{"url_path":"/sec/cik-0002088626/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Financial Statements**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/2088626/0001493152-26-030307-index.html","accession_number":"0001493152-26-030307","cik":"0002088626","ticker":null,"issuer_name":"Peace Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088626/0001493152-26-030307-index.html","primary_entity_key":"0002088626","primary_entity_name":"Peace Acquisition Corp."},"word_count":5428,"has_tables":true,"body_markdown":"**Item\n1 – Financial Statements**\n\n \n\n**PEACE\nACQUISITION CORP**\n\n**BALANCE\nSHEETS**\n\n** **\n\n  \n\n**March 31, 2026**\n\n**(Unaudited)**\n  \nDecember 31,\n2025 \n\n  \n   \n  \n\nASSETS \n    \n   \n\nCash \n$1,025  \n$1,016 \n\nPrepaid expenses \n 22,946  \n 23,928 \n\nTotal current assets \n 23,971  \n 24,944 \n\nDeferred offering costs \n 219,536  \n 218,986 \n\nTotal assets \n$243,507  \n$243,930 \n\n  \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ EQUITY \n    \n   \n\n  \n    \n   \n\nAccrued expenses - related party \n$10,000  \n$10,000 \n\nAccrued offering costs and expenses \n \n1,800\n  \n \n31,968\n \n\nDue to related parties \n 254,520  \n 168,388 \n\nTotal current liabilities \n 266,320  \n 210,356 \n\nTotal liabilities \n 266,320  \n 210,356 \n\n  \n    \n   \n\nShareholders’ Equity: \n    \n   \n\nPreference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding \n —  \n — \n\nOrdinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,475,000 shares issued and outstanding at March 31, 2026 and December 31, 2025(1) \n 248  \n 248 \n\nAdditional paid-in capital \n 111,752  \n 111,752 \n\nAccumulated deficit \n (134,813) \n (78,426)\n\n  \n    \n   \n\nTotal shareholders’ equity (deficit) \n (22,813) \n 33,574 \n\nTotal Liabilities and Shareholders’ Equity \n$243,507  \n$243,930 \n\n \n\n(1)\nIncludes an\naggregate of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the\nunderwriter (See Note 5 and 7).\n\n \n\nThe\naccompanying notes are an integral part of the unaudited financial statements.\n\n \n\n2\n\n \n\n** **\n\n**PEACE\nACQUISITION CORP**\n\n**STATEMENT\nOF OPERATIONS**\n\n**(UNAUDITED)**\n\n** **\n\n  \nFor The\n\nThree Months Ended\nMarch 31, 2026 \n\n  \n  \n\nFormation and operating costs \n$56,396 \n\nLoss from operations \n (56,396)\n\n  \n   \n\nOther Income \n   \n\nBank interest income \n 9 \n\nTotal other income \n 9 \n\n  \n   \n\nNet loss \n$(56,387)\n\n  \n   \n\nBasic and diluted weighted average ordinary shares outstanding (1) \n 2,175,000 \n\nBasic and diluted net loss per ordinary shares \n$(0.03)\n\n** **\n\n(1)\nExcludes an\naggregate of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the\nunderwriter (See Note 5 and 7).\n\n \n\nThe\naccompanying notes are an integral part of the unaudited financial statements.\n\n \n\n3\n\n \n\n \n\n**PEACE\nACQUISITION CORP**\n\n**STATEMENT\nOF CHANGES IN SHAREHOLDERS’ EQUITY**\n\n**(UNAUDITED)**\n\n** **\n\n  \n**Shares(1)**  \nAmount  \nCapital  \nDeficit  \nEquity \n\n  \nOrdinary\nShares  \nAdditional\n\nPaid-in  \nAccumulated  \nShareholders’ \n\n  \n**Shares(1)**  \nAmount  \nCapital  \nDeficit  \nEquity (Deficit) \n\nBalance as of\nDecember 31, 2025 \n 2,475,000  \n$248  \n$111,752  \n$(78,426) \n$33,574 \n\nNet loss \n -  \n -  \n -  \n (56,387) \n (56,387)\n\n  \n    \n    \n    \n    \n   \n\nBalance\nas of March 31, 2026 \n 2,475,000  \n$248  \n$111,752  \n$(134,813) \n$(22,813)\n\n \n\n(1)\nIncludes an\naggregate of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the\nunderwriter (See Note 5 and 7).\n\n** **\n\nThe\naccompanying notes are an integral part of the unaudited financial statements.\n\n \n\n4\n\n \n\n \n\n**PEACE\nACQUISITION CORP**\n\n**STATEMENT\nOF CASH FLOWS**\n\n**(UNAUDITED)**\n\n** **\n\n  \nFor the\n\nThree Months Ended\n\nMarch 31, 2026 \n\nCash flows from operating activities: \n   \n\nNet loss \n$(56,387)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n   \n\nAccrued offering costs and expenses \n (27,169)\n\nPrepaid expenses \n 982 \n\nNet cash used in operating activities \n (82,574)\n\nCash flows from financing activities: \n   \n\nProceeds from advances from related parties \n 86,133 \n\nPayment of deferred offering costs \n (3,550)\n\nNet cash provided by financing activities \n 82,583 \n\nNet change in cash \n 9 \n\nCash at beginning of period \n 1,016 \n\nCash at the end of period \n$1,025 \n\n** **\n\nThe\naccompanying notes are an integral part of the unaudited financial statements.\n\n \n\n5\n\n \n\n** **\n\n**PEACE\nACQUISITION CORP**\n\n**Notes\nto the financial statements (****UNAUDITED)**\n\n \n\n**NOTE\n1 — ORGANIZATION AND BUSINESS OPERATIONS**\n\n \n\nPeace\nAcquisition Corp (the “Company”) was incorporated in the Cayman Islands on June 24, 2025. The Company was formed for the\npurpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination\nwith one or more businesses (the “Business Combination”).\n\n \n\nThe\nCompany is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early\nstage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth\ncompanies.\n\n \n\nThe\nCompany’s sponsors are Baystar Holding Group Limited, a British Virgin Islands company, and Casper Holding LP, a Delaware limited\npartnership (the “Sponsors”). As of March 31, 2026, the Company had not commenced any operations. All activity for the period\nfrom June 24, 2025 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (“IPO”),\nwhich is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination,\nat the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.\nThe Company has selected December 31 as its fiscal year end.\n\n \n\nThe\nregistration statement for the Company’s IPO became effective on May 14, 2026. On May 26, 2026, the Company consummated the IPO\nof 6,000,000 units (the “Units” and, with respect to the ordinary share included in the Units being offered, the “Public\nShares”) at $10.00 per Unit (or 6,900,000 Units if the underwriter’s over-allotment option is exercised in full), and the\nsale of 262,500 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in private placements\nto the Sponsors that was closed simultaneously with the IPO.\n\n \n\nTransaction\ncosts amounted to $1,812,486, consisting of $1,200,000 of cash underwriting fees, and $612,486 of other offering costs. These costs were\ncharged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion\nof the IPO.\n\n \n\nThe\nCompany will have until 15 months from May 26, 2026, the closing of the IPO, to consummate a Business Combination (the\n“Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period,\nthe Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more\nthan ten business days thereafter, redeem 100% of the Public Shares (the holders of the Public Shares, including the Company’s\ninitial shareholders and/or members of its management team to the extent they purchase Public Shares, are referred to as the\n“Public Shareholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the\nTrust Account, including interest earned and not previously released to pay taxes, if any, or for working capital requirements (less\ncertain amount of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which\nredemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further\nliquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval\nof the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the\nCompany’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable\nlaw.\n\n \n\n**Going\nConcern Consideration**\n\n \n\nAs\nof March 31, 2026, the Company had $1,025 in its operating bank account, and working capital deficit of $242,349. Further, the Company has incurred\nand expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business Combination.\n\n \n\n6\n\n \n\n \n\nIn\nconnection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s\nAccounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue\nas a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability\nto continue as a going concern within one year after the date that the financial statement is issued. In addition, if the Company\nis unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence\na voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate\na Business Combination will be successful within the Combination Period. As a result, management has determined that such additional\ncondition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does\nnot include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**NOTE\n2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof Presentation**\n\n \n\nThe\naccompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of\nAmerica (“US GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements\nas of March 31, 2026 and for the three months then ended, have been prepared in accordance with GAAP and the rules of the SEC. In the\nopinion of management, all adjustments (consisting of normal accruals), considered for a fair presentation have been included. The unaudited\nfinancial statements should be read in conjunction with the Company’s audited financials included in Form S-1 filing. The interim\nresults are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim\nperiods.\n\n \n\n**Emerging\nGrowth Company**\n\n \n\nThe\nCompany is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities\nAct”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take\nadvantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging\ngrowth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation\nrequirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic\nreports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and\nshareholder approval of any golden parachute payments not previously approved.\n\n \n\nFurther,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of\nsuch extended transition period which means that when a standard is issued or revised and it has different application dates for public\nor private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies\nadopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which\nis neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult\nor impossible because of the potential differences in accounting standards used.\n\n \n\n**Use\nof Estimates**\n\n \n\nThe\npreparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions\nthat affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial\nstatements and the reported amounts of expenses during the reporting period.\n\n \n\nMaking\nestimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of\na condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating\nits estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ\nsignificantly from those estimates.\n\n \n\n7\n\n \n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nThe\nCompany considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.\nThe Company had $1,025 in cash and no cash equivalents as of March 31, 2026.\n\n \n\n**Deferred\nOffering Costs**\n\n \n\nDeferred\noffering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet\ndate that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. As of\nMarch 31, 2026 and December 31, 2025, the Company had deferred offering costs of $219,536 and $218,986, respectively.\n\n \n\n**Share-Based\nCompensation Expense**\n\n** **\n\nThe\nCompany account for share-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC\n718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant\ndate and recognized over the requisite service period. To the extent a share-based award is subject to a performance condition, the amount\nof expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with\ncompensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.\n\n  \n\n**Income\nTaxes**\n\n \n\nThe\nCompany follows the asset and liability method of accounting for income taxes under ASC 740, “*Income Taxes*.” Deferred\ntax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial\nstatements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are\nmeasured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to\nbe recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period\nthat included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected\nto be realized.\n\n \n\n8\n\n \n\n \n\nASC\n740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions\ntaken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be\nsustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits\nas income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026.\nThe Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation\nfrom its position.\n\n \n\nThere\nis currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,\nincome taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.\n\n \n\n**Net\nLoss per Ordinary Share**\n\n \n\nNet\nloss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding\nordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 300,000 ordinary shares\nthat are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Notes 5 and 7). At March 31, 2026,\nthe Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary\nshares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the\nperiod presented.\n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\nfair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “*Fair Value\nMeasurement*,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.\n\n \n\n**Recent\nAccounting Standards**\n\n \n\nManagement\ndoes not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect\non the Company’s financial statement.\n\n \n\n**NOTE\n3 — INITIAL PUBLIC OFFERING**\n\n \n\nPursuant\nto the IPO, the Company sold 6,000,000 Units (or 6,900,000 Units if the underwriter’s over-allotment option is exercised in full)\nat a price of $10.00 per Unit. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (“Ordinary\nShares”), one right (“Rights”), each Right entitling its holder to receive one fifth of one Ordinary Share upon the\ncompletion of the Company’s initial business combination, and one warrant (“Warrants”), each Warrant entitling\nits holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment. In addition, the Company paid the underwriter\na cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate (or $1,380,000 in the aggregate if the underwriter’s\nover-allotment option is exercised in full), at the closing of the IPO. On June 10, 2026, the underwriter elected to terminate their over-allotment option.\n\n \n\n**NOTE\n4 — PRIVATE PLACEMENTS**\n\n \n\nSimultaneously\nwith the closing of the IPO, the Company consummated the private sale of 262,500 Private Placement Units, where 202,500 Units was purchased\nby Sponsor and 60,000 by EarlyBirdCapital, Inc., the sole underwriter in the IPO (“EBC”). Each Unit consists of one ordinary share (“Private Shares”), one right (“Private Right”)\nto receive one-fifth (1/5) of one ordinary share upon consummation of the Company’s initial Business Combination, and one warrant to purchase one ordinary share at an exercise price of $11.50 per share. The proceeds from the sale of the Private Placement\nUnits were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination\nwithin the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund\nthe redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying\nsecurities) will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.\nThe Private Placement Units are identical to the Units sold in the IPO.\n\n \n\n9\n\n \n\n \n\n**NOTE\n5 — RELATED PARTIES**\n\n \n\n**Founder\nShares and EBC Founder Shares**\n\n \n\nOn\nJuly 9, 2025, the Sponsors received 2,300,000 of the Company’s ordinary shares in exchange for $25,000 paid for deferred offering\ncosts borne by the Sponsors. Up to 300,000 of such founder shares are subject to forfeiture to the extent that the underwriter’s\nover-allotment is not exercised in full. On June 10, 2026, EBC elected to terminate the over-allotment option and as a result an aggregate of 300,000 founder shares were forfeited\nby the Sponsors.\n\n \n\nOn\nAugust 2, 2025, the Company issued to EBC 175,000 founder shares (“EBC founder shares”) for a purchase price of $0.011 per\nshare and an aggregate purchase price of $1,902. The EBC founder shares are deemed to be underwriter’s compensation by FINRA pursuant\nto Rule 5110 of the FINRA Manual. The Company estimated the fair value of the EBC founder shares to be approximately $87,000 or $0.50\nper share using the Black-Scholes option pricing model. The Company accounted for the difference between the par value and fair value\nof the shares as deferred offering cost.\n\n \n\nThe\nfair value of the EBC founder shares was estimated at August 2, 2025. The Company used the following assumptions to estimate the fair\nvalue of EBC founder shares using Level 3 fair value measurements inputs at the measurement date:\n\n SCHEDULE\nOF FAIR VALUE MEASUREMENTS INPUTS\n\nTime to expiration \n 2.7 \n\nRisk-free rate \n 3.7%\n\nVolatility \n 10.0%\n\nDividend yield \n 0.0%\n\nProbability of completion of business combination \n 5.0%\n\n \n\nThe\nSponsors have agreed, subject to limited exceptions, the founder shares will not be transferred, assigned, sold or released from escrow\nuntil six months after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business\ncombination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our\nshareholders having the right to exchange their shares for cash, securities or other property.\n\n \n\nEBC\nhas also agreed that the EBC founder shares cannot be sold, transferred or assigned (except to the same permitted transferees as the\nfounder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares\nmust agree to, each as described herein) until the consummation of an initial business combination.\n\n \n\n**Due\nto Related Parties**\n\n \n\nThe\nSponsors paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest\nbearing. For three months ended March 31, 2026, the Sponsors paid $86,132 on behalf of the Company. As of March 31, 2026 and December\n31, 2025, the amount due to the related parties was $254,520 and 168,388, respectively.\n\n \n\n**Promissory\nNote – Related Party**\n\n \n\nOn\nSeptember 5, 2025, the Company issued an unsecured promissory note to Casper Holding LP, one of the Sponsors (the “Promissory Note”),\npursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing\nand payable on the earlier of (i) June 30, 2026, (ii) the date on which the Company consummates an initial public offering of its securities\n(“IPO”) or (iii) the date on which the Company determines to not proceed with such IPO. As of March 31, 2026 and December\n31, 2025, there was no amount outstanding under the Promissory Note.\n\n \n\n**Initial\nAccounting Service Fee**\n\n \n\nThe\nCompany has engaged Ascendant Global Advisors Inc., an affiliate of Casper Holding LP, to assist in including the preparation of financial\nstatements and other accounting consulting services.\n\n \n\n10\n\n \n\n \n\nDuring\nthe period from June 24, 2025 (inception) through December 31, 2025, a service fee of $10,000 has been incurred under accrued expenses –\nrelated party. An additional service fee of $10,000 has been incurred upon filing the Form 8-K disclosing the consummation of the IPO.\n\n \n\n**NOTE\n6 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Registration\nRights**\n\n \n\nThe\nholders of the Founder Shares, EBC Founder Shares, Private Placement Units and Units that may be issued upon conversion of working capital\nloans (and all underlying securities) are entitled to registration rights pursuant to a Registration Rights Agreement executed in connection\nwith the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to\nthree demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain\n“piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination\nand rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the\nregistration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration\nstatement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear\nthe expenses incurred in connection with the filing of any such registration statements.\n\n \n\n**Underwriting\nAgreement**\n\n \n\nThe\nCompany granted the underwriter a 45-day option from the date of Initial Proposed Public Offering to purchase up to 900,000 additional\nUnits to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The Company believes the fair\nvalue of this option is immaterial.\n\n \n\nIn\naddition, if EBC introduces the target business with which the Company completes a Business Combination, a fee equal to 1% of the total\nconsideration payable in such Business Combination. EBC will also provide advisory services in connection with the Business Combination,\nwhich may include assisting the Company in meetings with shareholders, introducing the Company to potential investors, and supporting\nthe Company with required public filings, for a fee equal to 3.5% of the gross proceeds of the offering, of which 1.5% is payable in\ncash and 2.0%, at the Company’s option, may be payable in convertible notes. These additional fees will only be payable upon the\nsuccessful completion of a Business Combination and will not be due if no Business Combination is consummated.\n\n \n\n**Accounting\nService Agreement**\n\n \n\nThe\nCompany has engaged Ascendant Global Advisors Inc., an affiliate of Casper Holding LP, to assist in preparing quarterly and annual financial\nstatements commencing following the consummation of the IPO. The Company has agreed to pay for these services at a fixed quarterly rate\nof $5,250 each quarter.\n\n \n\n**Risks\nand Uncertainties**\n\n \n\nThe\nUnited States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the\nongoing Russia-Ukraine conflict and the Israel-Hamas conflict. Although the length and impact of the ongoing conflicts are highly unpredictable,\nthey could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply\nchain interruptions. Any of the above-mentioned factors could adversely affect the Company’s search for an Initial Business Combination.\nThe financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Compensation\nto the Company’s Management**\n\n** **\n\nThe\nCompany pays Dan (Cathy) Jiang, our Chief Financial Officer, $2,000 per month for serving in such capacity with us commencing upon consummation\nof the IPO.\n\n \n\n11\n\n \n\n \n\n**Administration\nFee**\n\n \n\nCommencing\non the date the Company’s securities are first listed on the Nasdaq Capital Market, Casper Holding LP is allowed to charge the\nCompany an allocable share of its overhead, up to $10,000 per month to the close of the Business Combination, to compensate it for the\nCompany’s use of its office, utilities and personnel.\n\n \n\n**Redemption\nObligations**\n\n \n\nIf\nthe Company is unable to complete its Business Combination within the Combination Period, the Company will redeem 100% of the public\nshares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest\nearned on the funds held in the Trust Account and not previously released to pay taxes, less up to $100,000 of interest to pay liquidation\nand dissolution expenses, divided by the number of then outstanding public shares, subject to applicable law.\n\n \n\nThe\nCompany may hold a shareholder vote at any time to amend its amended and restated memorandum and articles of association to modify the\ntime period to consummate a Business Combination or the terms of the redemption obligation. In such case, shareholders will be given\nthe opportunity to redeem their shares in connection therewith.\n\n \n\n**Convertible\nWorking Capital Loans**\n\n \n\nIn\nconnection with the initial business combination, the Company may obtain working capital loans from the Sponsors and the Company’s\nofficers, directors and affiliates to finance transaction costs. Up to $1,500,000 of such loans may, at the option of the lenders, be\nconverted into Private Placement Units at a price of $10.00 per unit.\n\n \n\n**NOTE\n7 — SHAREHOLDERS’ EQUITY**\n\n \n\n**Preferred\nShares** — The Company is authorized to issue 2,000,000 shares of preferred shares with a par value of $0.0001 per share\nwith such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of\ndirectors. As of March 31 2026, there were no shares of preferred shares issued or outstanding.\n\n \n\n**Ordinary\nShares** — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders\nof ordinary shares were entitled to one vote for each share.\n\n \n\nAs\nof March 31, 2026, there were 2,475,000 ordinary shares issued and outstanding, of which an aggregate of up to 300,000 ordinary shares\nare subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part.\n\n \n\n**Rights**— Except in cases where the Company is not the surviving company in a business combination, each holder of a public or\nprivate right will automatically receive one-fifth (1/5) of one ordinary share upon consummation of the initial business combination.\nThe Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down\nto the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company\nis not the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively\nconvert his, her or its rights in order to receive the one-fifth (1/5) of one ordinary share underlying each right upon consummation\nof the business combination. If the Company is unable to complete the initial business combination within the required time period and\nthe Company will redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds\nfor their rights and the rights will expire worthless.\n\n \n\n**Warrants**— Each Unit also includes one warrant. Each whole warrant entitles the holder to purchase one ordinary share\nat an exercise price of $11.50 per share, subject to adjustment. The warrants become exercisable on the later of (i) 30 days after the\ncompletion of the Company’s Initial Business Combination and (ii) 12 months from the closing of the IPO, and will expire five years\nafter the completion of the Initial Business Combination, or earlier upon redemption or liquidation. Once the warrants become exercisable,\nthe Company may redeem the outstanding warrants in whole (and not in part), at a price of $0.01 per warrant, if the last sale price of\nthe Company’s ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending\nthree business days before the Company sends the notice of redemption to the warrant holders.\n\n \n\n12\n\n \n\n \n\n**NOTE\n8 — SEGMENT INFORMATION**\n\n \n\nASC\nTopic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about\noperating segments, products and services, geographic areas, and major customers. Operating segments are defined as components of an\nenterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision\nmaker, or group, in deciding how to allocate resources and assess performance.\n\n \n\nThe\nCompany’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the\noperating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,\nmanagement has determined that the Company only has one operating segment.\n\n \n\n**NOTE\n9 — SUBSEQUENT EVENTS**\n\n \n\nThe\nCompany evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement\nwas issued. Based upon this review, the Company identify below subsequent events:\n\n \n\nOn\nApril 9, 2026, the Company made the following changes to the terms of the offering:\n\n \n\n**Warrants.**\nThe Company amended the terms of the offering to include one (1) redeemable warrant in each unit, entitling the holder to purchase one\nordinary share at $11.50 per share. The warrants will become exercisable on the later of (i) 30 days after the completion of the Company’s\ninitial business combination and (ii) 12 months from the closing of this offering, and will expire five years thereafter or earlier upon\nredemption or liquidation. Once the units begin separate trading, the warrants are expected to be listed on Nasdaq under the symbol “PECEW.”\n\n \n\n**Amended\nPrivate Placement.** The Company amended the terms of the private placement to increase the Sponsors’ private unit purchases\nfrom 192,500 to 202,500 units, while EBC’s purchase of 60,000 private units remains unchanged. In aggregate, the Sponsors and EBC\nwill purchase 262,500 private units at $10.00 per unit for total proceeds of $2,625,000 (increased from $2,525,000). Our sponsors and\nEBC have also agreed that if the over-allotment option is exercised by the underwriter in full or in part, they and/or their designees\nwill purchase from us up to an additional 22,500 private units (17,357 private units to be purchased by our sponsors and 5,143 private\nunits to be purchased by EBC or its designees) on a pro rata basis at a price of $10.00 per unit in an amount that is necessary to maintain\nin the trust account $10.05 per unit sold to the public in this offering.\n\n \n\n**EBC\nLoan.** EBC has agreed to lend the Company $100,000 as of the closing date of this offering at no interest. The proceeds of the EBC\nloan will be added to the trust account in order to ensure that the amount initially deposited in the trust account is $10.05 per unit\nsold to the public in this offering. If the Company do not complete an initial business combination, the Company will not repay the EBC\nloan from amounts held in the trust account, and its proceeds will be used to fund the redemption of our public shares (subject to the\nrequirements of applicable law).\n\n \n\nOn\nMay 26, 2026, the Company consummated the IPO of 6,000,000 units (the “Units” and, with respect to the ordinary share included\nin the Units being offered, the “Public Shares”) at $10.00 per Unit (or 6,900,000 Units if the underwriter’s over-allotment\noption is exercised in full), and the sale of 262,500 Units (the “Private Placement Units”) at a price of $10.00 per Private\nPlacement Unit in private placements to the Sponsors that was closed simultaneously with the IPO. On June 10, 2026, EBC elected to terminate the over-allotment option and as a result an aggregate of 300,000 founder\nshares were forfeited by the Sponsors.\n\n \n\n13"}