ACP Holdings Acquisition Corp. Releases Audited Balance Sheet as of April 8, 2026

Key Highlights from the Financial Statement

• Successful IPO: ACP Holdings Acquisition Corp. (the “Company”) completed its Initial Public Offering (IPO) on April 8, 2026, raising gross proceeds of \$200 million through the sale of 20,000,000 units at \$10.00 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.
• Private Placement: Simultaneously, the Company sold 485,000 Private Placement Units to its sponsor and Roth Capital Partners, generating an additional \$4.85 million.
• Trust Account Funding: \$201 million was deposited into a trust account, with funds invested in U.S. Treasury obligations or interest-bearing bank accounts.
• Total Assets: As of April 8, 2026, the Company reported total assets of \$202.85 million, including \$201 million in the Trust Account and \$1.85 million due from the Sponsor.
• Liabilities: Total liabilities were \$4.81 million, including deferred underwriting fees (\$4 million), accrued offering costs, and a promissory note to the Sponsor.
• Shareholders’ Deficit: The Company reported a shareholders’ deficit of \$2.96 million, reflecting offering expenses and other costs.
• Redemption Feature: 20,000,000 Class A shares are subject to possible redemption at \$10.05 per share, totaling \$201 million.

Important Details for Shareholders

• Blank Check Company Status: ACP Holdings is a Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands, formed to effect a merger or similar business combination. As of April 8, 2026, it has not selected or engaged with any acquisition targets.
• Business Combination Deadline & Redemption Rights: The Company must complete a business combination within 18 months of the IPO (the “Completion Window”). If no combination is completed, public shareholders are entitled to redeem their shares for a pro-rata share of the Trust Account, anticipated to be \$10.05 per share, plus interest. If the Company fails to complete a business combination, the Sponsor, officers, and directors have agreed to waive their rights to liquidation distributions for their founder shares and private shares, but not for any public shares they hold.
• Warrant Terms: There are 10,000,000 Public Warrants and 242,500 Private Placement Warrants outstanding, each exercisable for one Class A ordinary share at \$11.50 per share, subject to adjustment. Warrants become exercisable 12 months after the IPO or 30 days post-business combination and expire five years after the combination or upon liquidation. The Company may redeem the warrants at \$0.01 per warrant if the share price exceeds \$18.00 for 20 trading days within a 30-day period, potentially forcing warrant holders to exercise or lose value.
• Founder Shares & Lock-up: The Sponsor and its affiliates hold 7,666,667 founder shares (Class B ordinary shares), with up to 1,000,000 subject to forfeiture if the over-allotment option is not exercised in full. These shares convert to Class A shares at a one-to-one ratio upon consummation of a business combination and are subject to transfer restrictions (“lock-up”) until six months after the combination or earlier under certain conditions (e.g., if the share price exceeds \$12.00 for 20 out of 30 trading days).
• Related Party Transactions: The Sponsor owes \$1.85 million for the purchase of Private Placement Units. A promissory note of \$246,415 is outstanding, and up to \$1.5 million in working capital loans may be extended by the Sponsor and converted into units at \$10.00 per unit if a business combination is completed.
• Deferred Underwriting Fees: \$4 million of the IPO underwriting fee is deferred and will be paid only upon completion of a business combination. This amount could increase based on the exercise of the over-allotment option.
• Subsequent Events: On April 10, 2026, the underwriters partially exercised the over-allotment option, issuing an additional 1,461,600 units and generating \$14.62 million in gross proceeds. This resulted in a forfeiture of 512,800 founder shares and an increase in deferred underwriting fees to \$4,438,480.
• Risks and Uncertainties: The Company highlights ongoing geopolitical instability, including the Russian invasion of Ukraine and the Israel-Hamas conflict, which could impact markets, supply chains, and the Company’s ability to complete a business combination.

Potentially Price-Sensitive Information

• Redemption Backstop: Shareholders should note the redemption rights at \$10.05 per share, setting a floor for share value near the Trust Account balance if no business combination is completed.
• Warrant Redemption Clause: The ability to redeem warrants at \$0.01 if the share price exceeds \$18.00 could significantly impact warrant holders and may affect warrant market prices.
• Founder Share Forfeiture: The partial exercise of the over-allotment option led to the forfeiture of 512,800 founder shares, reducing potential dilution for public shareholders.
• Uncommitted Acquisition Target: No target has been identified, and management has not entered into any substantive negotiations, leaving the future direction and valuation of the Company highly contingent on a successful business combination.
• Going Concern: The Company believes it has sufficient liquidity for at least one year, assuming timely receipt of amounts due from the Sponsor. However, delays or failure to complete a business combination would trigger liquidation and redemption rights.

Comprehensive Financial Position

Additional Information

• Accounting Standards: As an “emerging growth company,” ACP Holdings can delay adoption of new accounting standards and enjoys reduced reporting requirements.
• No Tax Liabilities: The Company is a Cayman Islands exempted company and presently not subject to income taxes in the Cayman Islands or United States.
• Fair Value Measurements: The over-allotment option was valued using a Black-Scholes model and classified as a Level 3 liability. Public warrants were valued using a Monte Carlo simulation and classified in shareholders’ deficit, not requiring remeasurement after issuance.

Investor Takeaways

• ACP Holdings is a newly public SPAC, well-capitalized and actively seeking a business combination.
• The large Trust Account and redemption rights provide downside protection for public shareholders, but also limit upside until a target is identified and a transaction is completed.
• The dynamics of warrant redemption and founder share forfeiture may impact dilution and the value of outstanding securities.
• Market volatility and global risks could impact the SPAC’s ability to close a deal within the prescribed window, which would trigger liquidation and the return of funds to shareholders at the redemption price.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to review all filings and consult with financial advisors before making investment decisions. The information presented is based on audited financial statements as of April 8, 2026, and subsequent developments may have occurred since the reporting date.

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