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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Accelevation Holdings Corp. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
09/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
OGP VIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
192,191,501.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
85.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported amount includes 104,977,528 shares of Class A common stock ("Class A Common Stock") of the Issuer issuable upon conversion of Series B Units of Accelevation Holdings LLC ("Series B Units") (together with an equal number of shares of Class B common stock ("Class B Common Stock") of the Issuer).
The reported percentage is calculated based on 120,022,472 shares of Class A Common Stock outstanding upon completion of the Issuer's initial public offering on October 1, 2026, as reported on the Issuer's final prospectus, dated September 29, 2026, filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), on October 1, 2026 (the "Prospectus"), as increased by 104,977,528 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of shares of Class B Common Stock).
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Accelevation Pubco Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
87,213,973.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
38.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported percentage is calculated based on 120,022,472 shares of Class A Common Stock outstanding upon completion of the Issuer's initial public offering on October 1, 2026, as reported on the Prospectus, as increased by 104,977,528 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of shares of Class B Common Stock).
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Accelevation Investment Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
104,977,528.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
46.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported amount includes 104,977,528 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of shares of Class B Common Stock).
The reported percentage is calculated based on 120,022,472 shares of Class A Common Stock outstanding upon completion of the Issuer's initial public offering on October 1, 2026, as reported on the Prospectus, as increased by 104,977,528 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of shares of Class B Common Stock).
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Morris Robert S | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
192,191,501.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
85.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported amount includes 104,977,528 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of shares of Class B Common Stock).
The reported percentage is calculated based on 120,022,472 shares of Class A Common Stock outstanding upon completion of the Prospectus, as increased by 104,977,528 shares of Class A Common Stock issuable upon conversion of Series B Units (together with an equal number of shares of Class B Common Stock).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Accelevation Holdings Corp. | |
| (b) | Address of issuer's principal executive offices:
9555 N. Springboro Pike, Suite 400, Miamisburg, Ohio, 45342 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the U.S. Securities and Exchange Commission pursuant to Section 13 of the Securities Act, all of whom together are referred to herein as the "Reporting Persons":
(i) OGP VIII, LLC ("OGP VIII");
(ii) Accelevation Pubco Holdings LP ("Accelevation Pubco Holdings");
(iii) Accelevation Investment Holdings LLC ("Investment Holdings"); and
(iv) Robert S. Morris. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is Metro Center, 4th Floor, One Station Place, Stamford, CT 06902. | |
| (c) | Citizenship:
See responses to row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to row 9 on each cover page.
The reported securities are held as follows: (i) Accelevation Pubco Holdings directly holds 87,213,973 shares of Class A Common Stock and (ii) Investment Holdings directly holds 104,977,528 shares of Class B Common Stock and corresponding Series B Units, which upon conversion will result in the issuance of an equivalent number of shares of Class A Common Stock. Such reported amounts reflect the Reporting Persons' beneficial ownership after giving effect to dispositions and conversions of the reported securities by the Reporting Persons in connection with the closing of the Issuer's initial public offering on October 1, 2026.
Olympus Growth Fund VIII Parallel L.P. and Olympus Growth Fund VIII, LP (together, the "Olympus Funds") have the right to appoint or remove the members of the boards of managers of Accelevation Pubco Holdings and Investment Holdings, respectively. OGP VIII is the sole general partner of each of the Olympus Funds. Robert S. Morris is the Managing Member of OGP VIII, and, in such capacity, has the right to appoint or remove the members of the boards of managers of each of Accelevation Pubco Holdings and Investment Holdings. By virtue of the relationships described herein, each of the Reporting Persons may be deemed to beneficially own the securities reported herein.
Pursuant to Rule 13d-4 of the Securities Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Securities Act or for any other purpose, the beneficial owner of any securities covered by this statement. | |
| (b) | Percent of class:
See responses to row 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99 Joint Filing Agreement, dated as of November 10, 2026. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G referred to below) by OGP VIII, LLC, as the designated filer on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.0001 per share, of Accelevation Holdings Corp., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 10, 2026
OGP VIII, LLC | |||||
/s/ Robert S. Morris | |||||
Name: | Robert S. Morris | ||||
| Title: | Managing Member | ||||
ACCELEVATION PUBCO HOLDINGS LP | |||||
| /s/ Matthew Boyd | |||||
Name: | Matthew Boyd | ||||
| Title: | President | ||||
| ACCELEVATION INVESTMENT HOLDINGS LLC | |||||
| /s/ Matthew Boyd | |||||
Name: | Matthew Boyd | ||||
| Title: | President | ||||
/s/ Robert S. Morris | |||||
Name: | Robert S. Morris | ||||