Enhanced Group Inc.

A Paradise Acquisition Corp. (the "Company") is a blank check company incorporated in the British Virgin Islands on November 9, 2022, with the stated purpose of effecting a business combination, specifically targeting the leisure and entertainment sector ¹. The Company has not commenced any operations and will not generate operating revenues until after the completion of a business combination ². Its efforts since inception have been limited to organizational activities, its initial public offering (IPO), and identifying and moving towards completing a business combination with Enhanced Ltd. ³.

The core business model of A Paradise Acquisition Corp. is that of a Special Purpose Acquisition Company (SPAC). It generates non-operating income from interest on marketable securities held in a Trust Account, which is established for the benefit of its public shareholders ⁴. The Company's primary customer segments are its public shareholders, who are offered redemption rights upon the completion of an initial business combination or if a business combination is not completed within the specified timeframe ⁵.

On July 31, 2025, the Company consummated its IPO of 20,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000 ⁶. Simultaneously, it completed a private placement of 600,000 private placement units at $10.00 per unit, generating total proceeds of $6,000,000 ⁷. A total of $200,000,000 from the net proceeds of the IPO and private placement were deposited into a Trust Account ⁸.

For the year ended December 31, 2025, the Company reported net income of $2,568,594 ⁹. This was primarily driven by interest income of $3,333,963 ¹⁰ and a gain on expiration of over-allotment option liability of $272,989 ¹¹, partially offset by general and administrative expenses of $1,038,358 ¹². In contrast, for the year ended December 31, 2024, the Company had a net loss of $75,562, entirely consisting of formation and operating expenses ¹³. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.35 ¹⁴ for 2025, while basic and diluted net loss per share for Class A and Class B ordinary shares not subject to redemption was $(0.05) ¹⁵ for 2025 and $(0.01) ¹⁶ for 2024.

As of December 31, 2025, the Company held cash of $697,629 ¹⁷ and had investments held in the Trust Account totaling $203,318,154 ¹⁸. Total assets were $204,154,720 ¹⁹. Current liabilities amounted to $472,203 ²⁰, including accrued expenses of $414,281 ²¹ and $57,922 ²² due to a related party. A deferred underwriting fee payable of $8,000,000 ²³ was also recorded. The Company's total liabilities were $8,472,203 ²⁴, and it had a total shareholders' deficit of $(7,635,637) ²⁵.

During the reported period, significant operational developments include the consummation of the IPO on July 31, 2025, and the subsequent deposit of $200,000,000 into the Trust Account ²⁶. The underwriters' 45-day over-allotment option for 3,000,000 units expired unexercised on September 12, 2025, leading to the forfeiture of 1,000,000 Founder Shares by the Sponsor on September 15, 2025 ²⁷. On November 26, 2025, the Company entered into a Business Combination Agreement with Enhanced Ltd., a Cayman Islands exempted company, which involves a domestication of the Company to Texas and a merger with Enhanced, with the Company changing its name to "Enhanced Group Inc." ²⁸. The agreement also includes a private placement investment that is conditioned on generating proceeds to Enhanced of at least $40,000,000 ²⁹.

A Paradise Acquisition Corp. intends to complete its initial business combination with Enhanced Ltd., a Cayman Islands exempted company, following a domestication of the Company from the British Virgin Islands to the State of Texas, at which point the Company will change its name to "Enhanced Group Inc." ³⁰. The Business Combination Agreement, entered into on November 26, 2025, outlines a two-step merger process where a newly formed Merger Sub will merge into Enhanced, and immediately thereafter, Enhanced will merge into the Company ³¹. The consummation of this Enhanced Business Combination is subject to several customary closing conditions, including shareholder approvals from both the Company and Enhanced, effectiveness of the proxy statement/registration statement, regulatory approvals, and the absence of governmental orders preventing the mergers ³². A key financial condition for Enhanced's obligations is that the private placement investment must result in proceeds to Enhanced of at least $40,000,000 ³³.

The Company's growth strategy is entirely predicated on the successful completion of this business combination. Post-combination, the Class B Holders, designated by Apeiron Investment Group Limited, will hold at least 95% of the voting power of the capital stock of the surviving corporation on a fully-diluted basis ³⁴. Additionally, immediately prior to the execution of the Business Combination Agreement, Enhanced entered into Simple Agreements for Future Equity (SAFEs) with certain investors, which will automatically convert into Enhanced Group Class A common stock upon consummation of the Enhanced Business Combination ³⁵. The number of shares issued upon conversion will be determined by dividing each SAFE investor's purchase amount by Enhanced's pre-money valuation cap of $1.2 billion, multiplied by the fully diluted capitalization of Enhanced ³⁶. Concurrently, SAFE investors will receive warrants equal to 50% of the number of Class A common stock shares received, exercisable for two years at a per-share price equal to the conversion price ³⁷.

Operationally, the Company expects to incur significant costs in the pursuit and completion of its initial business combination, as well as ongoing expenses as a public company for legal, financial reporting, accounting, and auditing compliance ³⁸. The Company's liquidity needs prior to the IPO were met through a $25,000 payment from the Sponsor for Founder Shares and $57,922 in advances from the Sponsor for offering costs, along with a $300,000 unsecured promissory note from the Sponsor, which was fully repaid on October 9, 2025 ³⁹. Post-IPO, liquidity is satisfied through net proceeds from the IPO and private placement, with $1,848,460 held outside the Trust Account for working capital and expenses ⁴⁰.

Planned capital allocation includes the use of substantially all funds held in the Trust Account, including interest earned (less income taxes payable), to complete the business combination ⁴¹. If share capital or debt is used as consideration, remaining Trust Account proceeds will be used for working capital, other acquisitions, and growth strategies of the target business ⁴². The Sponsor or its affiliates, or certain officers and directors, may loan the Company funds to finance transaction costs, with up to $1,500,000 of such loans convertible into private placement units at $10.00 per unit ⁴³.

The Company faces a structural headwind in that it must complete its initial business combination by July 31, 2027 ⁴⁴. Failure to do so will result in the Company ceasing operations, redeeming public shares at a per-share price equal to the aggregate amount in the Trust Account (including interest, less taxes and up to $100,000 for dissolution expenses), and subsequently liquidating ⁴⁵. This mandatory liquidation raises substantial doubt about the Company's ability to continue as a going concern if a business combination is not consummated within the completion window ⁴⁶.

The Company faces several material risks, primarily stemming from its nature as a blank check company. A significant risk is the "going concern" uncertainty, as the Company's ability to realize its business plan is dependent on completing a business combination by July 31, 2027 ⁴⁷. If a business combination is not consummated by this date, or an extension is not obtained, the Company will undergo mandatory liquidation and dissolution, which raises substantial doubt about its ability to continue as a going concern ⁴⁸. Furthermore, the proceeds deposited in the Trust Account could become subject to claims of creditors, which may have priority over public shareholders, potentially reducing the per-share redemption amount to less than $10.00 ⁴⁹. The Sponsor has agreed to indemnify the Company if third-party claims reduce the Trust Account below $10.00 per public share, but there is no assurance the Sponsor has sufficient funds to satisfy these obligations ⁵⁰. Geopolitical risks, including rising trade tensions between the U.S. and China, and ongoing global conflicts such as those in Russia/Belarus/Ukraine and Hamas/Iran/Lebanon/Israel, may increase market volatility and economic uncertainties, potentially impacting the Company's ability to consummate a business combination or raise necessary equity and debt financing ⁵¹. If the Company were to acquire a target business based in China, it would be subject to various legal and operational risks, including regulatory review of overseas listings, restrictions on foreign ownership, and potential changes in the variable interest entity (VIE) structure, which could materially affect its operations and the value of its securities ⁵². Additionally, the Holding Foreign Companies Accountable Act (HFCAA) and its amendment reducing the delisting period to two years pose a risk if the combined company's auditor cannot be inspected by the PCAOB for two consecutive years, potentially prohibiting trading of its securities on U.S. exchanges ⁵³.

Management's message to shareholders emphasizes the Company's commitment to completing its initial business combination, specifically with Enhanced Ltd., a Cayman Islands exempted company, following a domestication to Texas and renaming to "Enhanced Group Inc." ⁵⁴. The strategic priorities for the period ahead are centered on successfully navigating the complex conditions for closing the Enhanced Business Combination, including obtaining shareholder and regulatory approvals, and ensuring the private placement investment yields at least $40,000,000 in proceeds to Enhanced ⁵⁵. Management also highlights its intention to utilize the funds in the Trust Account, including interest earned, to complete the business combination and subsequently fund the operations and growth strategies of the target business ⁵⁶. The overall tone acknowledges the inherent risks of a blank check company, particularly the "going concern" uncertainty if a business combination is not completed by July 31, 2027 ⁵⁷, and the potential for conflicts of interest arising from the multiple business affiliations of its officers and directors, including Mr. Claudius Tsang's pre-existing fiduciary obligations to other SPACs ⁵⁸.