8-K
AParadise Acquisition Corp. (APAD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
August 22, 2025
Date of Report (Date of earliest event reported)
AParadise Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-42769 | n/a |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| The Sun’s Group Center<br><br> <br>29th Floor, 200 Gloucester Road<br><br> <br>Wan Chai<br><br> <br>Hong Kong | n/a | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
+852 9583 3199
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-eighth of one Class A ordinary share | APADU | The Nasdaq Global Market LLC |
| Class A ordinary shares, with no par value | APAD | The Nasdaq Global Market LLC |
| Rights | APADR | The Nasdaq Global Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 22, 2025, A Paradise Acquisition Corp. (the “Company”) announced that, on or about August 27, 2025, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in the Units. Each Unit consists of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share upon the consummation of an initial business combination. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “APADU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “APAD” and “APADR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated August 22, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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: August 22, 2025
| A Paradise Acquisition Corp. | |
|---|---|
| By: | /s/ Claudius Tsang |
| Name: | Claudius Tsang |
| Title: | Chief Executive Officer and Chief Financial Officer |
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Exhibit 99.1
A Paradise AcquisitionCorp.Announces the Separate Trading of its Class A Ordinary Shares and Rights,Commencing August 27, 2025
HONG KONG., August22, 2025 – A Paradise Acquisition Corp. (Nasdaq: APADU) (the “Company”) today announced that, commencing August 27, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and rights included in the units.
No fractional rights will be issued upon separation of the units and only whole rights will trade. The Class A ordinary shares and rights that are separated will trade on The Nasdaq Global Market under the symbols “APAD” and “APADR,” respectively. Those units not separated will continue to trade on The Nasdaq Global Market under the symbol “APADU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and rights.
A registration statement on Form S-1 (File No. 333-287505) (the “Registration Statement”) relating to the securities sold in the initial public offering, as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2025. The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Attention: Prospectus Department, 3 Columbus Cir, New York, NY 10019, or by email at capitalmarkets@cohencm.com, or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About A ParadiseAcquisition Corp.
A Paradise Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. A Paradise Acquisition Corp. intends to focus on businesses in the leisure and entertainment sector.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds and search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.