Accelevation Holdings Corp.

11/13/2026 | Press release | Distributed by Public on 11/13/2026 15:09

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
•average historical stock price volatility of comparable publicly traded companies in Topco's industry peer group; and
•the U.S and global economic and capital market conditions and outlook.
Since Topco is privately held, in order to estimate the value of the enterprise and determine the fair value of the underlying equity,
we have historically used either the market approach, the income approach, or a combination thereof. During the year ended
December 31, 2025, the enterprise value of Topco was based entirely on the market approach. For the market approach, we
utilized the Guideline Company Method by selecting certain companies that we considered to be the most comparable to Topco in
terms of size, growth, profitability, risk and return on investment, amongst other factors. We then used these guideline companies
to develop relevant Adjusted EBITDA multiples, which were then adjusted to account for differences in growth prospects and risk
profiles. The market multiples and ratios were applied to Topco's trailing twelve month Adjusted EBITDA based on assumptions at
the time of the valuation in order to estimate our total enterprise value. The estimated enterprise value at each grant date was then
allocated to each class of equity comprising Topco's capital structure, with a discount for lack of marketability, ranging from 15%
to 30% applied to the estimate fair value of the Series P Units due to the lack of an active market for Topco's equity.
The use of the Option Pricing Method requires us to estimate the strike price of the award based on whether certain market
conditions and internal rates of return are expected to be met. We utilize the estimated time to a liquidity event to estimate the
expected term of the awards. Expected volatility is based on the average of historical and implied volatilities of a set of comparable
companies over the expected term of the award, adjusted for size and leverage. The risk-free rates are based on the yields of U.S.
Treasury instruments over a comparable term of the award. The following table details the assumptions utilized for the awards
granted during the year ended December 31, 2025:
Expected Term
2.0 - 2.9 Years
Volatility
37.5% - 45%
Risk Free Rate
3.47% - 4.27%
In addition, our enterprise valuation performed as of December 31, 2025, which is the basis for determining the fair value of Series
P Units granted between December 31, 2025 and September 30, 2026, began to incorporate an assumption for the occurrence of
a potential future IPO. Prior to this valuation, an assumption of an IPO was not reflected in the determination of enterprise value as
discussions had not commenced and the business had recently been acquired as of January 2, 2025. The incorporation of the
assumption of a potential future IPO resulted in a 25% increase in the estimated enterprise value of Topco due to the application of
higher EBITDA multiples that would be applicable to a potential IPO transaction.
In connection with the IPO, effective October 1, 2026, we modified the Series P Units. Under these modified terms, which took
effect upon consummation of the IPO, the revised performance conditions are linked to certain selling stockholder sell-downs of
their ownership interests in the Company. Upon the triggering of the performance conditions, Series P Unit holders are entitled to
the partial settlement of their right to distributions under the Series P Unit awards in cash, shares, or a combination of cash and
shares. These changes to the timing and manner in which the Series P Units are settled superseded many of the original terms of
the awards and the 2025 Plan and, accordingly, the superseded terms are no longer deemed to remain in effect following the IPO.
Management concluded that the settlement obligation under the Series P Units' modified performance conditions were not
applicable until the October effective date of the IPO and the modified agreement. Future obligations will not be triggered or
recognized until it is deemed probable that the performance condition will be achieved, which occurs with certain selling
stockholders' future sell-downs.
Accelevation Holdings Corp. published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 21:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]