SecProbe.io

CORRESP
 1
 filename1.htm

 July 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eric McPhee, Kristina Marrone, Benjamin Holt, and Jeffrey
Gabor

 Re:
 A Paradise Acquisition Corp. ("Company")

 Registration Statement on Form S-1

 File No. 333-287505

 Dear Mr. Park:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), Cohen and Company Capital Markets ,
a division of Cohen & Company Securities, LLC, as representative of the underwriters, hereby joins the
request of the Company that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 4:00
p.m. (Washington, D.C. time) on July 29, 2025, or as soon as practicable thereafter.

 In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as "e-red"
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

 Sincerely,

 Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director, Head of CCM

CORRESP
 1
 filename1.htm

 A PARADISE ACQUISITION CORP.

 The Sun's Group Center

 29th Floor, 200 Gloucester Road

 Wan Chai,

 Hong Kong

 July 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction

 100 F Street, N.E.
 Washington, DC 20549

 Attention:
 Eric McPhee

 Kristina Marrone

 Benjamin Holt

 Jeffrey Gabor

 Re:
 A Paradise Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333-287505

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended (the "Securities Act"), A Paradise Acquisition Corp. (the "Company") hereby requests that the
effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will
become effective under the Securities Act at 4:00 p.m. (New York City time) on July 29, 2025 or as soon thereafter as practicable or at
such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission. In this regard, the Company is aware of its obligations under the Securities Act.

 Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Morrison & Foerster LLP, by calling John Owen at (212) 468-8036 and
Xiaoxi Lin at +852 2585 0878. The Company hereby authorizes Mr. Owen and Mr. Lin to orally modify or withdraw this request for acceleration.

 Very truly yours,

 A Paradise Acquisition Corp.

 By:
 /s/ Claudius Tsang

 Name:
 Claudius Tsang

 Its:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Claudius Tsang
Chief Executive Officer, Chief Financial Officer and Chairman
A Paradise Acquisition Corp.
The Sun s Group Center
29th Floor, 200 Gloucester Road
Wan Chai, Hong Kong

 Re: A Paradise Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed June 30, 2025
 File No. 333-287505
Dear Claudius Tsang:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
 July 8, 2025
Page 2

 Please contact Eric McPhee at 202-551-3693 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Xiaoxi Lin, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

Claudius Tsang
Chief Executive Officer, Chief Financial Officer and Chairman
A Paradise Acquisition Corp.
The Sun s Group Center
29th Floor, 200 Gloucester Road
Wan Chai, Hong Kong

 Re: A Paradise Acquisition Corp.
 Registration Statement on Form S-1
 Filed May 22, 2025
 File No. 333-287505
Dear Claudius Tsang:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed May 22, 2025
Note 8 - Segment Information, page F-16

1. We note that the key measures 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.
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
 date of May 22, 2025, as reflected in their report on page F-18.
 May 29, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eric McPhee at 202-551-3693 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Xiaoxi Lin, Esq.
</TEXT>
</DOCUMENT>

November 19, 2024
Claudius Tsang
Chief Executive Officer, Chief Financial Officer and Chairman
A Paradigm Acquisition Corp.
The Sun’s Group Center, 29th Floor
200 Gloucester Road
Wan Chai, Hong Kong
Re:A Paradigm Acquisition Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted October 23, 2024
CIK No. 0001956439
Dear Claudius Tsang:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our March 27, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 filed October 23, 2024
Cover Page
1.We note the indirect purchase of non-voting interests by the non-voting sponsors
investors. Please revise to clarify whether the indirect purchase of private placement
warrants by non-voting sponsors investors is conditioned upon their purchase of units
in the offering, or vice versa. Also, please revise to disclose the maximum percentage
of the offering that could be purchased in the aggregate by the non-voting sponsors
investors.

November 19, 2024
Page 2
Summary
Our Founder's Experience, page 3
2.With respect to the de-SPAC transactions with MultiMetaVerse and NewGenIVF,
please revise to disclose additional information regarding the de-SPAC transactions,
including the financing needed for the transactions and the level of redemptions. With
respect to A SPAC II and III, please revise to highlight any potential target business
industry overlap with yours, A SPAC II's original termination date, the new extended
termination date, and the amount remaining in the trust account. In addition, revise
your disclosure here to discuss the high level of competition you may face in pursuing
business combination transaction candidates and also explain that the competition
may negatively impact the acquisition terms you are able to negotiate.
Initial Business Combination, page 6
3.We note your disclosure that you will obtain an opinion from an independent
accounting firm or independent investment banking firm if the target is affiliated with
your sponsor, officers, or directors.  Please revise your disclosure to clarify, if true,
that a target business affiliated with a non-voting sponsor investors would not be
considered an affiliated entity.
Sponsor Information, page 14
4.Please revise to clarify, as of the most recent practicable date, the persons who have
direct and indirect material interests in the SPAC sponsor, as well as the nature and
amount of their interests. See Item 1603(a)(7) of Regulation S-K.
5.We note the disclosure here and elsewhere that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement warrants or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
The Offering, page 20
6.Please revise each subsection where you discuss voting requirements, and elsewhere
as appropriate, to clarify the potential impact of non-voting sponsor investors on
approving a business combination. In this regard, we note the disclosure on page
88 that you would not need any additional public shares sold in this offering to be
voted in favor of your initial business combination in the event that the non-voting
sponsor investors purchase the full amount of units.

November 19, 2024
Page 3
Anticipated expenses and funding sources, page 32
7.Please revise this section or include a new section within the Summary under an
appropriate subsection to provide a more comprehensive discussion regarding whether
you have any plans to seek additional financing and how such financings may impact
unaffiliated security holders, as required by Item 1602(b)(5) of Regulation S-K.
Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419
Election to remain an investor, page 181
8.We note your disclosure that if shareholder approval is sought for the initial business
combination, you expect that a final proxy statement would be mailed to shareholders
at least 10 days prior to the shareholder vote. Please revise to reconcile this disclosure
with Rule 14a-6, which requires that the proxy statement of a special purpose
acquisition company and relating to a de-SPAC transaction must be distributed to
security holders no later than the lesser of 20 calendar days prior to the shareholder
meeting date or the maximum number of days permitted for disseminating the proxy
statement under the applicable laws of the jurisdiction of incorporation or
organization.
Principal Shareholders, page 199
9.Please revise the table to include the correct name of the sponsor.
Signatures, page II-5
10.Please identify the principal accounting officer or controller. In addition, please revise
your signatures to include at least a majority of the board of directors on the effective
date, or, if your director nominees will become directors after effectiveness or upon
closing, please revise to specifically clarify. See Instructions to Signatures for Form
S-1.
            Please contact Eric McPhee at 202-551-3693 or Kristina Marrone at 202-551-3429 if
you have questions regarding the financial statements and related matters. Please contact
Ronald (Ron) E. Alper at 202-551-3329 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey C. Cohen

United States securities and exchange commission logo
March 27, 2023
Claudius Tsang
Director and Chief Executive Officer
A Paradigm Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore 018983
Re:A Paradigm Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 14, 2023
CIK No. 0001956439
Dear Claudius Tsang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed March 14, 2023
Cover Page
1.We note that your definition of China and the PRC excludes Hong Kong, Macau and
Taiwan.  Please clarify that all the legal and operational risks associated with having
operations in the People’s Republic of China also apply to operations in Hong Kong and
Macau.  In this regard, please ensure that your disclosure does not narrow risks related to
operating in the PRC to mainland China only.  Where appropriate, you may describe PRC
law and then explain how commensurate laws in Hong Kong and Macau differs from PRC
law and describe any risks and consequences to the company associated with those laws.

 FirstName LastNameClaudius Tsang
 Comapany NameA Paradigm Acquisition Corp.
 March 27, 2023 Page 2
 FirstName LastNameClaudius Tsang
A Paradigm Acquisition Corp.
March 27, 2023
Page 2
Summary
Leadership of an Experienced Management Team, page 3
2.Please disclose Mr. Yu-Ping Edward Tsai's business experience during the past five
years.  See Item 401(e) of Regulation S-K.
Risk Factors, page 44
3.We note that the discussion of risk factors is longer than 15 pages. Please include in the
forepart of the prospectus, as applicable, a series of concise, bulleted or numbered
statements that is no more than two pages summarizing the principal factors that make an
investment in the registrant or offering speculative or risky. See Item 105(b) of Regulation
S-K.
We may issue our shares to investors in connection with our initial business combination..., page
75
4.We note your response to prior comment 4 and reissue in part.  We note that potential
PIPE transactions are meant to enable you to provide sufficient liquidity to the post-
business combination entity or provide opportunities for enhanced return on investment to
investors in return for funds facilitating the sponsor’s completion of the business
combination or providing sufficient liquidity.  Clearly disclose their impact to you and
investors, including that the arrangements result in costs particular to the de-SPAC
process that would not be anticipated in a traditional IPO.
Enforcement of Civil Liabilities, page 111
5.We note your response to prior comment 6.  Please also revise your disclosure on page
111 to address prior comment 6.  In addition, we also note that four director nominees,
Brian Yun, Prescille Chu Cernosia, Yu-Ping Edward Tsai, and Eric Tzu-yang Huang, will
serve from the effective date of the registration statement.  Please expand your disclosures
on pages 12, 62, 103, 104, and 111 to identify each director nominee located in China or
Hong Kong.
Capitalization, page 119
6.We have reviewed your response to comment 7, and it appears that the third to last
sentence of the 2nd paragraph is incomplete.  As such, we reissue the previous comment.
Additionally, to the extent your response indicates that the disclosure referenced in the
comment is not accurate, please revise your filing to address.

 FirstName LastNameClaudius Tsang
 Comapany NameA Paradigm Acquisition Corp.
 March 27, 2023 Page 3
 FirstName LastName
Claudius Tsang
A Paradigm Acquisition Corp.
March 27, 2023
Page 3
            You may contact Eric McPhee at 202-551-3693 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey C. Cohen

United States securities and exchange commission logo
February 14, 2023
Claudius Tsang
Director and Chief Executive Officer
A Paradigm Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore 018983
Re:A Paradigm Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted January 17, 2023
CIK No. 0001956439
Dear Claudius Tsang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted January 17, 2023
The Offering, page 34
1.Where you state on page 34 that stockholders may seek to redeem their shares, regardless
of whether they vote for or against the proposed business combination, please clarify
whether stockholders may elect to redeem if they abstain from voting on the proposed
business combination.

 FirstName LastNameClaudius Tsang
 Comapany NameA Paradigm Acquisition Corp.
 February 14, 2023 Page 2
 FirstName LastNameClaudius Tsang
A Paradigm Acquisition Corp.
February 14, 2023
Page 2
Risk Factors
If we seek shareholder approval of our initial business combination, page 54
2.We note that your sponsor, officers, directors and affiliates may purchase shares from
public stockholders for the purpose of voting those shares in favor of a proposed business
combination, thereby increasing the likelihood of the completion of the combination.
Please explain how such purchases would comply with the requirements of Rule 14e-5
under the Exchange Act.  Refer to Tender Offer Rules and Schedules Compliance and
Disclosure Interpretation 166.01 for guidance.
We may redeem your unexpired warrants prior to their exercise..., page 81
3.We note your ability to redeem outstanding warrants at any time after they become
exercisable and prior to their expiration, at a price of $1.00 per warrant if certain
conditions are met.  However, on page 22, you disclosed that you may redeem the
outstanding warrants (excluding the private placement warrants) at a price of $0.01 per
warrant. Please advise or reconcile the discrepancy.
We may issue our shares to investors in connection with our initial business combination..., page
82
4.We note that potential PIPE transactions are meant to enable you to provide sufficient
liquidity to the post-business combination entity.  Clearly disclose their impact to you and
investors, including that the arrangements result in costs particular to the de-SPAC
process that would not be anticipated in a traditional IPO.  If true, disclose that the
agreements are intended to ensure a return on investment to the investor in return for
funds facilitating the sponsor’s completion of the business combination or providing
sufficient liquidity.
We may not be able to complete an initial business combination with a U.S. target company...,
page 103
5.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.
Enforceability of Civil Liabilities, page 117
6.We note disclosure on the difficulties related to civil enforcement since your directors and
officers are nationals or residents of jurisdictions other than the United States, and all or a
substantial portion of their assets are located outside the United States. Please expand your
disclosure to identify each officer and/or director located in China or Hong Kong.
Capitalization, page 125
7.It appears you intend to account for your private warrants as equity.  Please provide us
with your analysis under ASC 815-40 to support your accounting treatment for these

 FirstName LastNameClaudius Tsang
 Comapany NameA Paradigm Acquisition Corp.
 February 14, 2023 Page 3
 FirstName LastName
Claudius Tsang
A Paradigm Acquisition Corp.
February 14, 2023
Page 3
warrants. As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your
response should address, but not be limited to, your disclosure that "[i]f the private
placement warrants are held by someone other than our sponsor, Cantor or their permitted
transferees, the placement warrants will be redeemable by us and exercisable by such
holders on the same basis as the warrants included in the units being sold in this offering."
Report of Independent Registered Public Accounting Firm, page F-2
8.Please ensure that your auditor's report is dated in your next amendment.
Statement of Cash Flows, page F-6
9.Please tell us why proceeds from the promissory note to a related party of $2,939 are
recorded on your statement of cash flows when the balance sheet and Note 5 indicate that
the loan amount was $8,597 as of December 31, 20222.
            You may contact Eric McPhee at 202-551-3693 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey C. Cohen