Exhibit 3.1.1
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Memorandum of Association of
ACP Holdings Acquisition Corp.
Grand Cayman
Cayman Islands
conyers.com
Auth Code: B96630991830
www.verify.gov.ky
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
ACP HOLDINGS ACQUISITION CORP.
| 1. | The name of the Company is ACP Holdings Acquisition Corp.. |
| 2. | The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. |
| 3. | Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted. |
| 4. | Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act. |
| 5. | Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. |
| 6. | The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 7. | The liability of each member is limited to the amount from time to time unpaid on such member’s shares. |
| 8. | The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares par value of US$0.0001 each, 50,000,000 Class B ordinary shares par value of US$0.0001 each and 5,000,000 preference shares par value of US$0.0001 each. |
| 9. | The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. |
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Auth Code: B96630991830
www.verify.gov.ky
We, the undersigned, are desirous of being formed into a company pursuant to this Memorandum of Association and the Companies Act, and we hereby agree to take the numbers of shares set opposite our respective names below.
Dated this 28th day of January, 2026
| SIGNATURE, NAME, OCCUPATION AND | NUMBER OF SHARES |
| ADDRESS OF SUBSCRIBER | TAKEN BY SUBSCRIBER |
| Conyers Corporate Services (Cayman) Limited | One (1) Class B ordinary share |
| Cricket Square, Hutchins Drive | |
| P.O. Box 2681 | |
| Grand Cayman, KY1-1111 | |
| Cayman Islands |
| /s/ Renecia Thompson | |
| Renecia Thompson | |
| Authorised signatory for | |
| Conyers Corporate Services (Cayman) Limited |
| /s/ Roshekia Taylor | |
| Roshekia Taylor | |
| Witness to the above signature |
| Address: | Cricket Square, Hutchins Drive, | |
| P.O. Box 2681 | ||
| Grand Cayman KY1-1111 | ||
| Cayman Islands |
Occupation: Onboarding Administrator
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Auth Code: B96630991830
www.verify.gov.ky