| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 05/21/2026 | 3. Issuer Name and Ticker or Trading Symbol
Peace Acquisition Corp. [ PECE ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 1,743,500(1) | I | By Baystar Holding Group Limited(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Rights | (3) | (3) | Ordinary Shares | 40,500 | (3) | I | By Baystar Holding Group Limited(2) |
| Warrants | (4) | (5) | Ordinary Shares | 202,500(6) | $11.5 | I | By Baystar Holding Group Limited(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Includes (i) 202,500 shares contained within units that Baystar Holding Group Limited has irrevocably agreed to purchase at the closing of the Issuer's initial public offering (the "IPO") and (ii) 201,000 shares subject to forfeiture in the event the underwriters of the IPO do not exercise their overallotment option. Does not include an additional 17,357 shares contained within units that Baystar Holding Group Limited has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their over-allotment option. |
| 2. Fangping Zheng is the sole director and shareholder of Baystar Holding Group Limited |
| 3. Represents 202,500 rights contained within units that Baystar Holding Group Limited has irrevocably agreed to purchase at the closing of the IPO. Does not include an additional 17,357 rights contained within units that Baystar Holding Group Limited has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their over-allotment option. Each right will convert automatically into 1/5 of one ordinary share at the closing of an initial business combination by the Issuer. The rights do not have an expiration date. |
| 4. Each warrant will become exercisable at the later of 12 months from the closing of the IPO and 30 days after the completion of the Issuer's initial business combination. |
| 5. Each warrant will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. |
| 6. Does not include up to an additional 17,357 ordinary shares underlying warrants contained within units that the reporting person has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their over-allotment option. |
| /s/ Fangping Zheng | 05/21/2026 | |
| /s/ Baystar Holding Group Limited by Fangping Zheng | 05/21/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||