SecProbe.io

CORRESP
1
filename1.htm

April 2, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Link

    Re:
    ACP Holdings Acquisition Corp.

    Registration Statement on Form S-1

    Filed March 6, 2026, as amended

    File No. 333-294120

    Withdrawal of Acceleration Request

    Resubmission of Acceleration Request

    Requested Date: April 6, 2026

    Requested Time: 5:15 P.M. Eastern Time

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on March 31, 2026 in which we requested the acceleration of the effective date of the above-referenced
registration statement (the “Registration Statement”) for April 1, 2026 at 4:30 p.m., Eastern Time, or at such
later time as we or our counsel, DLA Piper LLP (US), requested via telephone call to the staff of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission, in accordance with Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the “Act”). We are no longer requesting that such Registration Statement be declared
effective at that date and time, and we hereby formally withdraw our request for acceleration of the effective date for April 1, 2026
at 4:30 p.m. Eastern Time.

Further, by this letter, pursuant
to Rule 461 of the General Rules and Regulations under the Act, ACP Holdings Acquisition Corp. (the “Company”)
hereby requests that the effective date of the Registration Statement be accelerated to April 6, 2026 at 5:15 p.m., Eastern Time, or at
such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission. The Company hereby authorizes Stephen P. Alicanti of DLA Piper LLP (US), counsel for the
Company, to make such request on the Company’s behalf.

If you have any questions
regarding this request, please contact Stephen P. Alicanti of DLA Piper LLP (US) by telephone at (212) 335-4783. We also request that
we be notified of the effectiveness of the Registration Statement by telephone to Stephen P. Alicanti of DLA Piper LLP (US). Thank you
for your assistance.

    Very truly yours,

    ACP Holdings Acquisition Corp.

    /s/ Andrew Mallozzi

    Andrew Mallozzi

    Chief Executive Officer

    cc:
    Stephen P. Alicanti (DLA Piper LLP (US))

CORRESP
1
filename1.htm

April 2, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Link

    Re:
    ACP Holdings Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1, As Amended

    File No. 333-294120

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on March 31, 2026, in which we, Roth Capital Partners, LLC, as representatives of the underwriters of the offering (“Representative”),
joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for April 1,
2026, at 4:30 p.m., Eastern time, or as soon thereafter as practicable (the “March 31 Letter”). The Company is no longer
requesting that such Registration Statement be declared effective at 4:30 p.m. Eastern Time on April 1, 2026 and we hereby formally withdraw
our request for acceleration of the effective date as pursuant to the March 31 Letter.

However, 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”), Representative hereby joins the request of the Company dated April 2, 2026 that the effective date of the above-captioned
Registration Statement, as amended, be accelerated so as to permit it to become effective at 5:15 p.m. Eastern Time on April 6, 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 April 2, 2026, 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.

Thank you for assistance in this matter.

[Signature Page Follows]

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC

    By:
    /s/ Aaron Gurewitz

    Name:
    Aaron Gurewitz

    Title:
    Co-Chief Executive Officer and

    Head of Investment Banking

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

CORRESP
1
filename1.htm

March 31, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: David Link

    Re:
    ACP Holdings Acquisition Corp.

    Registration Statement on Form S-1

    Filed March 30, 2026, as amended

    File No. 333-294120

    Acceleration Request

    Requested Date: April 1, 2026

    Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, ACP Holdings Acquisition Corp. (the “Registrant”) hereby requests
that the above-referenced Registration Statement on Form S-1 (File No. 333-294120) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission. The Registrant hereby authorizes Stephen P. Alicanti of DLA Piper LLP (US), counsel for the Registrant, to make
such request on the Registrant’s behalf.

We request that we be notified of the effectiveness
of the Registration Statement by telephone to Stephen P. Alicanti of DLA Piper LLP (US) at (212) 335-4783. Thank you for your assistance.

    Very truly yours,

    ACP Holdings Acquisition Corp.

    /s/ Andrew Mallozzi

    Andrew Mallozzi

    Chief Executive Officer

    cc:
    Stephen P. Alicanti (DLA Piper LLP (US))

CORRESP
1
filename1.htm

March 26, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Link

    Re:
    ACP Holdings Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-294120

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on March 24, 2026, in which we, Roth Capital Partners, LLC, as representatives of the underwriters of the offering, joined the
Company’s request for acceleration of the effective date of the above-referenced Registration Statement for March 26, 2026, at 4:30
p.m., Eastern time, or as soon thereafter as practicable.

The Company is no longer requesting that such
Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

Thank you for assistance in this matter.

[Signature Page Follows]

Very truly yours,

    ROTH CAPITAL PARTNERS, LLC

    By:
    /s/ Aaron Gurewitz

    Name:
    Aaron Gurewitz

    Title:
    Co-Chief Executive Officer and

    Head of Investment Banking

CORRESP
1
filename1.htm

March 26, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: David Link

    Re:
    ACP Holdings Acquisition Corp.

    Registration Statement on Form S-1

    Filed March 6, 2026, as amended

    File No. 333-294120

    Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on March 24, 2026 in which we requested the acceleration of the effective date of the above-referenced
registration statement (the “Registration Statement”) for March 26, 2026 at 4:30 p.m., Eastern Time, or at such
later time as we or our counsel, DLA Piper LLP (US), requested via telephone call to the staff of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission, in accordance with Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the “Act”). We are no longer requesting that such Registration Statement be declared
effective at that date and time, and we hereby formally withdraw our request for acceleration of the effective date for March 26, 2026
at 4:30 p.m. Eastern Time.

If you have any questions regarding
this request, please contact Stephen P. Alicanti of DLA Piper LLP (US) by telephone at (212) 335-4783. Thank you for your assistance.

    Very truly yours,

    ACP Holdings Acquisition Corp.

    /s/ Andrew Mallozzi

    Andrew Mallozzi

    Chief Executive Officer

    cc:
    Stephen P. Alicanti (DLA Piper LLP (US))

CORRESP
1
filename1.htm

March 24, 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 be accelerated so as to permit it to become effective at 4:30 p.m. ET on March 26, 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 24, 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 24,
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

    Co-Chief Executive Officer and Head of Investment Banking

CORRESP
1
filename1.htm

March 24, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: David Link

    Re:
    ACP Holdings Acquisition Corp.

    Registration Statement on Form S-1

    Filed March 06, 2026, as amended

    File No. 333-294120

    Acceleration Request

    Requested Date: March 26, 2026

    Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, ACP Holdings Acquisition Corp. (the “Registrant”) hereby requests
that the above-referenced Registration Statement on Form S-1 (File No. 333-294120) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission. The Registrant hereby authorizes Stephen P. Alicanti of DLA Piper LLP (US), counsel for the Registrant, to make
such request on the Registrant’s behalf.

We request that we be notified of the effectiveness
of the Registration Statement by telephone to Stephen P. Alicanti of DLA Piper LLP (US) at (212) 335-4783. Thank you for your assistance.

    Very truly yours,

    ACP Holdings Acquisition Corp.

    /s/ Andrew Mallozzi

    Andrew Mallozzi

    Chief Executive Officer

    cc:
    Stephen P. Alicanti (DLA Piper LLP (US))

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2026

Andrew Mallozzi
Chief Executive Officer
ACP Holdings Acquisition Corp.
3131 Eastside
Houston, Texas 77098

 Re: ACP Holdings Acquisition Corp.
 Registration Statement on Form S-1
 Filed March 06, 2026
 File No. 333-294120
Dear Andrew Mallozzi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact David Link at 202-551-3356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stephen Alicanti
</TEXT>
</DOCUMENT>