Sponsor Baystar holds 18.3% of Peace Acquisition Corp. (PECE)

Rhea-AI Filing Summary

Baystar Holding Group Ltd and Fangping Zheng report a significant ownership stake in Peace Acquisition Corp. They beneficially own 1,542,500 ordinary shares, representing approximately 18.3% of the company.

The stake comes from founder shares received from another sponsor and from 202,500 private units bought in a private placement at $10.00 per unit, for a total of $2,025,000. After forfeiting 201,000 founder shares when the IPO over-allotment was not exercised, Baystar’s beneficial ownership reflects 1,542,500 ordinary shares out of 8,437,500 shares outstanding. Zheng, the issuer’s Chairman and CEO, may be deemed to beneficially own these shares through her control of Baystar.

Insights

Equity ownership & governance analyst

Baystar and CEO Fangping Zheng disclose a concentrated 18.3% stake tied to SPAC sponsorship.

Baystar Holding Group Ltd, controlled by CEO Fangping Zheng, reports beneficial ownership of 1,542,500 ordinary shares, or about 18.3% of Peace Acquisition Corp. The position reflects founder shares and private units acquired around the IPO.

Baystar bought 202,500 private units at $10.00 per unit, totaling $2,025,000, and received transferred founder shares, later forfeiting 201,000 when the over-allotment was not exercised. The filing also references registration rights, an insider letter, and escrow, all standard SPAC sponsor arrangements.

This structure concentrates voting and economic power with the sponsor and the CEO but is typical for SPACs. Future effects on other shareholders will depend on how the sponsor exercises voting rights and how any eventual Business Combination is structured and approved.

Key Figures

Beneficial ownership: 1,542,500 ordinary shares Ownership percentage: 18.3% Shares outstanding: 8,437,500 ordinary shares +5 more

8 metrics

Beneficial ownership 1,542,500 ordinary shares Shares beneficially owned by Baystar and Fangping Zheng

Ownership percentage 18.3% Portion of Peace Acquisition ordinary shares outstanding

Shares outstanding 8,437,500 ordinary shares Issuer’s ordinary shares outstanding as of the filing reference date

Private units purchased 202,500 units Private placement units bought simultaneously with IPO

Private placement price $10.00 per unit Price paid by Baystar for each private unit

Private placement total $2,025,000 Aggregate purchase price for 202,500 private units

Founder shares initially acquired 2,300,000 ordinary shares Founder shares bought by Casper Holding LP for $25,000

Founder shares forfeited 201,000 ordinary shares Founder shares forfeited by Baystar after over-allotment non-exercise

Key Terms

beneficially own, founder shares, Business Combination, Registration Rights Agreement, +2 more

6 terms

beneficially own financial

"The Reporting Persons have beneficial ownership of approximately 18.3% of the outstanding ordinary shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

founder shares financial

"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")"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

Business Combination financial

"The Issuer's business plan is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Registration Rights Agreement financial

"Baystar Holding Group Ltd is party to: (i) a Registration Rights Agreement, dated May 21, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Securities Escrow Agreement financial

"Pursuant to the Securities Escrow Agreement, Baystar Holding Group Ltd agreed, among other things, to deposit its founder shares into escrow"

piggy-back registration rights financial

"In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to consummation of the Issuer's Business Combination"

A piggy-back registration right is a shareholder’s ability to include their shares in a company’s planned public offering so they can sell alongside the company. Think of it as hitching a ride on a bus the company already hired: it gives holders easier access to buyers and greater liquidity without the company having to arrange a separate sale. For investors this matters because it can make shares easier to sell but may increase the number of shares offered at once, which can affect the market price.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Peace Acquisition Corp.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G6956D105

(CUSIP Number)

Fangping Zheng
205 W. 37th St.,
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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G6956D105

1

Name of reporting person

Baystar Holding Group Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

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)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,542,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,542,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,542,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.3 %

14

Type of Reporting Person (See Instructions)

CO

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

CUSIP Number(s): G6956D105

1

Name of reporting person

Zheng Fangping

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,542,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,542,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,542,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.3 %

14

Type of Reporting Person (See Instructions)

IN

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

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)	Baystar Holding Group Ltd Fangping Zheng
(b)	c/o Peace Acquisition Corp 205 W. 37th Street New York, New York 10018
(c)	Baystar Holding Group Ltd is a British Virgin Islands company. Fangping Zheng is the sole director and shareholder of Baystar Holding Group Ltd and serves as Chairman and Chief Executive Officer of Peace Acquisition Corp, a Cayman Islands exempted company with its principal executive offices at 205 W. 37th Street, New York, New York 10018.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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)	Baystar Holding Group Ltd: British Virgin Islands Fangping Zheng: China
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. Baystar Holding Group Ltd acquired founder shares prior to the Issuer's initial public offering for nominal consideration and purchased private units in a private placement consummated simultaneously with the closing of the Issuer's initial public offering. Each private unit consists of one ordinary share, one right and one redeemable warrant. The funds used by Baystar Holding Group Ltd to purchase the securities reported herein came from its working capital. Fangping Zheng may be deemed to beneficially own the securities held by Baystar Holding Group Ltd as a result of her position as sole director and shareholder of Baystar Holding Group Ltd.
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 ("Baystar"), another sponsor of the Issuer. Baystar 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. On May 26, 2026, in a private placement taking place simultaneously with the Issuer's initial public offering ("IPO"), Baystar purchased 202,500 units of the Issuer ("Private Units"), each Private Unit consisting of one ordinary share, one right and one redeemable warrant. The Private Units were purchased at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,025,000. In connection with the non-exercise of the underwriter's over-allotment option in the IPO, Baystar forfeited 201,000 Founder Shares for no consideration. After giving effect to such forfeiture, Baystar beneficially owns 1,542,500 ordinary shares. Fangping Zheng is the sole director and shareholder of Baystar. Fangping Zheng is the Chairman and Chief Executive Officer of the Issuer and may be deemed to beneficially own the securities held by Baystar. The Reporting Persons have beneficial ownership of approximately 18.3% of the outstanding ordinary shares of the Issuer. The Reporting Persons may later acquire additional securities of the Issuer. Any actions the Reporting Persons 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 their 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 Persons. As of the date of this Schedule 13D, except as set forth in this Schedule 13D above, the Reporting Persons do not have any plans or proposals which would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those actions enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of ordinary shares beneficially owned by the Reporting Persons are as follows: 1,542,500 ordinary shares, representing approximately 18.3% of the outstanding ordinary shares of the Issuer.
(b)	Baystar Holding Group Ltd has sole power to vote or to direct the vote of 1,542,500 ordinary shares and sole power to dispose or to direct the disposition of 1,542,500 ordinary shares. Fangping Zheng, as the sole director and shareholder of Baystar Holding Group Ltd, may be deemed to beneficially own the ordinary shares held by Baystar Holding Group Ltd. 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 Persons have not effected any transactions in the Issuers ordinary shares except as described in Item 4 above, including the forfeiture described therein.
(d)	No person other than the Reporting Persons 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
	Fangping Zheng is the sole director and shareholder of Baystar Holding Group Ltd. Baystar Holding Group Ltd 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 (the "Registration Rights Agreement"), (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 (the "Insider Letter Agreement"), (iii) a Private Placement Units Purchase Agreement, dated May 21, 2026, by and between the Issuer and Baystar Holding Group Ltd (the "Private Placement Agreement"), and (iv) 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 (the "Securities Escrow Agreement"). Pursuant to the Registration Rights Agreement, the initial shareholders, including Baystar Holding Group Ltd, 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 Issuer's 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, Baystar Holding Group Ltd 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 Issuer's trust account with respect to founder shares and to certain transfer restrictions with respect to its founder shares. Pursuant to the Private Placement Agreement, Baystar Holding Group Ltd agreed to purchase 202,500 units of the Issuer, each private unit consisting of one ordinary share, one right and one redeemable warrant, at a price of $10.00 per unit for an aggregate purchase price of $2,025,000. Pursuant to the Securities Escrow Agreement, Baystar Holding Group Ltd 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.
	Joint Filing Agreement by and between Baystar Holding Group Ltd and Fangping Zheng. 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 Private Placement Units Purchase Agreement: https://www.sec.gov/Archives/edgar/data/2088626/000149315226025041/ex10-4.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.

Baystar Holding Group Ltd

Signature:	Fangping Zheng
Name/Title:	Fangping Zheng
Date:	06/16/2026

Zheng Fangping

Signature:	Fangping Zheng
Name/Title:	Fangping Zheng
Date:	06/16/2026

FAQ

How many Peace Acquisition Corp. (PECE) shares do Baystar and Fangping Zheng own?

Baystar Holding Group Ltd and Fangping Zheng beneficially own 1,542,500 ordinary shares of Peace Acquisition Corp. This represents about 18.3% of the company’s outstanding ordinary shares, based on 8,437,500 shares reported as outstanding in the ownership filing.

What percentage of Peace Acquisition Corp. (PECE) does Baystar Holding Group Ltd control?

Baystar Holding Group Ltd reports beneficial ownership of approximately 18.3% of Peace Acquisition Corp.’s ordinary shares. This percentage is calculated using 1,542,500 shares held by Baystar relative to 8,437,500 ordinary shares outstanding as of the date referenced in the filing.

How did Baystar acquire its Peace Acquisition Corp. (PECE) stake?

Baystar acquired founder shares transferred from another sponsor and purchased 202,500 private units in a private placement at the IPO. Each unit included one ordinary share, one right, and one redeemable warrant, purchased at $10.00 per unit for a total of $2,025,000.

What role does Fangping Zheng have at Peace Acquisition Corp. (PECE)?

Fangping Zheng is the Chairman and Chief Executive Officer of Peace Acquisition Corp. She is also the sole director and shareholder of Baystar Holding Group Ltd, so she may be deemed to beneficially own the shares that Baystar holds in the SPAC.

What happened to the founder shares mentioned in the Peace Acquisition Corp. (PECE) filing?

Casper Holding LP initially acquired 2,300,000 founder shares for $25,000 and later transferred 1,541,000 shares to Baystar. Following the underwriter’s non-exercise of the over-allotment option, Baystar forfeited 201,000 founder shares, leaving it with beneficial ownership of 1,542,500 ordinary shares.

What contracts govern Baystar’s Peace Acquisition Corp. (PECE) securities?

Baystar is party to a Registration Rights Agreement, an Insider Letter Agreement, a Private Placement Units Purchase Agreement, and a Securities Escrow Agreement. These cover registration rights, voting and redemption commitments, private unit purchases, and escrow terms for founder shares tied to the SPAC’s Business Combination process.