CORRESP Filing
AParadise Acquisition Corp.
Date: June 27, 2025 · CIK: 0001956439 · Accession: 0001213900-25-059203
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287505
Letter
A PARADISE ACQUISITION CORP.
The Sun's Group Center,
29th Floor, 200 Gloucester Road,
Wan Chai,
Hong Kong
VIA EDGAR
June 27, 2025
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Eric McPhee, Kristina Marrone, Benjamin Holt and Jeffrey Gabor
Re: A Paradise Acquisition Corp.
Registration Statement on Form S-1 Filed
May 22, 2025
File No. 333-287505
To Whom It May Concern:
On behalf of our client, A Paradise Acquisition Corp. (the " Company ," " we ," " our " or " us ") , we hereby provide a respond to the comment letter (the " Staff Letter ") received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "), on May 29, 2025, regarding the Registration Statement on Form S-1 submitted to the Commission on May 22, 2025 (the " Registration Statement "). The Company is concurrently filing Amendment No. 1 to the Registration Statement (" Amendment No. 1 ") which, among other things, responds to the Staff's comments set forth in the Staff Letter. For the Staff's convenience, we have repeated below the Staff's comments in bold, and have followed each comment with the Company's response. Except as otherwise specifically indicated, page references in our responses correspond to pages of Amendment No. 1.
Registration Statement on Form S-1 filed May 22,
Note 8 – Segment Information, page F-16
1. We note that the key measure of segment profit or loss reviewed by the CODM are general and administrative expenses. Please tell us how you determined that general and administrative expenses reflect a measure of profit or loss, and whether or not your CODM considers net loss when evaluating your single operating segment.
Response : The Company has revised Note 8 of Amendment No. 1 in response to the Staff's comment.
Part II. Information not Required in Prospectus
Item16. Exhibits and Financial Statement Schedules, page II-2
2. Please request that your auditor revise its consent in Exhibit 23.1 to reflect the report of May 22, 2025, as reflected in our report on page F-18
Response : The Auditor has revised Exhibit 23.1 of Amendment No. 1 in response to the Staff's comment.
We thank the Staff for its review of the foregoing and Amendment No. 1. If you have further comments, please feel free to contact our partner, Xiaoxi Lin, at XLin@mofo.com, or by telephone at (852) 2585 0878.
Sincerely,
/s/ Xiaoxi Lin
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CORRESP
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filename1.htm
A PARADISE ACQUISITION CORP.
The Sun's Group Center,
29th Floor, 200 Gloucester Road,
Wan Chai,
Hong Kong
VIA EDGAR
June 27, 2025
U.S. Securities
& Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street,
NE
Washington, D.C. 20549
Attn: Eric McPhee, Kristina Marrone, Benjamin Holt and Jeffrey
Gabor
Re:
A Paradise Acquisition Corp.
Registration Statement on Form S-1 Filed
May 22, 2025
File No. 333-287505
To Whom It May Concern:
On behalf of our client, A Paradise Acquisition
Corp. (the " Company ," " we ," " our " or " us ") , we hereby
provide a respond to the comment letter (the " Staff Letter ") received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission "), on May 29, 2025, regarding the Registration Statement
on Form S-1 submitted to the Commission on May 22, 2025 (the " Registration Statement "). The Company is concurrently
filing Amendment No. 1 to the Registration Statement (" Amendment No. 1 ") which, among other things, responds to the
Staff's comments set forth in the Staff Letter. For the Staff's convenience, we have repeated below the Staff's comments
in bold, and have followed each comment with the Company's response. Except as otherwise specifically indicated, page references
in our responses correspond to pages of Amendment No. 1.
Registration Statement on Form S-1 filed May 22,
2025
Note 8 – Segment Information, page F-16
1. We note that the key measure of segment profit or loss reviewed
by the CODM are general and administrative expenses. Please tell us how you determined that general and administrative expenses reflect
a measure of profit or loss, and whether or not your CODM considers net loss when evaluating your single operating segment.
Response : The Company has revised Note 8 of
Amendment No. 1 in response to the Staff's comment.
Part II. Information not Required in Prospectus
Item16. Exhibits and Financial Statement Schedules,
page II-2
2. Please request that your auditor revise its consent in
Exhibit 23.1 to reflect the report of May 22, 2025, as reflected in our report on page F-18
Response : The Auditor has revised Exhibit 23.1
of Amendment No. 1 in response to the Staff's comment.
We thank the Staff for its review
of the foregoing and Amendment No. 1. If you have further comments, please feel free to contact our partner, Xiaoxi Lin, at XLin@mofo.com,
or by telephone at (852) 2585 0878.
Sincerely,
/s/ Xiaoxi Lin
Xiaoxi Lin
Partner
cc:
Claudius Tsang, Chairman,
Chief Executive
Officer and Chief Financial Officer,
A Paradise Acquisition Corp