Peace Acquisition Corp. 10-Q

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds On July 9, 2025, Casper Holding LP, one of our sponsors, acquired an aggregate of 2,300,000 founder shares for an aggregate purchase price of $25,000. Thereafter, it transferred certain founder shares to Baystar Holding Group Limited, our other sponsor. Prior to the initial investment in our company of $25,000 by our sponsors, we had no assets, tangible or intangible. Up to 300,000 founder shares are subject to forfeiture by our sponsors depending on the extent to which the underwriter’s over-allotment option is exercised. On June 10, 2026, the underwriter elected to terminate the over-allotment option and as a result an aggregate of 300,000 founder shares were forfeited by the Sponsors. The issuance of the foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). On May 26, 2026, the Company consummated the Initial Public Offering of 6,000,000 Units. Each Unit consists of one Ordinary Share, $0.0001 par value, of the Company, one Right, each Right entitling the holder thereof to receive one-fifth of one Ordinary Share upon the completion of the Company’s initial business combination, and one warrant to purchase one Ordinary Share for $11.50, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-290759). The registration statement was declared effective on May 14, 2026. Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “ Private Placements ”) of 262,500 units (“ Private Placement Units ”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,625,000. The Private Placement Units were purchased by the Company’s sponsors and EarlyBirdCapital, Inc., the underwriter in the IPO. The Private Placement Units are identical to the Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or securities underlying the Private Placement Units, subject to certain customary exceptions, until the completion of the Company’s initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On May 26, 2026, an aggregate of $60,300,000 has been deposited in the trust account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering ($10.05 per unit sold in the offering, including the over-allotment option). Transaction costs amounted to $1,812,486, consisting of $1,200,000 of cash underwriting fees, and $612,486 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO. For a description of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.