CORRESP 1 filename1.htm

 

 

March 31, 2026

 

VIA EDGAR

 

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Link

 

  Re: ACP Holdings Acquisition Corp.
    Registration Statement on Form S-1
    File No. 333-294120

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Roth Capital Partners, LLC, as the representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement, as amended, to be accelerated so as to permit it to become effective at 4:30 p.m. ET on April 1, 2026, or as soon as thereafter practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through March 31, 2026, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the preliminary prospectus dated March 30, 2026, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

 

  Very truly yours,
   
  /s/ Aaron Gurewitz
 

Aaron Gurewitz

President and Head of Investment Banking