Peace Acquisition

The trust account minimum of $10.05 per public unit deviates from standard $10.00 structures, relying on an EBC loan of $100,000 that ensures higher liquidation value but requires the company to utilize working capital funds for operational expenses if the loan is not repaid upon a successful transaction. Sponsors acquire equity at approximately $0.011 per share, resulting in immediate substantial dilution upon pricing; however, forfeitures apply to 300,000 founder shares if the over-allotment option is not exercised fully to maintain the 25% post-offering ownership threshold.

This filing finalizes the economic terms of the IPO units, including the addition of warrants and modified rights, which directly affect the potential dilution and valuation for public shareholders. The $10.05 trust value and 15-month deadline set the redemption mechanics. The extensive risk factor updates (especially regarding China-related risks, PFIC, and investment company status) provide critical information for investors assessing the SPAC's ability to complete a de-SPAC transaction. The EBC loan and private placement structure ensure the trust is fully funded at closing.

For investors tracking this SPAC, the key change is the shortened deadline: the company now has only 15 months from closing to complete a business combination, not 18. This compresses the search timeline and increases the risk of liquidation. The improvement to the rights (from 1/10th to 1/5th of a share per right) is favorable to unit holders. The rest of the filing is the standard voluminous prospectus for a pre-IPO SPAC, containing extensive risk warnings, particularly about its ties to China and the executives located there, which may limit its pool of potential targets and create regulatory risk. The company has no deal target, is still searching, and has a $10.00 trust per share.

For investors tracking PECE, this filing provides the most current audited financials and confirms the SPAC's structure and timeline. The trust value is $10.00 per share, the deadline is 18 months from the closing of this offering, and the sponsors hold founder shares at a nominal cost. The filing highlights potential conflicts of interest, the 15% redemption limit, and extensive risks related to potential China-based acquisitions. It also confirms that the SPAC will not pursue a target with a VIE structure. The updated financials show a going concern uncertainty typical for pre-IPO SPACs.

This filing is the key pre-IPO registration document. It sets the exact terms for the offering, the trust per share, and the structure of the deal (units/rights). The audited financial statements show very early-stage operations with going concern note, and the sponsor conduct is detailed: founders shares for $25k, lock-ups of 6 months post-deal, monthly admin fees to sponsor ($10k/mo), advisory fees to an ultimate sponsor affiliate ($20k + $5,250/quarter), and a $2,000/mo CFO fee. It also provides red flag risk factors regarding China-based targets (bans VIE structures), CFIUS risk, and the sponsor's ability to profit even if public shareholders lose money.

This filing is the foundational registration statement for Peace Acquisition Corp's IPO. It establishes the trust account mechanics ($10.00 per public share, 18-month deadline to complete a business combination), redemption rights, sponsor compensation and lock-up terms, and the company's search strategy (focus on Asia but excluding VIE structures). The exhibits detail the contractual relationships among the company, sponsors, underwriters, and trustee, including private placement purchases, registration rights, and indemnification. For investors, this filing governs the economic and governance terms of the SPAC and is the primary disclosure document for evaluating risks related to dilution, conflicts of interest, and the liquidation timeline.

This filing introduces a new SPAC with a $60 million trust, Asia-focused mandate but explicitly excluding VIE structures, which may limit the pool of potential targets. The nominal cost of founder shares ($0.01 vs. $10.00 public) creates significant dilution and misaligned incentives. The 18-month deadline is standard but the prohibition on VIE deals is a notable differentiator. Investors can now assess the sponsor terms, conflict-of-interest risks, and redemption mechanics.

What changed: This document IS a routine compliance exhibit—a Schedule 13G that attaches only updated Powers of Attorney—filed on behalf of THE GOLDMAN SACHS GROUP, INC. and GOLDMAN SACHS & CO. LLC. Nothing has changed regarding redemption deadlines, trust value, extension mechanics, deal progress, or sponsor conduct. The filing solely refreshes the internal roster of Attorneys-in-Fact authorized to execute SEC Rule 13f-1 or Regulation 13D-G reports for the named institutional holders. It explicitly supersedes a prior authority dated July 16, 2025, recalibrates expiration windows to July 8, 2027 and July 2, 2027 respectively, and preserves unilateral revocation rights triggered by written instrument or upon an attorney’s departure from employment or function. Why it matters: The filing contains zero assertions regarding customers, revenue streams, addressable market dimensions, commercial strategy, proprietary technology, channel partnerships, pending or threatened litigation, or executive leadership transitions. According to the document itself, executed by Scott Kilpatrick and Carey Ziegler as Attorney-in-Fact and Managing Director, the exhibit functions exclusively as a corporate housekeeping mechanism to sustain regulatory filing conduits for securities already deemed beneficially owned. For Peace Acquisition investors monitoring the 2027-08-26 search horizon, this confirms the named broker-dealer affiliates maintain standard compliance architecture without signaling a shift in capital commitment, redemption posture, or extension voting leverage. As a result, the filing carries no operational, financial, or timeline-altering weight for the SPAC.

What changed: Quarterly report (Form 10-Q) for Peace Acquisition Corp., a blank-check SPAC, for the period ended March 31, 2026, filed June 26, 2026. The filing reports pre-IPO financials as of March 31, 2026, with minimal cash ($1,025) and a working capital deficit ($242,349). The IPO was consummated after the quarter end on May 26, 2026, raising $60,000,000 in trust (plus $2,625,000 private placement), extending the deadline to August 26, 2027. The over-allotment option was terminated June 10, 2026, forfeiting 300,000 founder shares. No business combination target has been identified. Material weakness in internal controls disclosed. Going concern substantial doubt noted. Why it matters: Investors need to know the SPAC is now funded with a 15-month deadline (August 2027). Trust value is $10.05 per unit. No deal progress yet. Sponsor relationships and related-party obligations are defined. The going concern warning is now resolved post-IPO but risk remains if no deal completed. Internal control weakness warrants attention.

What changed: Form 4 (Statement of Changes in Beneficial Ownership) filed by Peace Acquisition Corp. to report a change in insider holdings. The filing reports that on 2026-06-10, Casper Holding LP (identified in the text as a 10% owner) disposed of 99,000 shares at $0 to the issuer. After the transaction, Casper Holding LP holds 660,000 shares. The document contains no updates regarding trust account balances, redemption windows, extension proposals, target due diligence status, or sponsor conduct beyond this ownership adjustment. Why it matters: As documented by the registrant, a zero-dollar transfer back to the issuer generally indicates the forfeiture or settlement of promoter, founder, or performance-contingent shares, which alters insider equity weightings without issuing new public shares or altering cash trust reserves. All numerical claims—including 99,000 shares disposed, $0 purchase price, 660,000 shares retained, and a 10% ownership classification—are attributed directly to the SEC Form 4 submission. Because the filing is limited to an administrative equity reconciliation, it does not modify the August 26, 2027 business combination deadline, existing redemption eligibility, or trust distribution mechanics. For calendar-tracking investors, the event represents an internal capital structure normalization rather than a trigger for valuation or timing adjustments.

What changed: A Schedule 13D statutory beneficial ownership report, classified as a routine compliance exhibit required under Section 13(d) of the Securities Exchange Act when an investor or group crosses a significant equity ownership threshold in a registered public company. FIRST, this document IS a Schedule 13D filing. THEN, regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the supplied excerpt contains only the document title, the accession number [0001094891-26-000239], and a system note indicating the structured holder table is absent from this XML variant. No share counts, acquisition prices, transaction dates, acquiring person identities, or purpose-of-transaction statements are listed. Consequently, the filing records zero adjustments to the 2027-08-26 redemption deadline, does not modify the stated $10.00 trust/share benchmark, announces no extension amendments, reflects no de-SPAC target selection or merger negotiation progress, and reveals no changes to sponsor behavior. THEN, regarding all other substance: because the core disclosure pages were excluded from this extract, the document contains no attributable claims regarding customers, revenue, market size, corporate strategy, technology platforms, partnership arrangements, pending litigation, or key personnel appointments. No executives, board members, or principal investors are named in the provided text to anchor any factual assertion. Why it matters: Schedule 13D filings function as the primary regulatory channel through which concentrated equity positions become visible to the market. For a SPAC operating in the SEARCHING phase with a fixed capital structure, the arrival of a complete 13D typically signals institutional accumulation that could influence future redemption elections, sponsor-side rollover discussions, or preparatory groundwork for a business combination. While this truncated excerpt confirms the filing event occurred on 2026-06-16, the omission of Item 4 (financial source and price per share), Item 6 (contractual rights), and Item 7 (filer identity) prevents verification of voting power shifts, trust liquidity pressures, or management changes. Investors tracking the 2027-08-26 timeline should obtain the unredacted version to determine whether accumulated shares exceed thresholds that require consent votes, trigger anti-dilution provisions, or alter the effective float available for redemptions prior to the deadline.

What changed: SCHEDULE 13D — beneficial ownership report. Per the provided text, the filing consists only of its title line and a system notice that a 'Structured holder table not present in this XML variant.' It reports no change in beneficial ownership percentage, does not reference Peace Acquisition’s $10 per share trust balance, the 2027-08-26 deadline, any proposed extension, merger target progress, or sponsor conduct, and contains no additional narrative. Why it matters: In SPAC investing, a Schedule 13D normally flags an entity acquiring over 5% of outstanding shares, which often precedes proxy fights, tender offer coordination, or pressure on sponsors ahead of redemptions or deSPAC transitions. Because the holder table, acquisition date, price paid, and stated purpose are entirely missing, investors cannot verify whether insiders, rivals, or financial sponsors have shifted position sizes that might affect cash-on-hand assumptions or voting leverage at the 2027-08-26 milestone. Without attributable claims, figures, or mechanism updates, it offers no actionable intelligence on redemption flows, trust preservation, or sponsor accountability.

What changed: A Form 4 (Statement of Changes in Beneficial Ownership) reporting an insider disposition to the issuer. Per the SEC filing text, reporting persons Baystar Holding Group Ltd and Zheng Fangping (identified as director, CEO, and 10% owner) disposed of 201,000 shares to the issuer at $0 on 2026-06-10. Following the transaction, the filers hold 1,542,500 shares. The filing discloses no updates to the trust account balance, extension proposals, redemption timelines, or merger target progress. All share counts, the $0 transaction price, the 2026-06-10 execution date, and the 2026-06-16 filing timestamp are sourced exclusively from this Form 4 submission. Why it matters: This submission adjusts the recorded insider/sponsor stake ahead of any potential deal timeline or extension vote, establishing a current baseline for management skin-in-the-game without altering the stated 2027-08-26 liquidation deadline. The $0 disposal to the issuer suggests a capital restructuring or warrant-related mechanism rather than open-market selling, but the filing itself provides no operational disclosures, customer metrics, revenue forecasts, or strategic commitments. Investors tracking redemption thresholds or trust utilization should monitor subsequent filings for target identification or financing amendments, as this document contains no substantive business or liquidity information.

What changed: A routine Form 8-K compliance filing accompanied by Exhibit 99.1, a corporate press release announcing the mechanical separation and listing of the issuer’s units into component securities. Peace Acquisition Corp announced via the attached press release that commencing on or about June 4, 2026, holders of units sold in the initial public offering may elect to separately trade the ordinary shares, rights, and warrants. The press release defines the mechanics: ordinary shares will trade under “PECE” with a par value of $0.000075 per share; rights will trade under “PECER,” each entitling the holder to one fifth of one ordinary share upon business combination completion; and redeemable warrants will trade under “PECEW,” each exercisable at an exercise price of $11.50 per share. Unseparated units will continue trading as “PECEU.” The press release also states the company will focus its search on businesses throughout Asia but will not undertake an initial business combination with any entity based in or with principal operations in Mainland China, Hong Kong, or Macau. Continental Stock Transfer & Trust Company is identified as the transfer agent, and investor relations contact is listed as ir@peacespac.com. Why it matters: This filing does not amend the issuer’s “SEARCHING” status or existing trust and redemption parameters. However, it fundamentally alters the liquid market structure by introducing independently tradable equity, options, and fractional conversion rights beginning June 4, 2026. The $11.50 per share warrant strike and the one-fifth-per-right conversion ratio provide defined risk/reward profiles separate from the unit structure, while the explicit prohibition on targeting entities in Mainland China, Hong Kong, or Macau constrains the sponsor’s stated Asia-focused deal funnel. Because the announcement contains no data on trust balance movements, extension voting timelines, or target identification progress, its primary effect is to reconfigure how public shareholders can express conviction or hedge exposure ahead of a future business combination.

What changed: A Form 8-K filed by Peace Acquisition Corp reporting the consummation of its initial public offering and simultaneous private placement. On May 26, 2026, the company closed its IPO of 6,000,000 units at $10.00 per unit for $60,000,000 in gross proceeds, alongside a private placement of 262,500 units to sponsor Baystar Holding Group Limited and underwriter EarlyBirdCapital, Inc. for $2,625,000. A $100,000 non-interest-bearing loan from EarlyBirdCapital was added to the trust, establishing a total trust balance of $60,300,000 and a per-share redemption value of $10.05. The filing sets a 15-month Combination Period from the closing date to execute a business combination. Why it matters: This filing locks in the mechanics governing future redemptions, confirming the $60,300,000 trust balance and $10.05 per-share payout floor. Management stated its acquisition strategy targets businesses throughout Asia, expressly excluding entities based in or operating primarily in Mainland China, Hong Kong, or Macau. Compensation and expense obligations are now active: CFO Dan (Cathy) Jiang draws $2,000 per month; affiliate Casper Holding LP may bill up to $10,000 monthly for administrative overhead; and related-party accounting services are priced at $5,250 per quarter. Additionally, early-stage operational risks are formally documented, as independent auditor UHY LLP concluded there is 'substantial doubt' about the company's ability to continue as a going concern within one year due to the absence of operating revenue and inadequate working capital to complete planned activities without further financing.

What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report, executed by eight Harraden Circle-affiliated funds and limited liability companies alongside Frederick V. Fortmiller, Jr., consenting to file their Peace Acquisition Corp. disclosure collectively under SEC Rule 13d-1(k). The filing text contains no updates to redemption windows, trust account compositions, extension motions, business combination milestones, or sponsor conduct. It is a procedural signature sheet that solely establishes coordinated regulatory reporting among the listed Harraden Circle entities and Mr. Fortmiller for their aggregated stake in the SPAC. Why it matters: While administratively standard, the document clarifies that a syndicate of Harraden Circle vehicles and Mr. Fortmiller operate as a single reporting unit for Peace Acquisition Corp. For investors monitoring a SEARCHING-stage SPAC, this mapping reveals potential voting alignment or future capital deployment channels, though the exhibit supplies no holding percentages, transaction histories, or strategic announcements. No numerical data, customer claims, technology disclosures, partnership terms, or litigation references appear in the text; consequently, the filing does not move the August 26, 2027 redemption deadline, alter trust accounting, or indicate deal progression.

What changed: A Joint Filing Agreement attached to a Schedule 13G filing regarding the Ordinary shares of Peace Acquisition Corp. Feis Equities LLC and Lawrence M. Feis agree to file the Schedule 13G statement and any future amendments jointly under Rule 13d-1(k). The document contains no data, directives, or updates regarding redemption deadlines, trust account value, extension mechanisms, business combination progress, or sponsor conduct. Why it matters: The filing confirms procedural alignment for securities reporting compliance but contains zero substantive disclosures on customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel changes. Because it exclusively addresses regulatory filing logistics for beneficial ownership disclosure, it carries no material implication for shareholder redemption windows, trust preservation, or target acquisition timelines.