Enhanced Group Inc.

A Paradise Acquisition Corp. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the British Virgin Islands on November 9, 2022 ¹. Its primary business objective is to effect a merger, shares exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses ². The Company intends to pursue prospective targets specifically within the leisure and entertainment sector, although there are no explicit restrictions on industry or geographic region ³. As of December 31, 2025, the Company had not commenced any operations and its efforts have been limited to organizational activities, its Initial Public Offering (IPO), and identifying and proceeding toward a business combination ⁴.

The core business model of A Paradise Acquisition Corp. is to raise capital through an IPO and private placements, then use these funds to acquire an existing private company, thereby taking it public. The Company generates non-operating income from interest on marketable securities held in a Trust Account ⁵. Its primary customer segments are the public shareholders who invest in its units, Class A ordinary shares, and rights, with the expectation of participating in the future growth of the acquired target business. The Company's IPO on July 31, 2025, involved the sale of 20,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000 ⁶. Each unit consists of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share upon the consummation of an initial business combination ⁷.

Simultaneously with the IPO, the Company completed a private placement of 600,000 private placement units at $10.00 per unit, generating total proceeds of $6,000,000 ⁸. These private placement units were purchased by A SPAC IV (Holdings) Corp. (the "Sponsor") and Cohen and Company Capital Markets (the "Underwriter") ⁹. Five institutional investors also indirectly purchased an aggregate of 130,000 Non-Voting Private Placement Units at $10.00 per unit, totaling $1,300,000 ¹⁰. A significant portion of the proceeds, $200,000,000 ¹¹, from both the IPO and the private placement, was deposited into a Trust Account for the benefit of public shareholders, to be invested in U.S. government treasury bills or money market funds ¹².

For the fiscal year ended December 31, 2025, A Paradise Acquisition Corp. reported net income of $2,568,594 ¹³. This was primarily driven by interest income of $3,333,963 ¹⁴ and a gain on the expiration of an over-allotment option liability of $272,989 ¹⁵. These gains were partially offset by general and administrative expenses of $1,038,358 ¹⁶. In contrast, for the year ended December 31, 2024, the Company had a net loss of $75,562 ¹⁷, entirely consisting of formation and operating expenses ¹⁸. The Company's cash balance as of December 31, 2025, was $697,629 ¹⁹, with total assets of $204,154,720 ²⁰, primarily comprising investments held in the Trust Account of $203,318,154 ²¹. Total liabilities stood at $8,472,203 ²², including a deferred underwriting fee payable of $8,000,000 ²³. The Company reported a total shareholders' deficit of $(7,635,637) ²⁴ as of December 31, 2025, compared to $(240,659) ²⁵ as of December 31, 2024. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.35 ²⁶ 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) ²⁷ for 2025, compared to $(0.01) ²⁸ for 2024.

During the reported period, a significant operational development was the entry into a Business Combination Agreement on November 26, 2025, with A Paradise Merger Sub I, Inc. and Enhanced Ltd. ("Enhanced") ²⁹. This agreement outlines a two-step merger process where Merger Sub will merge into Enhanced, and then Enhanced will merge into the Company, with the Company becoming the surviving corporation and changing its name to "Enhanced Group Inc." ³⁰. Prior to the closing, the Company will undergo an Acquiror Domestication, changing its jurisdiction from the British Virgin Islands to Texas ³¹. As part of the transaction, Enhanced's outstanding common stock will be exchanged for shares of A Paradise Domesticated Class A Common Stock, and certain Class B Holders will receive Class B Common Stock, granting them at least 95% of the voting power of the capital stock of the surviving corporation on a fully-diluted basis ³². The Company's board of directors has unanimously approved and recommended this business combination ³³.

A Paradise Acquisition Corp. explicitly states that it will not generate any operating revenues until after the completion of a business combination, at the earliest ³⁴. The Company expects to generate non-operating income in the form of interest income on marketable securities held in the Trust Account ³⁵. Management anticipates incurring significant costs in the pursuit of its initial business combination and as a public company, including legal, financial reporting, accounting, and auditing compliance expenses, as well as due diligence expenses ³⁶.

The primary growth area for the Company is the successful consummation of its initial business combination with Enhanced Ltd. The Business Combination Agreement, entered into on November 26, 2025, outlines a plan to merge with Enhanced, a Cayman Islands exempted company ³⁷. Upon closing, the Company will change its name to "Enhanced Group Inc." and its jurisdiction of incorporation from the British Virgin Islands to the State of Texas ³⁸. This transaction is expected to result in the Class B Holders, designated by Apeiron Investment Group Limited, holding at least 95% of the voting power of the capital stock of the surviving corporation on a fully-diluted basis ³⁹. The completion of this 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 with the SEC, requisite regulatory approvals (including under the Hart-Scott-Rodino Antitrust Improvements Act), absence of prohibitive governmental orders, and approval for listing on the Nasdaq Stock Market (or NYSE) for the Domesticated Acquiror Class A Common Stock ⁴⁰.

In terms of operational outlook, the Company's current activities are limited to organizational tasks and the pursuit of the business combination. The Company has no operations of its own that face material cybersecurity threats but depends on the digital technologies of third parties, lacking its own cybersecurity risk management program or formal processes ⁴¹. Management will report to the board of directors and provide updates on incident response plans in the event of a cybersecurity incident ⁴². The Company currently maintains its executive offices in Hong Kong and considers this space adequate for its current operations ⁴³. It does not intend to have any full-time employees prior to the completion of its initial business combination ⁴⁴.

Regarding planned capital allocation, the Company intends to use substantially all of the funds held in the Trust Account, including interest earned (less income taxes payable), to complete its business combination ⁴⁵. If share capital or debt is used as consideration, remaining Trust Account proceeds will be used as working capital for the target business's operations, other acquisitions, and growth strategies ⁴⁶. 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 ⁴⁷ of such loans potentially convertible into private placement units at $10.00 per unit ⁴⁸ at the lender's option if a business combination is completed. The Company has incurred transaction costs of $12,645,418 ⁴⁹ for its IPO, including a cash underwriting fee of $4,000,000 ⁵⁰ and a deferred underwriting fee of $8,000,000 ⁵¹.

The Company faces structural headwinds and execution risks primarily related to its status as a blank check company. It has a limited time, specifically 24 months from the closing of the IPO (July 31, 2025), to complete its initial business combination, or by July 31, 2027 ⁵², assuming no extensions. Failure to do so would result in the Company ceasing operations, redeeming public shares at a per-share price equal to the aggregate amount in the Trust Account (less taxes and up to $100,000 ⁵³ for dissolution expenses), and subsequently liquidating ⁵⁴. This mandatory liquidation raises substantial doubt about the Company's ability to continue as a going concern ⁵⁵. Furthermore, the Company's ability to acquire larger target businesses is limited by its available financial resources, potentially placing it at a competitive disadvantage against other entities with similar objectives ⁵⁶.

The Company faces material risks primarily stemming from its nature as a blank check company. The most significant risk is the inability to complete an initial business combination within the mandated 24-month completion window, which extends until July 31, 2027 ⁵⁷. Failure to consummate a business combination by this date will trigger a mandatory liquidation, where public shareholders would receive a per-share price equal to the aggregate amount in the Trust Account, including interest (net of taxes and up to $100,000 ⁵⁸ for dissolution expenses), divided by the number of outstanding public shares ⁵⁹. This mandatory liquidation raises substantial doubt about the Company's ability to continue as a going concern ⁶⁰. Geopolitical risks, including rising trade tensions between the U.S. and China, and ongoing global conflicts such as the Russia/Belarus/Ukraine and Hamas/Iran/Lebanon/Israel conflicts, could materially and adversely affect the Company's ability to consummate a business combination or the operations of a target business ⁶¹. These events may also impact the availability of equity and debt financing on acceptable terms ⁶². Additionally, if the Company were to acquire a target business based in or primarily operating in China, it would be subject to various legal and operational risks, including regulatory review of overseas listings, restrictions on foreign ownership, changes in Variable Interest Entity (VIE) structures, and cybersecurity and data privacy regulations ⁶³. The PRC government has significant authority to influence China-based companies, and any future regulatory actions could materially change the Company's operations or the value of its securities ⁶⁴. The Company's management acknowledges that PRC laws and regulations are sometimes vague and uncertain, which could limit the enforceability of contractual arrangements ⁶⁵. Furthermore, the Company may be considered a "foreign person" under U.S. foreign investment regulations, potentially subjecting any proposed business combination with a U.S. business in a regulated industry or one affecting national security to foreign ownership restrictions and/or review by the Committee on Foreign Investment in the U.S. (CFIUS) ⁶⁶. CFIUS could block or delay a transaction, impose conditions, or order divestiture, which could limit the pool of potential targets and force liquidation if approvals are not obtained within the requisite timeframe ⁶⁷.

Management's message to shareholders emphasizes the Company's role as a blank check company focused on identifying and executing a business combination, specifically targeting the leisure and entertainment sector. The overall tone indicates a commitment to completing the Enhanced Business Combination, as evidenced by the unanimous board approval and recommendation of the Business Combination Agreement ⁶⁸. Strategic priorities include the successful consummation of the Enhanced Business Combination, which involves a domestication to Texas and a name change to "Enhanced Group Inc." ⁶⁹. Management also highlights the importance of securing shareholder approvals and navigating regulatory requirements for the merger. A key strategic priority is the efficient use of the Trust Account funds, which totaled $203,318,154 ⁷⁰ as of December 31, 2025, for the business combination and subsequent working capital needs of the target business ⁷¹. Management also acknowledges the potential for related party loans, with up to $1,500,000 ⁷² of such loans being convertible into private placement units at $10.00 per unit ⁷³ at the lender's option, to finance transaction costs.