PECEU · Peace Acquisition Corp Ordinary Shares

Peace Acquisition Corp is a newly formed Cayman Islands blank check company with no operations, revenues, or assets beyond organizational activities and preparation for its IPO. Its sole purpose is to identify and acquire one or more operating businesses via a business combination, targeting sectors with strong growth tailwinds—financial services, artificial intelligence, and robotics—and focusing geographically on Asia while expressly excluding China. This strategic constraint reflects both regulatory caution and operational reality: key executives Fangping Zheng and Dan (Cathy) Jiang reside in China and have deep regional ties, exposing the company to potential PRC governmental oversight, even though it will not pursue Chinese targets. The offering comprises 6,000,000 units at $10.00 each, each containing one ordinary share, one right (entitling holders to 1/5 of a share upon closing), and one warrant ($11.50 strike, exercisable after 12 months from closing or 30 days post-combination). Gross proceeds total $60 million, with $60.3 million—including $2.625 million from private placement units and $100,000 EBC loan—deposited into a U.S.-based trust account at $10.05 per public share. Public shareholders may redeem their shares for cash at that amount upon business combination or, if none occurs within 15 months, upon liquidation. Sponsors acquired 2.3 million founder shares for just $25,000 ($0.011/share), creating immediate and substantial dilution—approximately 27%—to public investors. This low-cost basis creates misaligned incentives: sponsors stand to profit even if the acquired business underperforms, whereas public shareholders bear full downside risk. Financially, the company is pre-revenue and deeply unprofitable, reporting a net loss of $78,426 and a working capital deficit of $185,412 as of December 31, 2025, triggering an explicit 'going concern' qualification from its auditor. Its only assets are $1,016 in cash and deferred offering costs. The use of proceeds is sharply bifurcated: $60.3 million is ring-fenced in trust for the business combination, while $500,000 remains outside trust for overhead, due diligence, legal/accounting fees, and administrative support—including $10,000/month to Casper Holding LP and $2,000/month to CFO Jiang. Key risks go beyond standard SPAC disclosures: CFIUS scrutiny could block U.S. deals due to foreign control concerns; HFCAA and AHFCAA threaten delisting if the post-combination auditor fails PCAOB inspection for two consecutive years; and PRC regulatory unpredictability—even without a Chinese target—may disrupt deal sourcing, financing, or governance. Management’s prior SPAC experience (e.g., Bowen, AlphaVest, TenX Kean) provides credibility, but all three entities faced high redemption rates (up to 93.2%), suggesting investor skepticism toward their targets or structures. With only two executive officers and no full-time staff pre-combination, execution depends entirely on external advisors and sponsor commitment—amplified by $300,000 in sponsor loans and convertible working capital facilities up to $1.5 million. Ultimately, success hinges on identifying a defensible, non-China target in a competitive SPAC landscape where over 60% of peers remain uncombined, and where regulatory headwinds increasingly constrain cross-border dealmaking.