8-K - Accelevation Holdings Corp. (0002141406) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 9, 2026

Date of Report (date of earliest event reported)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company    x          

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01 - Entry into a Material Definitive Agreement

On October 9, 2026, Accelevation LLC (the “Borrower”), a subsidiary of Accelevation Holdings Corp. (the “Company”),

entered into a credit agreement (the “New Credit Agreement”), by and among the Borrower, Accelevation Holdings LLC

(“Holdings”), the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral

agent, swing line lender and a letter of credit issuer. The New Credit Agreement provides for a senior secured term loan

facility with an aggregate principal amount of $250.0 million (the “Term Loan Facility”) and a senior secured revolving

credit facility with an aggregate principal amount of $400.0 million (the “Revolving Credit Facility” and, together with the

Term Loan Facility, the “New Credit Facilities”), which includes a sublimit for the issuance of letters of credit in an amount

up to $100.0 million and a sublimit for swing line loans in an amount up to $40.0 million. As of the closing of the New Credit

Agreement, the aggregate principal amount borrowed under the New Credit Facilities is $250.0 million under the Term Loan

Facility and $150.0 million under the Revolving Credit Facility. The proceeds of the borrowings on the closing date, together

with cash on hand, were used to repay in full all outstanding obligations under the Existing Credit Agreement (as defined

below) and to pay transaction expenses. The New Credit Agreement is guaranteed by Holdings and certain of the Borrower’s

wholly owned domestic subsidiaries and secured by substantially all of the Borrower’s assets and the assets of Holdings and

certain of the Borrower’s subsidiaries, in each case, subject to customary exceptions.

The New Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions

on indebtedness, liens on assets, fundamental changes and asset sales, investments, negative pledges, restricted payments

(including dividends and other distributions and repurchases of equity), prepayments of junior debt and transactions with

affiliates. In addition, the New Credit Agreement contains financial covenants that require the Borrower and its restricted

subsidiaries to comply with the following (subject to certain cure rights):

•commencing with the fiscal quarter ending March 31, 2027, maintain a maximum total net leverage ratio not to

exceed 4.00 to 1.00 (provided that, at the election of the Borrower following the consummation of a material

acquisition with aggregate consideration in excess of $100.0 million, the maximum total net leverage ratio shall

temporarily increase to 4.50 to 1.00 for the first four fiscal quarters after the consummation of such material

acquisition, including the fiscal quarter in which such material acquisition is consummated), in each case, tested as of

the last day of each fiscal quarter; and

•commencing with the fiscal quarter ending March 31, 2027, maintain a minimum fixed charge coverage ratio of not

less than 1.25 to 1.00, tested as of the last day of each fiscal quarter.

The New Credit Facilities will mature on October 9, 2031 (the “Maturity Date”). Term loans and revolving credit loans, other

than swing line loans, are available, at the Borrower’s option, as term SOFR loans or base rate loans. Swing line loans bear

interest at the applicable base rate. Term SOFR loans under the New Credit Agreement accrue interest at a term SOFR rate

plus an applicable margin of 2.25% until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027,

and thereafter an applicable margin of 1.50% to 2.50% (depending on the total net leverage ratio of the Borrower and its

restricted subsidiaries). Base rate loans under the New Credit Agreement accrue interest at a base rate plus an applicable

margin of 1.25% until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027, and thereafter an

applicable margin of 0.50% to 1.50% (depending on the total net leverage ratio of the Borrower and its restricted

subsidiaries). The Revolving Credit Facility also has a variable commitment fee on unused commitments, which is 0.300%

per annum until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027, and thereafter is tied to

the total net leverage ratio of the Borrower and its restricted subsidiaries and ranges from 0.200% to 0.350% per annum.

The Term Loan Facility will amortize in equal quarterly installments of $3.125 million (representing 1.25% of the original

principal amount of the Term Loan Facility, or 5.00% per annum), commencing with the fiscal quarter ending March 31,

2027, with the remaining balance payable on the Maturity Date. The Revolving Credit Facility will not amortize.

The foregoing description of the New Credit Agreement does not purport to be complete and is subject to, and is qualified in

its entirety by reference to, the full text of the New Credit Agreement, which is attached hereto as Exhibit 10.1 and is

incorporated by reference into this Item 1.01.

Item 1.02 - Termination of a Material Definitive Agreement

On October 9, 2026, in connection with the entry into the New Credit Agreement, the Borrower repaid in full all outstanding

obligations under, and terminated, the Credit Agreement, dated as of January 2, 2025, by and among, inter alios,

Accelevation Intermediate LLC, the Borrower, the guarantors party thereto from time to time, MidCap Financial Trust, as

administrative agent, and the lenders party thereto from time to time, as amended, restated, amended and restated,

supplemented or otherwise modified from time to time on or prior to the date hereof (the “Existing Credit Agreement”).

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a

Registrant

The information described in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 - Regulation FD Disclosure

On October 13, 2026, the Company issued a press release announcing the entry into the New Credit Agreement.  A copy of

the press release is furnished hereto as Exhibit 99.1.

The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by

reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by

specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

*  Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a

supplemental basis to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report

to be signed on its behalf by the undersigned hereunto duly authorized.