UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 27, 2026
Date of Report (Date of earliest event reported)
A
Paradise Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands |
|
001-42769 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
The Sun’s Group Center
29th Floor, 200 Gloucester Road
Wan Chai
Hong Kong |
|
N/A |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +852 9583 3199
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-eighth of one Class A ordinary share |
|
APADU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, no par value |
|
APAD |
|
The Nasdaq Stock Market LLC |
| Rights |
|
APADR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On April 27, 2026, A Paradise Acquisition Corp.
(“A Paradise” or the “Company”) announced that, in connection with a proposed business combination (the “Business
Combination”) between the Company, A Paradise Merger Sub I, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary
of A Paradise, and Enhanced Ltd, a Cayman Islands exempted company with limited liability (“Enhanced”), it intends to voluntarily
delist its units, Class A ordinary shares and rights from The Nasdaq Stock Market LLC (“Nasdaq”), subject to the closing of
the Business Combination.
The Company’s decision to voluntarily delist
its units, Class A ordinary shares and rights from Nasdaq is due to the fact that upon the consummation of the Business Combination, the
combined company, Enhanced Group Inc., is expected to begin trading its Class A common stock on the New York Stock Exchange (the “NYSE”),
subject to the closing of the Business Combination and the fulfillment of all applicable listing requirements of the NYSE.
Trading of Enhanced Group Inc.’s Class A
common stock is currently expected to begin on the NYSE at market open on or about May 8, 2026 under the symbol “ENHA”, following
the consummation of the Business Combination. The last day of trading of the Company’s securities on Nasdaq is expected to be on
or about May 7, 2026. The delisting from Nasdaq and the listing on the NYSE are subject to the closing of the Business Combination and
the fulfillment of all applicable listing requirements of the NYSE.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 3.01 above
is incorporated into this Item 7.01 by reference. A copy of the press release issued by the Company announcing the voluntary delisting
from Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Relatedly, the Company and Enhanced issued a separate
press release regarding the upcoming extraordinary general meeting and Business Combination. A copy of the press release is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
The foregoing Exhibits 99.1 and 99.2 are being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated
by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1
and 99.2.
Important Information for Investors and Shareholders
This Current Report relates to a proposed transaction
involving A Paradise and Enhanced. This Current Report 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 U.S. Securities and Exchange Commission (“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
has been 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.
The hyperlinks included in the foregoing are not
incorporated by reference herein or in any future documents filed with the SEC and should not be considered part of this filing. 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.
Merger Proxy:
https://www.sec.gov/Archives/edgar/data/1956439/000162828026024742/aparadiseacquisitioncorp-4.htm
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 shareholders 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 has been filed with the SEC, and is 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 Current Report 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 Current Report
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 Current Report, 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 Current Report 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 Current Report 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 Current Report. Enhanced assumes no liability for any third-party content contained on the referenced websites or in the referenced
reports.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Exhibit |
| 99.1 |
|
Press Release by the Company, dated
April 27, 2026 |
| 99.2 |
|
Press Release by the Company and Enhanced, dated April 27, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Dated: April 27, 2026 |
| |
|
| |
A PARADISE ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Claudius Tsang |
| |
Name: |
Claudius Tsang |
| |
Title: |
Chief Executive Officer and
Chief Financial Officer |
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