ACGCU · ACP Holdings Acquisition Corp. · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Completion Window, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Completion Window. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 8, 2027 (18 months from the closing of the Initial Public Offering), the end of the combination period. There can be no assurance that the Company's plans to raise capital or to consummate an initial Business Combination will be successful.”