CORRESP Filing
AParadise Acquisition Corp.
Date: July 9, 2025 · CIK: 0001956439 · Accession: 0001213900-25-062247
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
July 9, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 30, 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 July 8, 2025, regarding Amendment No. 1 to the Registration Statement on Form S-1 submitted to the Commission on June 30, 2025 (the " Registration Statement "). The Company is concurrently filing Amendment No. 2 to the Registration Statement (" Amendment No. 2 ") 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. 2.
Amendment No. 1 to Registration Statement on Form S-1 filed June 30, 2025
Exhibits
1. Please revise your amended and restated memorandum and articles of association filed as Exhibit 3.2 to reconcile by when the company must consummate a business combination. In this regard, we note that Regulation 24.2 refers alternately to 24 months from the closing of the IPO and 15 months from the closing of the IPO. Please also revise to clarify whether the termination date may be extended by resolution of directors at the request of the initial shareholders, as we note that Regulation 24.2 appears to allow for up to two three-month extensions but your prospectus disclosure does not.
Response : The Company has filed a revised amended and restated memorandum and articles of association as Exhibit 3.2 to Amendment No. 2 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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A PARADISE ACQUISITION CORP.
The Sun's Group Center,
29th Floor, 200 Gloucester Road,
Wan Chai,
Hong Kong
VIA EDGAR
July 9, 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.
Amendment No. 1 to Registration Statement on
Form S-1
Filed June 30, 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 July 8, 2025, regarding Amendment No. 1 to the
Registration Statement on Form S-1 submitted to the Commission on June 30, 2025 (the " Registration Statement "). The
Company is concurrently filing Amendment No. 2 to the Registration Statement (" Amendment No. 2 ") 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. 2.
Amendment No. 1 to Registration Statement on Form
S-1 filed June 30, 2025
Exhibits
1. Please revise your amended and restated memorandum and articles of association filed as Exhibit 3.2 to
reconcile by when the company must consummate a business combination. In this regard, we note that Regulation 24.2 refers alternately
to 24 months from the closing of the IPO and 15 months from the closing of the IPO. Please also revise to clarify whether the termination
date may be extended by resolution of directors at the request of the initial shareholders, as we note that Regulation 24.2 appears to
allow for up to two three-month extensions but your prospectus disclosure does not.
Response : The Company has filed a revised
amended and restated memorandum and articles of association as Exhibit 3.2 to Amendment No. 2 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