UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
On May 14, 2026, the Registration Statement on Form S-1 (SEC File No. 333-290759) (the “Registration Statement”) relating to the initial public offering of units of Peace Acquisition Corp, a Cayman Islands exempt company (the “Company”), was declared effective. On May 26, 2026, the Company consummated its initial public offering (the “IPO”) of 6,000,000 units (“Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), one right (“Rights”), each Right entitling its holder to receive one fifth of one Ordinary Share upon the completion of the Company’s initial business combination, and one warrant (“Warrants”), each Warrant entitling its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000.
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 sponsor, Baystar Holding Group Limited, 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 Ordinary Shares, Rights or Warrants 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.
An audited balance sheet as of May 26, 2026, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | ||
| 99.1 | Audited Balance Sheet as of May 26, 2026 | ||
| 99.2 | Press Release Announcing Consummation of IPO. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 1, 2026
| PEACE ACQUISITION CORP | ||
| By: | /s/ Fangping Zheng | |
| Name: | Fangping Zheng | |
| Title: | Chief Executive Officer | |