ACP Holdings Acquisition Corp. Announces Business Combination with May Mobility

What Happened
ACP Holdings Acquisition Corp. (ACP) and May Mobility, Inc. entered into a Business Combination Agreement on September 15, 2026, under which ACP’s wholly owned merger sub will merge into May Mobility and May Mobility will become a direct, wholly owned subsidiary of ACP. The deal contemplates a $1,350,000,000 purchase price formula, a concurrent $120 million PIPE investment, and a planned domestication of ACP from a Cayman Islands company to a Delaware corporation to be named “May Mobility, Inc.” The parties expect to close on or before May 26, 2027, subject to ACP and May Mobility stockholder approvals, regulatory clearances and customary closing conditions (including a minimum cash requirement).

Key Details

• Purchase price: $1,350,000,000 used to calculate Aggregate Consideration (exchange ratio based on Company Fully Diluted Capital).
• PIPE financing: approximately $120,000,000 in total — PIPE Investors will buy 11,764,704 shares of 12.0% Series A cumulative convertible preferred stock (stated value $12.00) plus warrants equal to 100% of the underlying common shares; Cantor Fitzgerald & Co. is placement agent.
• Corporate mechanics: ACP will domesticate to Delaware prior to Closing (the “Domestication”); Cayman Class A/B shares, warrants and units will convert into Domesticated Purchaser Common Stock, Domesticated Purchaser Warrants and related securities.
• Key closing conditions & timing: ACP and May Mobility shareholder approvals, registration statement effectiveness, Hart‑Scott‑Rodino clearance, and at least $120M of net cash available after redemptions and the PIPE. Outside Date for closing is May 26, 2027 (automatic limited extension possible).

Why It Matters
This agreement is a SPAC business combination: it would make May Mobility a public company through ACP rather than an IPO. The PIPE provides committed capital (and comes with preferred‑stock rights, dividends, conversion features, warrants and protective provisions) that will affect capital structure and could dilute common shareholders when converted or exercised. The Domestication and conversion mechanics will change the listing and share structure (with securities issuable at Closing and registration rights granted). Closing is subject to multiple approvals and customary conditions, so investors should watch upcoming proxy filings, the registration statement, the ACP shareholders meeting, and any updates on the minimum cash condition, PIPE closings and Nasdaq listing approval.