. As of March 31, 2026, there were 7,666,667 Class B ordinary shares issued and outstanding, of which an aggregate of up to 1,000,000 Class B ordinary shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. 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 no longer subject to forfeiture and 512,800 founder shares will be forfeited (Note 9).

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the initial public offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares underlying the Private Placement Warrants), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to our Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by public shareholders in connection with any amendment to the amended and restated memorandum and articles of association made prior to the consummation of the initial Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-Business Combination activity; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Company’s amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the Company’s ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of an initial Business Combination, only holders of the Company’s Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Company’s Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of an initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Note 8 — Segment Information

FASB ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

The Company entered into an agreement with the Sponsor, commencing on April 6, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor or its affiliate a total of $25,000 per month for office space, utilities, and secretarial and administrative services.

On April 8, 2026, the Company consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 485,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and Roth, generating gross proceeds of $4,850,000. On April 10, 2026, 1,461,600 additional Units were issued pursuant to the underwriters’ partial exercise of over-allotment and sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $14,616,000. On April 12, 2026, Roth forfeited the unexercised over-allotment option balance of 1,538,400. Following the closing of the Initial Public Offering, on April 8, 2026 and the subsequent sale of the over-allotment option Units on April 10, 2026, an amount of $215,689,080 ($10.05 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in the Trust Account.

In connection with the closing of the Initial Public Offering, the underwriters were entitled to a cash underwriting discount of 1.00% of the gross proceeds of the units offered in the Initial Public Offering, or $2,000,000 in the aggregate, which was paid to the underwriters upon the closing of the Initial Public Offering. The underwriters were also entitled to an additional cash underwriting discount of 1.00% of the gross proceeds of the units sold pursuant to the underwriters’ over-allotment option, or $146,160 in the aggregate, payable to the underwriters for deferred underwriting commissions deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination. Additionally, the underwriters were entitled to a deferred underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering held in the Trust Account, or $4,292,320 in the aggregate, deposited in the Trust Account and to be released to the underwriters only upon the completion of an initial Business Combination.

On April 13, 2026, the Sponsor wired an aggregate of $850,000 to the Company’s operating account, which represents the Private Placement Units proceeds due to the Company, net of offering expenses paid by the Sponsor on behalf of the Company and net of outstanding Promissory Note balance. As of April 13, 2026, the outstanding Promissory Note balance of $246,415 was fully settled. Borrowings under the Promissory Note are no longer available.