Enhanced and A Paradise Acquisition Corp. Announce Filing of Registration Statement on Form S-4 with the SEC

Rhea-AI Summary

Enhanced and A Paradise Acquisition Corp. (NASDAQ: APAD) filed a Form S-4 registration statement with the SEC on Feb 12, 2026 related to their proposed business combination.

If completed and approved by A Paradise stockholders and upon effectiveness of the filing, Enhanced will become a publicly traded company, Enhanced Group Inc., listed on the New York Stock Exchange under ticker ENHA. A proxy statement/prospectus will be sent to A Paradise shareholders; documents are available free at the SEC website.

Positive

• Form S-4 filing completed on Feb 12, 2026
• Enhanced to become public as Enhanced Group Inc.
• Target NYSE listing under ticker ENHA

Negative

• Consummation requires A Paradise stockholder approval
• Transaction completion contingent on effectiveness of the registration statement
• SEC has not approved or disapproved the business combination

Key Figures

Enterprise value: $1.2 billion Gross cash proceeds: $200 million SAFE private placement: $40 million +5 more

8 metrics

Enterprise value $1.2 billion Valuation for Enhanced in SPAC business combination

Gross cash proceeds $200 million Potential proceeds at closing assuming no redemptions

SAFE private placement $40 million Closed immediately prior to business combination agreement

Units offered 20,000,000 units SPAC IPO at $10.00 per unit in July 2025

Trust investments $201,375,529 Investments held in trust as of Sep 30, 2025

Cash outside trust $1,454,749 Cash balance outside trust as of Sep 30, 2025

Net income $1,479,282 Q3 2025 net income driven by trust interest income

G&A expenses $173,657 General and administrative expenses in Q3 2025

Market Reality Check

Price: $10.10 Vol: Volume 4,078 is 0.06x the...

low vol

$10.10 Last Close

Volume Volume 4,078 is 0.06x the 20-day average of 72,955, indicating limited pre-news activity. low

Technical Shares at $10.10 are trading slightly above the 200-day MA of $10.00 and near the 52-week range midpoint.

Peers on Argus

No peers in the stated sector showed momentum in the scanner, suggesting today’s...

No peers in the stated sector showed momentum in the scanner, suggesting today’s S-4 filing impact is stock-specific rather than sector-driven.

Previous Acquisition Reports

1 past event · Latest: Nov 26 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Nov 26	SPAC merger agreement	Positive	+0.4%	Announced SPAC business combination valuing Enhanced at $1.2B with cash proceeds.

Pattern Detected

For acquisition-related news, the only prior event saw a modestly positive reaction of 0.4%, indicating measured responses to deal milestones.

Recent Company History

In November 2025, Enhanced agreed to combine with A Paradise Acquisition Corp., valuing Enhanced at an enterprise value of $1.2 billion. That announcement, tied to up to $200 million in potential gross proceeds and a prior $40 million SAFE, produced a 0.4% move in APAD. Today’s Form S-4 filing advances the same business combination toward closing, consistent with the previously outlined H1 2026 timeline and SEC review process.

Historical Comparison

+0.4% avg move · The prior acquisition announcement on Nov 26, 2025 moved APAD by 0.4%. Today’s S-4 filing reflects a...

acquisition

+0.4%

Average Historical Move acquisition

The prior acquisition announcement on Nov 26, 2025 moved APAD by 0.4%. Today’s S-4 filing reflects a later-stage step on the same SPAC path, extending that deal timeline.

The transaction moved from announcing the SPAC business combination and planned S-4 in Nov 2025 to today’s actual Form S-4 filing, a key step toward the expected H1 2026 closing.

Market Pulse Summary

This announcement advances the SPAC transaction by confirming the Form S-4 filing for the Enhanced–A...

Analysis

This announcement advances the SPAC transaction by confirming the Form S-4 filing for the Enhanced–A Paradise business combination. It follows the November 2025 agreement valuing Enhanced at an enterprise value of $1.2 billion with up to $200 million in gross proceeds. Investors may track SEC effectiveness, the proxy process, redemption levels and the SPAC’s timeline to complete a deal before July 31, 2027 when evaluating future updates.

Key Terms

form s-4, registration statement, special purpose acquisition company (spac), business combination, +3 more

7 terms

form s-4 regulatory

"announced the public filing of a registration statement on Form S-4 with the U.S."

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

registration statement regulatory

"announced the public filing of a registration statement on Form S-4 with the U.S."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

special purpose acquisition company (spac) financial

"A Paradise Acquisition Corp. ("A Paradise") (NASDAQ: APAD), a special purpose acquisition company (SPAC), today"

A special purpose acquisition company (SPAC) is a company formed solely to raise money from public investors with the goal of merging with or buying a private business so that the private firm becomes publicly traded. Think of it like a pooled investment that gives investors a ticket to an untargeted future deal — it can offer faster access to high-growth companies but also means investors are relying on the SPAC’s managers to find a good deal and face risks if the target underperforms or no deal occurs.

business combination financial

"in connection with their previously announced proposed 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.

proxy statement/prospectus regulatory

"includes a document that serves as a prospectus and proxy statement of A Paradise, referred to as a proxy statement/prospectus."

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

prospectus regulatory

"includes a document that serves as a prospectus and proxy statement of A Paradise"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

stockholder approval regulatory

"subject to customary closing conditions, including effectiveness of the registration statement and A Paradise's stockholder approval."

Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.

AI-generated analysis. Not financial advice.

NEW YORK and HONG KONG, Feb. 12, 2026 /PRNewswire/ -- Enhanced Ltd ("Enhanced" or the "Company") and A Paradise Acquisition Corp. ("A Paradise") (NASDAQ: APAD), a special purpose acquisition company (SPAC), today jointly announced the public filing of a registration statement on Form S-4 with the U.S. Securities and Exchange Commission ("SEC") in connection with their previously announced proposed business combination.

The filing represents an important milestone in the transaction process and brings Enhanced one step closer to the consummation of the business combination, subject to customary closing conditions, including effectiveness of the registration statement and A Paradise's stockholder approval. The consummation of the business combination will result in Enhanced becoming a publicly traded company, Enhanced Group Inc., on the New York Stock Exchange under ticker symbol "ENHA". A copy of the registration statement can be accessed on the SEC's website by clicking here.

Important Information for Investors and Shareholders

This communication relates to a proposed transaction involving A Paradise and Enhanced. This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A Paradise and Enhanced have filed a registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy statement of A Paradise, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all A Paradise shareholders. A Paradise and Enhanced also will file other documents regarding the business combination with the SEC. Before making any voting decision, investors and security holders of A Paradise are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the business combination, as they become available because they will contain important information about the business combination. Neither the SEC nor any securities commission or any other U.S. or non-U.S. jurisdiction has approved or disapproved of the business combination or information included herein.

Investors and security holders are able to obtain free copies of the registration statement, the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC by A Paradise and Enhanced through the website maintained by the SEC at www.sec.gov. The documents filed by A Paradise with the SEC also may be obtained upon written request to A Paradise Acquisition Corp., The Sun's Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong, Attention: Claudius Tsang, Chief Executive Officer, +852 9583 3199.

Participants in Solicitation

Enhanced, A Paradise and their respective directors and executive officers may be deemed participants in the solicitation of proxies from A Paradise's stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in A Paradise is contained in A Paradise and Enhanced's registration statement on Form S-4 which will be filed with the SEC, and will be available free of charge at the SEC's website at https://www.sec.gov/, or by directing a request to A Paradise Acquisition Corp., The Sun's Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong, Attention: Claudius Tsang, Chief Executive Officer, +852 9583 3199.

Additional information regarding the interests of such participants is contained in the registration statement. A list of the names of the directors and executive officers of Enhanced and information regarding their interests in the business combination is contained in the registration statement. Additional information regarding the interests of such participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.

Forward-Looking Statements

This communication only speaks at the date hereof and may contain, and related discussions contain, "forward-looking statements" within the meaning of U.S. federal securities laws. These statements include descriptions regarding the intent, belief, estimates, assumptions or current expectations of A Paradise, Enhanced or their respective officers with respect to the consolidated results of operations and financial condition, future events and plans of A Paradise and Enhanced. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as "expect", "believe", "foresee", "anticipate", "intend", "estimate", "goal", "strategy", "plan", "target" and "project" or conditional verbs such as "will", "may", "should", "could", or "would" or the negative of these terms, although not all forward-looking statements contain these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are not historical facts, and are based upon management's current expectations, beliefs, estimates and projections, and various assumptions, many of which are inherently uncertain and beyond A Paradise's and Enhanced's control. Such expectations, beliefs, estimates and projections are expressed in good faith, and management believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to: the outcome of any legal proceedings that may be brought against Enhanced or A Paradise following the announcement of the transactions described herein; the inability to complete the transactions described herein; the failure to obtain required regulatory or shareholder approvals; the valuation of Enhanced in connection with the business combination, which was determined through negotiations among affiliated parties and may not represent a market-based valuation; Enhanced's unproven business model, limited operating history, and minimal revenue to date; the success of the inaugural 2026 Enhanced Games and subsequent events; audience, sponsor and media demand for performance-enhanced competition and related products; the availability of financing and proceeds from the private placement financing described herein; public, medical, regulatory, and ethical scrutiny of performance-enhancement substances and telehealth practices; the evolution of applicable sports, health, and data-privacy regulations; competition from established sports organizations and entertainment providers; insurance coverage limitations and increased operating costs; dependence on key management and medical personnel; exposure to litigation, antitrust or regulatory actions; risks related to market volatility, redemptions and the consummation of the business combination; Enhanced's ability to develop and, expand its information technology and financial infrastructure; Enhanced's intellectual property position, including the ability to maintain and protect intellectual property; the need to hire additional personnel and ability to attract and retain such personnel; the ability to recruit and retain athletes, coaches and partners; its ability to obtain additional capital and establish, grow and maintain cash flow or obtain additional and adequate financing; the effects of any future indebtedness on Enhanced's liquidity and its ability to operate the business; its expectations concerning relationships with third parties and partners; the impact of laws and regulations and its ability to comply with such laws and regulations including laws and regulations relating to consumer protection, advertising, tax, data privacy, and anti-corruption; any changes in certain rules and practices of U.S. and Non-U.S. entities, including U.S.A. Swimming, U.S.A. Track & Field, U.S.A Weightlifting, World Anti-Doping Agency, World Aquatics, World Athletics, the International Weightlifting Federation and other sport governing bodies; its expectations regarding the period during which Enhanced will qualify as an emerging growth company under the JOBS Act; the increased expenses associated with being a public company; and Enhanced's anticipated use of its existing resources and proceeds from the transactions described herein. There may be other risks not presently known to us or that we presently believe are not material that could also cause actual results to differ materially. Analysis and opinions contained in this communication may be based on assumptions that, if altered, can change the analysis or opinions expressed. In light of the significant uncertainties inherent in the forward-looking statements included in this communication, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this communication will be achieved, and you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date they are made and, A Paradise and Enhanced each disclaims any obligation, except as required by law, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

References throughout this communication to websites and reports are provided for convenience only, and the content on the referenced websites or in the referenced reports is not incorporated by reference into this communication. Enhanced assumes no liability for any third-party content contained on the referenced websites or in the referenced reports.

About Enhanced Ltd.

Enhanced is an elite sports competition and performance products company committed to giving athletes and people alike access to products that optimize their health, performance and recovery. The Enhanced Performance Product line provides consumers access to products, and protocols that optimize health, longevity and vitality. As a premium brand, Enhanced aims to revolutionize and lead the Performance Medicine category.

About The Enhanced Games

The Enhanced Games will champion scientific innovation and integrity in elite sporting competition. Enhanced believes in an objective, evidence-based approach to competition, one that celebrates athletic excellence and unlocks athletes' full potential. The Enhanced Games is not only creating a sporting event that is thrilling for spectators but also a beacon for scientific transparency and athlete welfare. By putting athletes first, it gives them the opportunity to reach their full potential and be compensated accordingly, all while ensuring their safety through rigorous medical supervision and scientific oversight. The inaugural Enhanced Games will take place on May 24, 2026 and will be held at a purpose-built competition complex at Resorts World Las Vegas. The Games will offer unprecedented financial incentives to athletes.

For Investors Contact:

ICR, Inc.

Enhanced@icrinc.com

For Media:

Enhanced Group Inc.

media@enhanced.com

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SOURCE Enhanced

FAQ

What did A Paradise (APAD) file with the SEC on Feb 12, 2026?

They filed a Form S-4 registration statement for the proposed business combination. According to Enhanced and A Paradise, the filing includes a proxy statement/prospectus to be sent to A Paradise shareholders and additional SEC filings.

If the deal closes, what will Enhanced's public company name and ticker be?

Enhanced will become publicly traded as Enhanced Group Inc. under ticker ENHA. According to Enhanced and A Paradise, listing on the New York Stock Exchange is planned upon transaction consummation.

What approvals are required for the Enhanced and A Paradise business combination?

Completion requires effectiveness of the registration statement and A Paradise stockholder approval. According to Enhanced and A Paradise, customary closing conditions must also be satisfied before the deal closes.

When and how will APAD shareholders receive the proxy statement/prospectus?

A proxy statement/prospectus will be sent to all A Paradise shareholders prior to voting. According to Enhanced and A Paradise, investors should review the filing and related SEC documents before making any voting decisions.

Where can investors obtain the Form S-4 and related documents for APAD/Enhanced?

Investors can obtain free copies via the SEC website at www.sec.gov. According to Enhanced and A Paradise, documents are also available by written request to A Paradise Acquisition Corp.'s Hong Kong contact.