Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Peace Acquisition Corp. (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G6956D105 (CUSIP Number) |
Dahe Zhang 205 W. 37th Street, New York, NY, 10018 (203) 998-5540 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/26/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G6956D105 |
| 1 |
Name of reporting person
Casper Holding LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
660,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Based on 8,437,500 of the Issuer's ordinary shares outstanding as of the date of this Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share |
| (b) | Name of Issuer:
Peace Acquisition Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
205 WEST 37TH STREET, NEW YORK,
NEW YORK
, 10018. |
| Item 2. | Identity and Background |
| (a) | Casper Holding LP |
| (b) | c/o Peace Acquisition Corp 205 W. 37th Street New York, New York 10018 |
| (c) | Casper Holding LP is a Delaware limited partnership. Casper Management LLC is the general partner of Casper Holding LP. Taylor Zhang is the manager of Casper Management LLC. |
| (d) |
During the last five years, Casper Holding LP has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. |
| (e) | During the last five years, Casper Holding LP has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Casper Holding LP was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
The securities reported herein were acquired in connection with the organization and initial public offering of Peace Acquisition Corp. Casper Holding LP acquired founder shares prior to the Issuers initial public offering for nominal consideration. The funds used by Casper Holding LP to purchase the securities reported herein came from its working capital. | |
| Item 4. | Purpose of Transaction |
On July 9, 2025, Casper Holding LP, a sponsor of the Issuer, acquired an aggregate of 2,300,000 ordinary shares for an aggregate purchase price of $25,000 (the "Founder Shares"). Thereafter, Casper Holding LP transferred an aggregate of 1,541,000 ordinary shares to Baystar Holding Group Ltd, another sponsor of the Issuer. Casper Holding LP made the acquisition reported in this Schedule 13D as a sponsor of the Issuer and in support of the Issuer's business plan. The Issuer's business plan is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination. In connection with the non-exercise of the underwriter's over-allotment option in the Issuer's IPO, Casper Holding LP forfeited 99,000 Founder Shares for no consideration. After giving effect to such forfeiture, Casper Holding LP beneficially owns 660,000 ordinary shares. The Reporting Person may later acquire additional securities of the Issuer. Any actions the Reporting Person might undertake with respect to the ordinary shares may be made at any time and from time to time without prior notice and will be dependent upon its review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments relating to the Reporting Person. As of the date of this Schedule 13D, except as set forth in this Schedule 13D above, the Reporting Person does not have any plans or proposals which would result in any of the matters enumerated in Items 4(a) through (j) of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of ordinary shares beneficially owned by the Reporting Person are as follows: 660,000 ordinary shares, representing approximately 7.8% of the outstanding ordinary shares of the Issuer. |
| (b) | Casper Holding LP has sole power to vote or to direct the vote of 660,000 ordinary shares and sole power to dispose or to direct the disposition of 660,000 ordinary shares. The above amounts do not include ordinary shares issuable upon conversion of rights or exercise of warrants, which are not convertible or exercisable within 60 days. |
| (c) | During the 60 days preceding the date of this report, the Reporting Person has not effected any transactions in the Issuer's ordinary shares except as described in Item 4 above, including the forfeiture described therein. |
| (d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Casper Holding LP is party to: (i) a Registration Rights Agreement, dated May 21, 2026, by and among the Issuer, Baystar Holding Group Ltd, Casper Holding LP, EarlyBirdCapital, Inc. and certain other parties thereto, (ii) a Letter Agreement, dated May 21, 2026, by and among the Issuer, EarlyBirdCapital, Inc., Baystar Holding Group Ltd, Casper Holding LP and certain other parties thereto, and (iii) a Securities Escrow Agreement, dated May 21, 2026, by and among the Issuer, the initial shareholders of the Issuer and Continental Stock Transfer & Trust Company. Pursuant to the Registration Rights Agreement, the initial shareholders, including Casper Holding LP, and the other parties thereto are entitled to registration rights for the ordinary shares held by them immediately prior to the Issuer's IPO, in addition to certain other securities. The holders of a majority of these securities are entitled to make up to three demands that the Issuer register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to consummation of the Issuers Business Combination. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the Insider Letter Agreement, Casper Holding LP agreed, among other things, to vote all shares owned by it, subject to applicable securities laws, in favor of a proposed Business Combination, not to redeem any shares owned by it in connection with such Business Combination, to waive certain rights to funds held in the Issuers trust account with respect to founder shares and to certain transfer restrictions with respect to its founder shares. Pursuant to the Securities Escrow Agreement, Casper Holding LP agreed, among other things, to deposit its founder shares into escrow for the escrow period set forth in the Securities Escrow Agreement. | |
| Item 7. | Material to be Filed as Exhibits. |
Registration Rights Agreement: https://www.sec.gov/Archives/edgar/data/2088626/000149315226025041/ex10-3.htm Insider Letter Agreement: https://www.sec.gov/Archives/edgar/data/2088626/000149315226025041/ex10-1.htm Securities Escrow Agreement: https://www.sec.gov/Archives/edgar/data/2088626/000149315226025041/ex10-8.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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