A Paradise Acquisition (APAD) releases 2025 PFIC Annual Statement for U.S. holders

Rhea-AI Filing Summary

A Paradise Acquisition Corp. filed an update stating that, based on its financial information for the tax year from January 1, 2025 to December 31, 2025, it believes it may be treated as a passive foreign investment company (PFIC) for U.S. federal income tax purposes.

The company provided a PFIC Annual Information Statement for holders of its Class A ordinary shares who are U.S. taxpayers. For 2025, the statement reports ordinary earnings of US$0, no net capital gains, and no cash or property distributions. The information is intended to help shareholders decide whether to make a Qualified Electing Fund (QEF) election on their U.S. tax returns.

Insights

Cross‑border tax and SPAC structure analyst

PFIC designation mainly affects U.S. holders’ tax reporting, not operations.

A Paradise Acquisition Corp. indicates it may be a PFIC for the 2025 tax year and provides a PFIC Annual Information Statement. This is typical for offshore SPACs whose assets are largely passive while they search for a business combination.

The statement shows ordinary earnings of US$0, no net capital gains, and no distributions for 2025. That means U.S. shareholders focus primarily on PFIC regime mechanics rather than current income. The company highlights the option for investors to make a Qualified Electing Fund election on IRS Form 8621.

While PFIC status can make U.S. tax reporting more complex and potentially less favorable, this update is largely procedural. The key practical step lies with individual shareholders, who are urged to consult tax advisors about PFIC treatment and QEF elections when preparing their returns for the year ended December 31, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 23, 2026

Date of Report (Date of earliest event reported)

A Paradise Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands		001-42769		n/a
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

The Sun’s Group Center 29th Floor, 200 Gloucester Road Wan Chai Hong Kong		n/a
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +852 9583 3199

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-eighth  of one Class A ordinary share		APADU		The Nasdaq Global Market LLC
Class A ordinary shares, with no par value		APAD		The Nasdaq Global Market LLC
Rights		APADR		The Nasdaq Global Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 23, 2026, A Paradise Acquisition Corp. made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which is attached as Exhibit 99.1 to this Current Report on Form 8-K. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		A Paradise Acquisition Corp PFIC Annual Statement — Class A.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A PARADISE ACQUISITION CORP.
Dated: March 23, 2026	By:	/s/ Claudius Tsang
	Name:	Claudius Tsang
	Title:	Chief Executive Officer and Chief Financial Officer

2

Exhibit 99.1

A Paradise Acquisition Corp.
PFIC Annual Information Statement

This statement is provided to shareholders of A Paradise Acquisition Corp. (the “Company”) who are United States persons for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and who may be required to file U.S. federal income tax returns. This statement is intended solely to assist such shareholders (“Shareholders”) in determining the U.S. federal income tax consequences of their investment in the Company.

Based on the Company’s financial information for the taxable year beginning January 1, 2025 and ending December 31, 2025, the Company believes that it may be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for such taxable year. The following information is provided to allow a Shareholder of the Company to make an election under Section 1295 of the Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes.

A QEF election, if made, must be made by the Shareholder and cannot be made by the Company on behalf of any Shareholder. The PFIC rules are complex and may have significant tax consequences. Shareholders are strongly encouraged to consult their own tax advisors regarding the application of the PFIC rules and the advisability of making a QEF election with respect to their investment in the Company.

(1) This PFIC Annual Information Statement applies to the Company’s taxable year

Beginning	1/1/2025
Ending	12/31/2025

(2) The Shareholder's per-share, per-day information for the Company's taxable year specified in paragraph (1) is provided in the table below. The amount shown below was calculated based on the weighted average number of ordinary shares outstanding during the taxable year. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements.

Entity Name		Ordinary Earnings (US$)		Net Capital Gains (US$)
A Paradise Acquisition Corp.		0.0006050296		NONE

(3) The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during the Company's taxable period specified in paragraph (1) is as follows:

Cash:	NONE
Fair Market Value of Other Property:	NONE

(4) The Company will permit the Shareholder to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof.

			A Paradise Acquisition Corp.
Date:	March 23, 2026		By:	/s/ Claudius Tsang
			Title:	Chief Financial Officer

Additional Information

The following additional information is supplied to enable the Shareholder to complete IRS Form 8621:

Address of the PFIC:	The Sun’s Group Center,
	29th Floor,
	200 Gloucester Road,
	Wan Chai, Hong Kong

Taxpayer Identification Number:	N/A
Country of Incorporation:	British Virgin Islands
Date of Incorporation:	November 9, 2022

FAQ

What did A Paradise Acquisition Corp. (APAD) disclose in its latest 8-K?

A Paradise Acquisition Corp. disclosed that, based on its 2025 financial information, it believes it may be treated as a PFIC for U.S. federal income tax purposes. It also made its 2025 PFIC Annual Information Statement for Class A shareholders available as Exhibit 99.1.

What is the purpose of A Paradise Acquisition Corp.’s 2025 PFIC Annual Statement?

The PFIC Annual Statement is meant to help U.S. shareholders determine the U.S. federal income tax consequences of holding APAD shares. It provides data needed to complete IRS Form 8621 and to decide whether to make a Qualified Electing Fund (QEF) election for the 2025 tax year.

Did A Paradise Acquisition Corp. report earnings or gains for 2025 in the PFIC statement?

For the tax year January 1, 2025 to December 31, 2025, A Paradise Acquisition Corp. reported ordinary earnings of US$0 and no net capital gains. The statement also shows no cash distributions and no other property distributions to Class A shareholders during that period.

How does the APAD PFIC statement affect U.S. shareholders’ tax filings?

U.S. shareholders may need the APAD PFIC statement to complete IRS Form 8621 and evaluate a QEF election. The filing emphasizes that PFIC rules are complex and urges shareholders to consult their own tax advisors regarding PFIC treatment for the 2025 tax year.

What information about A Paradise Acquisition Corp. is included for IRS Form 8621?

The statement provides the company’s address in Hong Kong, its incorporation in the British Virgin Islands, and the tax year dates. It also supplies ordinary earnings of US$0, no net capital gains, and confirms there were no cash or property distributions in 2025.

Can A Paradise Acquisition Corp. make the QEF election for its shareholders?

No. The filing clearly states that any QEF election under Section 1295 of the Internal Revenue Code must be made by each shareholder individually. A Paradise Acquisition Corp. cannot make this election on behalf of shareholders; it only provides the PFIC information needed.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 A PARADISE ACQUISITION CORP PFIC ANNUAL STATEMENT - CLASS A 10.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.9 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.8 KB
• EX-101 XBRL PRESENTATION FILE 25.3 KB