Accelevation Holdings Corp.

What the company does

Accelevation is a manufacturing company that designs and produces solutions to scaling challenges across industries including data centers, automotive and defense. It began with the 2018 acquisition of two tool and die manufacturers and subsequently expanded into data center airflow containment beginning in 2021. The company operates through an Up-C structure, with Accelevation Holdings Corp. serving as the publicly traded holding company for Accelevation LLC (Holdings LLC).

Use of proceeds

We estimate that the net proceeds to us from the sale of our Class A common stock in this offering, after deducting estimated underwriting discounts and commissions, but before deducting estimated expenses payable by us, will be approximately $170.6 million, based on the initial public offering price of $18.00 per share. We intend to use such net proceeds to acquire 10,000,000 Series A Units of Holdings LLC, and Holdings LLC intends to apply the net proceeds to repay approximately $170.6 million of outstanding borrowings under our Credit Agreement. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders in this offering.

Underwriters

Extracted from 424B4 0001628280-26-064097, filed Oct 1, 2026 and verified against that filing text.

Key risk factors

• Tax Receivable Agreement payments

  “We expect that the payments Accelevation Holdings Corp. will be required to make under the Tax Receivable Agreement will be substantial and could materially affect our liquidity.”

• Controlled company status

  “Immediately after this offering, our principal stockholder, Olympus Partners, LP (our "Principal Stockholder"), will control approximately 85% of the combined voting power of our outstanding shares of Class A common stock and Class B common stock (or 83% if the underwriters exercise their option to purchase additional shares in full).”

• Up-C structure dual-class voting

  “Holders of Class A common stock and Class B common stock are entitled to one vote per share.”

• Emerging growth company reduced disclosure

  “As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.”

• Credit Facility interest burden

  “Holdings LLC intends to apply the proceeds it receives from us to repay approximately $170.6 million of outstanding borrowings under our Credit Agreement, under which we had approximately $651.5 million outstanding under the Term Loan Facility and no outstanding borrowings under the Revolving Credit Facility, and which each had a weighted average interest rate of 8.772% as of June 30, 2026.”