Accelevation Holdings Corp. (ACCV) IPO Dates & Offering Details

424B4 1 accelevationllc-424b4.htm 424B4 Accelevation LLC - 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-298715 30,000,000 Shares This is the initial public offering of shares of Class A common stock of Accelevation Holdings Corp., par value $0.0001 per share (“Class A common stock”). Accelevation Holdings Corp. is offering 10,000,000 shares of Class A common stock, and the selling stockholders named in this prospectus (the “selling stockholders”) are offering 20,000,000 shares of Class A common stock to be sold in the offering. 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. See “Use of Proceeds.” Prior to this offering, there was no public market for the Class A common stock of Accelevation Holdings Corp. The initial public offering price per share of the Class A common stock is $18.00 . We have been approved to list our Class A common stock on The Nasdaq Global Select Market, or Nasdaq, under the symbol “ACCV.” This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows certain existing owners of Accelevation LLC (“Accelevation LLC”) to continue to own interests in a pass-through structure and provides potential future tax benefits for both the public company and such existing owners when they ultimately exchange their pass-through interests, which is expected to result in tax basis adjustments in the assets of Accelevation LLC and produce favorable tax attributes for us. In connection with this offering, we will enter into a Tax Receivable Agreement (as defined herein), which will require Accelevation Holdings Corp. to make cash payments to the TRA Rights Holders (as defined herein) in respect of certain tax benefits to which Accelevation Holdings Corp. may become entitled, and confers significant economic benefits to the TRA Rights Holders. 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. See “Organizational Structure,” “Risk Factors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” Following the completion of this offering, Accelevation Holdings Corp. will have two authorized classes of common stock: Class A common stock and Class B common stock (together, the “common stock”). Holders of Class A common stock and Class B common stock are entitled to one vote per share. All holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required by applicable law. Holders of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of Accelevation Holdings Corp. In connection with this offering, we will form Accelevation Holdings LLC (“Holdings LLC”), which will be the direct parent entity of Accelevation LLC. Accelevation Holdings Corp. will use the net proceeds from this offering to acquire 10,000,000 Series A units of Holdings LLC (“Series A Units” and, together with Series B units of Holdings LLC (“Series B Units”), the “LLC Units”) (holders of such LLC Units, the “LLC Unitholders”) at a purchase price per Series A Unit equal to the initial public offering price of the shares of Class A common stock less the underwriting discounts and commissions referred to below. Holdings LLC will use the net proceeds it receives from Accelevation Holdings Corp. in connection with this offering as described in “Use of Proceeds.” Upon completion of this offering, Accelevation Holdings Corp. will have 120,022,472 LLC Units representing a 53% economic interest in Holdings LLC and, although Accelevation Holdings Corp. will initially have a minority economic interest in Holdings LLC, it will be the sole managing member of Holdings LLC and will operate and control its business. The LLC Unitholders will hold the remaining 104,977,528 LLC Units representing a 47% economic interest in Holdings LLC. Each LLC Unit, together with one share of our Class B common stock, is, from time to time, exchangeable for one share of our Class A common stock or, at our election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). Accelevation Holdings Corp. will be a holding company, and upon consummation of this offering and the application of the net proceeds therefrom, its sole assets will be LLC Units and certain interests in Instor Blocker, Inc. (“Instor”). Immediately following this offering, the holders of Class A common stock will collectively own 100% of the economic interests in Accelevation Holdings Corp. and have 53% of the voting power of Accelevation Holdings Corp. The LLC Unitholders, through ownership of our Class B common stock, will have the remaining 47% of the voting power of Accelevation Holdings Corp. Accelevation Holdings Corp. is an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” 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). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. See “Management—Corporate Governance—Controlled Company Status.” Investing in our Class A common stock involves risks. See “ Risk Factors ” beginning on page 42 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share Total Initial public offering price $ 18.00 $ 540,000,000 Underwriting discounts and commissions (1) $ 0.945 $ 28,350,000 Proceeds, before expenses, to Accelevation Holdings Corp. $ 17.055 $ 170,550,000 Proceeds, before expenses, to the selling stockholders $ 17.055 $ 341,100,000 _______________ (1) See “ Underwriting ” for additional information regarding underwriting compensation. The underwriters have the option to purchase up to an additional 4,500,000 shares of Class A common stock from the selling stockholders at the initial public offering price less the underwriting discounts and commissions for a period of 30 days after the date of this prospectus. At our request, the underwriters have reserved up to 5% of the Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us and our stockholders. See “Underwriting—Directed Share Program.” The underwriters expect to deliver shares of Class A common stock against payment in New York, New York on or about October 1, 2026 . Morgan Stanley J.P. Morgan Goldman Sachs & Co. LLC Barclays BofA Securities Houlihan Lokey Baird William Blair Piper Sandler Wolfe | Nomura Alliance __________________ Prospectus dated September 29, 202 6 i Table of Contents