A Paradise Acquisition Corp-A美股招股说明书(2025-07-30版)

$200,000,000 A Paradise Acquisition Corp. 20,000,000Units A Paradise Acquisition Corp. is a blank check company incorporated in the BritishVirgin Islands (or the “BVI”) as a BVI business company with limited liability andformed for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, reorganization or similar business combination with oneor more businesses, which we refer to throughout this prospectus as our initialbusiness combination. We have not selected any business combination target and wehave not, nor has anyone on our behalf, initiated any substantive discussions,directly or indirectly, with any business combination target. We may pursue aninitial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offeringprice of $10.00 and consists of one ClassA ordinary share and one right asdescribed in more detail in this prospectus. Each right entitles the holder thereofto receive one-eighth(1/8) of one Class A ordinary share upon consummation of ourinitial business combination, so you must hold rights in multiples of 8 in order toreceive shares for all of your rights upon closing of a business combination. We willnot issue fractional shares in connection with an exchange of rights. Fractionalshares will either be rounded down to the nearest whole share or otherwise addressedin accordance with the applicable provisions of British Virgin Islands law. Theunderwriters have a 45-day option from the date of this prospectus to purchase up toan additional 3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem,regardless of whether they abstain, vote for, or vote against, our initial businesscombination, all or a portion of their ClassA ordinary shares (up to an aggregateof 15% of the shares sold in this offering for each shareholder or any other personwith whom such shareholder is acting in concert or as a “group” (as defined underSection 13 of the Securities Exchange Act of 1934, as amended), as described in moredetail in this prospectus) that are sold as part of the units in this offering, whichwe refer to collectively as our public shares, upon the completion of our initialbusiness combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusiness daysprior to the consummation of our initial business combination, including interestearned on the funds held in the trust account, less taxes payable, divided by thenumber of then outstanding public shares, subject to the limitations and on theconditions described herein.See“Summary—The Offering—Redemptionrightsfor public shareholders upon completion of our initial businesscombination”and“Summary—The Offering—Redemption of publicsharesand distribution and liquidation if no initial businesscombination”for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approvalof our initial business combination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tender offer rules, our amendedand restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person withwhom such shareholder is acting in concert or as a “group” (as defined underSection13 of the Securities Exchange Act of 1934, as amended (the“ExchangeAct”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our priorconsent. However, we would not be restricting our shareholders’ ability to vote allof their shares (including all shares held by those shareholders that hold more than15% of the shares sold in this offering) for or against our initial businesscombination.See“Summary—The Offering—Limitation on redemptionrightsof shareholders holding 15%or more of the shares sold in thisofferingif we hold shareholder vote”for further discussion on certainlimitationson redemption rights. Our sponsor, A SPACIV (Holdings) Corp., and CCM, the representative of theunderwriters, have committed to purchase an aggregate of 600,000private placementunits (or 660,000private placement units if the underwriters’ over-allotment optionis exercised in full), at a price of $10.00 per unit for an aggregate purchase price of $6,000,000 (or $6,600,000 if the underwriters’ over-allotment option is exercisedin full), in a private placement that will close simultaneously with the closing ofthis offering. Of those600,000 private placement units (or 660,000 privateplacement units if the underwriters’ over-allotment option is exercised in full),our sponsor has agreed to purchase 400,000private placement units (or430,000private placement units if the underwriters’ over-allotment option is Table of Contents exercised in full) and CCM