ACP Holdings Acquisition Corp. Sample Contracts
ACP HOLDINGS ACQUISITION CORP. 109 N. Post Oak Lane, Suite 212 Houston, Texas 77024Securities Subscription Agreement • March 6th, 2026 • ACP Holdings Acquisition Corp. • New York
ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Union Street Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B ordinary shares of the Company, US$0.0001 par value per share (the “Shares”), up to 1,000,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Company’s Class B ordinary shares, US$0.0001 par value per share (the “Class B Ordinary Shares”) and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended and restated from time to time, the “Articles”), Class B Ordina
WARRANT AGREEMENTWarrant Agreement • March 6th, 2026 • ACP Holdings Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2026, is by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
ACP Holdings Acquisition Corp. Houston, Texas 77098Underwriting Agreement • March 20th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Roth Capital Partners, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration sta
INDEMNITY AGREEMENTIndemnification Agreement • March 20th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ACP HOLDINGS ACQUISITION CORP. Houston, Texas 77098Services Agreement • March 20th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
This services agreement (this “Agreement”) is being entered into by and among ACP Holdings Acquisition Corp. (the “Company”) and Union Street Sponsor, LLC (the “Sponsor”) to confirm our agreement that:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 20th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Union Street Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among May Mobility, Inc., a Delaware corporation (formerly known as ACP Holdings Acquisition Corp., a Cayman Islands exempted company, prior to its domestication) (the “Company”), Union Street Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned parties listed on the signature page hereto under “Other Sponsor Holders” (the “Other Sponsor Holders” and together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “MM Holders” (the “MM Holders”) and each of the undersigned parties listed on the signature page hereto under “Other Holders” (the “Other Holders” and each such party, together with the Sponsor Holders, the PIPE Holders, the MM Holders and a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), Union Street Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the other parties listed on the signature page hereto under the heading “Holder” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 30th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Union Street Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
MAY MOBILITY, INC. COMMON STOCK PURCHASE WARRANTSecurity Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], [2031] (the “Termination Date”) but not thereafter, to subscribe for and purchase from May Mobility, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
20,000,000 Units ACP HOLDINGS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
KEYFRAME LOCK-UP AGREEMENTKeyframe Lock-Up Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • Delaware
THIS KEYFRAME LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [●], Inc., a Delaware corporation (the “Company”) (formerly known as ACP Holdings Acquisition Corp., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and [KEYFRAME ENTITY], a [●] (together with its undersigned affiliates, the “Keyframe Managed Funds”) and, any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, “New Securityholder”, together with Keyframe Managed Funds, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”) Odyssey Transfer and Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 30th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Roth Capital Partners, LLC (“Roth” or the “Subscriber”).
CYRUS LOCK-UP AGREEMENTCyrus Lock-Up Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • Delaware
THIS CYRUS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [●], Inc., a Delaware corporation (the “Company”) (formerly known as ACP Holdings Acquisition Corp., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and [Cyrus Capital Partners, L.P.], a [Delaware limited partnership] (together with its undersigned affiliates, the “Cyrus Managed Funds”) and, any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, “New Securityholder”, together with Cyrus, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2026, by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), May Mobility, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SELLER VOTING AND SUPPORT AGREEMENTSeller Voting and Support Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
This SELLER VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of [●], 2026, by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), May Mobility, Inc., a Delaware corporation (the “Company”) and certain stockholders of the Company, whose names appear on the signature pages of this Agreement (each, a “Seller” and, collectively, the “Sellers”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
WARRANT AGREEMENTWarrant Agreement • March 30th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2026, is by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
ACP Holdings Acquisition Corp. Houston, Texas 77098Letter Agreement • March 30th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Roth Capital Partners, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration stat
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [May Mobility], Inc., a Delaware corporation (the “Company”) (formerly known as ACP Holdings Acquisition Corp., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation) Union Street Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and, any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 8 of this Agreement (“New Securityholder”, together with the Sponsor, the “Securityholders” and each, a “Securityholder”), and solely for purposes of Section 7, the other undersigned individuals hereto. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is dated as of September 15, 2026, by and among Union Street Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ACP Holdings Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Purchaser”), and May Mobility, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
20,000,000 Units ACP HOLDINGS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), Union Street Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the other parties listed on the signature page hereto under the heading “Holder” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 20th, 2026 • ACP Holdings Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”) Odyssey Transfer and Trust Company, a New York corporation (the “Trustee”).
Business Combination Agreement by and among ACP Holdings Acquisition Corp. as the Purchaser Maestro Merger Sub, Inc. as Merger Sub and May Mobility, Inc. as the Company Dated September 15, 2026Business Combination Agreement • September 16th, 2026 • ACP Holdings Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 15, 2026 by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Maestro Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser (“Merger Sub”), and May Mobility, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”