AParadise Acquisition Corp. Annual Report – Your Investor's Guide to 2025

This guide provides a clear, concise overview of AParadise Acquisition Corp.'s performance and plans for the year ended December 31, 2025. We aim to cut through financial jargon, offering you a straightforward picture of the company's current status, strategic direction, and potential future, empowering you to make informed investment decisions.

Business Overview: What is AParadise Acquisition Corp.?

AParadise Acquisition Corp. (formerly A Paradigm Acquisition Corp.) is a Special Purpose Acquisition Company (SPAC), commonly known as a "blank check company." Formed in the British Virgin Islands on November 9, 2022, the company's sole purpose is to raise capital through an Initial Public Offering (IPO) and then use those funds to acquire an existing private company. Unlike traditional operating businesses, AParadise Acquisition Corp. currently has no operations or revenue of its own.

Future Outlook: Mission and Strategy

AParadise Acquisition Corp. is actively seeking to acquire a company within the leisure and entertainment sector. While it has not yet identified a specific target, its strategy focuses on businesses that demonstrate strong growth potential, established market positions, and experienced management teams.

The company faces a critical deadline: it must complete a business combination by July 31, 2027 (24 months from its IPO). If it fails to do so, the company will liquidate, returning funds to public shareholders.

AParadise Acquisition Corp.'s immediate future centers entirely on executing this core mission: identifying, evaluating, and negotiating a successful business combination within the leisure and entertainment sector. Management is actively engaging with potential target companies, conducting due diligence, and preparing for the complex process of merging with an operating business. The ultimate goal is to maximize shareholder value by bringing a promising private company to the public markets through this acquisition.

Financial Performance & Management Discussion (MD&A Highlights)

The year 2025 was pivotal for AParadise Acquisition Corp., marked by its entry into the public markets:

• Initial Public Offering (IPO): On July 31, 2025, the company successfully completed its IPO. It sold 20,000,000 "Units" to the public at $10.00 each, raising $200,000,000. Each Unit consists of one Class A ordinary share and one "Right." These Rights are a key feature: for every eight Rights held, investors will receive one additional Class A ordinary share upon the completion of a business acquisition. This could lead to future dilution for existing shareholders.
• Private Placement: Concurrently with the IPO, the company sold an additional 600,000 Units in a private placement. A SPAC IV (Holdings) Corp., the company's "Sponsor," purchased 400,000 Units, and Cohen and Company Capital Markets, the "Underwriter," purchased 200,000 Units. These privately placed units are subject to a lock-up agreement, which restricts their sale until after a business combination is completed.
• Founder Shares: The Sponsor initially held "Founder Shares" (Class B ordinary shares), a common incentive for SPAC sponsors. On September 15, 2025, the Sponsor voluntarily forfeited 1,000,000 Founder Shares because the underwriters did not exercise their over-allotment option. This reduction in Founder Shares means less potential dilution for public shareholders if an acquisition is successful.
• The Trust Account: A core protective mechanism for SPAC investors, the company deposited all $200,000,000 from the IPO and private placement into a dedicated Trust Account on July 31, 2025. This money is invested in highly liquid, short-term U.S. government securities or money market funds. As of December 31, 2025, the Trust Account held approximately $200,500,000, reflecting modest interest earned. These funds are strictly reserved for completing a business acquisition or for returning to public shareholders if the company does not make an acquisition by the deadline.
• Operating Expenses and Net Loss: For the year ended December 31, 2025, AParadise Acquisition Corp. incurred approximately $1,200,000 in operating expenses. These costs primarily covered legal, accounting, and administrative fees related to its formation and IPO. Working capital held outside the Trust Account, including advances from the Sponsor, funded these expenses. The company reported a net loss of approximately $1,000,000 for the period, reflecting these operating costs. As a non-operating entity, the company generated no revenue from operations during this period.

Financial Health: Liquidity, Capital Resources, and Debt

As of December 31, 2025, the company's primary financial asset was the $200,500,000 held in the Trust Account. These funds are highly liquid, invested in U.S. government securities, but their use is restricted solely to a business combination or liquidation.

The company relies on working capital held outside the Trust Account for its operating expenses. Following the IPO, the company retained approximately $1,000,000 of the proceeds outside the Trust Account to fund initial operating expenses. Additionally, the Sponsor has provided advances and may offer further loans to cover ongoing administrative and operating costs. As of December 31, 2025, the company held a modest amount of cash and cash equivalents outside the Trust Account to meet its short-term obligations. The company carries no significant long-term debt. Its liquidity stems primarily from its working capital and its ability to draw on additional funds from its Sponsor, if needed, to cover expenses until it completes a business combination or liquidates.

Share Structure and Trading

AParadise Acquisition Corp.'s Class A ordinary shares and Rights began trading publicly on July 31, 2025. As of February 9, 2026, the company reported 20,600,000 Class A ordinary shares and 6,666,667 Class B ordinary shares (Founder Shares) outstanding.

Competitive Position

AParadise Acquisition Corp. does not operate a business, so it does not compete for customers or market share in the traditional sense. Its competitive position depends on its ability to identify and secure an attractive target company for a business combination. In this pursuit, the company faces intense competition from other Special Purpose Acquisition Companies (SPACs), private equity firms, strategic buyers, and other entities seeking to acquire businesses within the leisure and entertainment sector. The company's success in differentiating itself and completing an acquisition relies on factors such as its management team's experience, the attractiveness of its deal terms, and the efficiency of its acquisition process.

Key Risks for Investors

Investing in a SPAC like AParadise Acquisition Corp. carries unique risks:

• Failure to Complete an Acquisition: The most significant risk is that the company may not identify and complete a suitable business combination by its July 31, 2027, deadline. If this happens, the company will liquidate, and public shareholders will receive their proportionate share of the Trust Account, but without any return on investment beyond the interest earned.
• Dilution: Existing shareholders face potential dilution from the conversion of Rights into additional shares, as well as from any warrants (not currently issued but common in SPACs) or future equity raises needed to complete an acquisition.
• Redemption Risk: Public shareholders can redeem their shares for cash from the Trust Account if they disapprove of a proposed acquisition or if the company liquidates. High redemption rates could significantly reduce the funds available for a business combination.
• Competition for Targets: AParadise Acquisition Corp. faces intense competition from other SPACs, private equity firms, and strategic buyers for attractive acquisition targets in the leisure and entertainment sector.
• Management Conflicts of Interest: The company's management and Sponsor may have other business interests or obligations. These could divert their attention or create conflicts when identifying and evaluating potential targets.
• No Operating Business: As a shell company, AParadise Acquisition Corp. has no revenue-generating operations. Its future value depends entirely on the success of its eventual business combination.
• Market Volatility: The market price of SPAC shares can be highly volatile before a business combination is announced and completed. This volatility often reflects speculative interest rather than underlying operational performance.