Mallozzi Andrew Emilio 4

What Happened

• Andrew Emilio Mallozzi, listed as a 10% owner and managing member of Union Street Management Sponsor, LLC, is associated with the acquisition of 435,000 Class A ordinary shares on April 8, 2026. The shares were acquired as part of private placement units purchased by the Sponsor concurrent with ACP Holdings Acquisition Corp.'s IPO. The Sponsor paid $10.00 per Private Placement Unit (each unit = 1 Class A share + 1/2 warrant), for aggregate consideration of $4,350,000. The Form 4 reports the transaction as a purchase (code P).

Key Details

• Transaction date: 2026-04-08; Form 4 filed: 2026-04-10 (appears timely for Form 4 reporting).
• Consideration: $10.00 per Private Placement Unit; aggregate $4,350,000. Per-share price for the Class A share was not separately stated in the filing.
• Shares acquired: 435,000 Class A ordinary shares (as part of the Private Placement Units).
• Shares/holder after transaction: The Sponsor (Union Street Sponsor, LLC) is the record holder of the 435,000 shares. Mallozzi is the managing member of the Sponsor’s managing member and has voting/investment discretion; he disclaims beneficial ownership of the Sponsor’s securities except to the extent of any pecuniary interest.
• Footnotes of note: F1 explains purchase was simultaneous with the issuer’s IPO; F2 confirms the 435,000 shares are the share component of the units; F3 describes ownership/control structure and Mallozzi’s disclaimer.

Context

• This was a sponsor private placement concurrent with the company’s IPO (units = share + warrant), not an open-market buy by an individual. For retail investors: purchases by a sponsor or affiliated entity reflect institutional-level placement activity tied to the IPO structure; Mallozzi’s involvement reflects control/management of the sponsoring entities rather than a straightforward personal open-market investment.