Enhanced Group (NYSE: ENHA) closes SPAC deal amid redemptions and Q1 loss

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Enhanced Group Inc. completed its business combination with A Paradise Acquisition Corp., domesticated to Texas and began trading Class A common stock on NYSE under “ENHA.” The deal created a dual-class structure, including 258,837,933 Class B shares with ten votes each, giving Christian Angermayer–controlled entities about 96.6% voting power.

SPAC shareholders redeemed 19,611,370 public shares for roughly $201.7 million, leaving about $4.0 million in the trust at closing. SAFE investors provided about $40.0 million and received 4,000,182 Class A shares plus 2,000,080 warrants at a $10 exercise price. Immediately after closing, 122,230,453 Class A and 258,837,933 Class B shares were outstanding.

For the quarter ended March 31, 2026, Enhanced Ltd. generated revenue of only $2,755 and recorded a net loss of $16.4 million, with operating expenses of $16.5 million and cash of $12.8 million. Management discloses substantial doubt about the company’s ability to continue as a going concern without additional capital.

Positive

None.

Negative

Enhanced Ltd. reported minimal Q1 2026 revenue of $2,755 against $16.5 million of operating expenses and a $16.4 million net loss, contributing to an accumulated deficit of $48.5 million and a stockholders’ deficit of $43.6 million.
Management states there is substantial doubt about the company’s ability to continue as a going concern within one year without securing additional capital, highlighting significant liquidity and financing risk.

Insights

De-SPAC closes, but redemptions, heavy losses and going-concern risk dominate.

Enhanced Group Inc. has completed its SPAC merger and now trades on NYSE with a dual-class structure. Class B shares concentrated at Enhanced Holdings LP give entities associated with Christian Angermayer roughly 96.6% of voting power despite minority economic ownership.

SPAC investors redeemed 19.6 million shares for about $201.7M, leaving only $4.0M in the trust. Growth capital instead came mainly from about $40.0M of SAFEs, which converted into 4.0 million Class A shares plus 2.0 million warrants exercisable at $10 per share, adding dilution.

Q1 2026 financials highlight execution risk: revenue was just $2,755 against operating expenses of $16.5M, driving a net loss of $16.4M and a stockholders’ deficit of $43.6M. The company explicitly notes substantial doubt about its ability to continue as a going concern without further financing.

8-K Event Classification

13 items: 1.01, 2.01, 3.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01, 9.01

13 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Item 5.06 Change in Shell Company Status Governance

The company changed its shell company status, often through a reverse merger or acquisition of operating assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

SAFE private placement: $40,002,054 SPAC redemptions: $201,687,424.50 Post-close share count: 122,230,453 Class A; 258,837,933 Class B +5 more

8 metrics

SAFE private placement $40,002,054 Aggregate amount of SAFEs issued in equity private placement before Business Combination

SPAC redemptions $201,687,424.50 Cash paid to redeem 19,611,370 A Paradise Class A shares at about $10.28 per share

Post-close share count 122,230,453 Class A; 258,837,933 Class B Outstanding Enhanced Group common shares immediately after Business Combination

Q1 2026 revenue $2,755 Enhanced Ltd revenue for the three months ended March 31, 2026

Q1 2026 net loss $16,429,430 Enhanced Ltd net loss for the three months ended March 31, 2026

Cash balance $12,759,270 Enhanced Ltd cash and cash equivalents as of March 31, 2026

SAFEs liability $39,987,009 Simple Agreements for Future Equity recorded as a liability at March 31, 2026

Stockholders’ deficit $43,604,802 Enhanced Ltd total stockholders’ deficit as of March 31, 2026

Key Terms

Business Combination Agreement, Simple Agreements for Future Equity, going concern, controlled company, +2 more

6 terms

Business Combination Agreement financial

"entered into a Business Combination Agreement (the “Business Combination Agreement”) with A Paradise Merger Sub I, Inc."

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Simple Agreements for Future Equity financial

"Simple Agreements for Future Equity (“SAFEs”) to investors in an aggregate amount of $40,002,054."

going concern financial

"contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern."

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

controlled company financial

"Because Apeiron controls more than a majority of the total voting power of the Company, the Company is a “controlled company” within the meaning of NYSE listing rules."

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

dual-class common stock financial

"Enhanced Group Class A common stock and 258,837,933 shares of Enhanced Group Class B common stock"

Registration Rights Agreement financial

"entered into that certain registration rights agreement (the “Registration Rights Agreement”) in substitution for the Original Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Understanding 8-K Material Events →

05/08/2026 - 08:10 AM

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

Date of Report (Date of earliest event reported): May 6, 2026

ENHANCED GROUP INC.

(Exact name of registrant as specified in its charter)


Texas	001-42769	42-2394886
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


169 Madison Ave, Suite 15101 New York, NY			10016
(Address of principal executive offices)			(Zip Code)

N/A

(Registrant’s telephone number, including area code)


A Paradise Acquisition Corp. The Sun’s Group Center 29th Floor, 200 Gloucester Road Wan Chai Hong Kong (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 to the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

ENHA

The New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

INTRODUCTORY NOTE

Domestication and Merger

As previously announced, on November 26, 2025, Enhanced Group Inc., a Texas corporation (f/k/a A Paradise Acquisition Corp., a blank check company incorporated in the British Virgin Islands as a business company with limited liability) (“A Paradise” and after the Domestication (as defined below), “Enhanced Group” or the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with A Paradise Merger Sub I, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of A Paradise (“Merger Sub”), and Enhanced Ltd, a Cayman Islands exempted company with limited liability (“Enhanced”).

On May 6, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “Domestication Proposal” beginning on page 245 of the final prospectus and definitive proxy statement, dated April 10, 2026 (the “Proxy Statement/Prospectus”) filed with the U.S. Securities and Exchange Commission (the “SEC”), in accordance with the Company’s Plan of Conversion adopted in accordance with Section 10.102(a) of the Texas Business Organizations Code (the “TBOC”) (included as Exhibit 2.2 to the Proxy Statement/Prospectus), A Paradise filed an application to discontinue as a business company with the BVI Registrar of Corporate Affairs, together with the necessary accompanying documents, and filed a certificate of formation (included as Exhibit 3.3 to the Proxy Statement/Prospectus, the “Certificate of Formation”) and a certificate of conversion of a foreign entity converting to a Texas filing entity with the Secretary of State of the State of Texas (included as Exhibit 3.4 to the Proxy Statement/Prospectus, the “Certificate of Domestication”), under which A Paradise domesticated and continued as a Texas corporation (the “Domestication”). Immediately before the effective time of the Domestication, each then-issued and outstanding Class B ordinary share of A Paradise (“A Paradise Class B ordinary share”) converted, on a one-for-one basis, into one Class A ordinary share of A Paradise, each converted share being a “Converted A Paradise Class A ordinary share.” At the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any A Paradise shareholder as of and immediately prior to the time at which the Second Merger (as defined below) became effective, (1) each then-issued and outstanding Class A ordinary share of A Paradise, including the Converted A Paradise Class A ordinary share (“A Paradise Class A ordinary share”) converted automatically, on a one-for-one basis, into a share of Class A common stock, par value of $0.0001 per share, of Enhanced Group (the “Enhanced Group Class A common stock”), (2) A Paradise authorized the Class B common stock, par value of $0.0001 per share, of Enhanced Group (“Enhanced Group Class B common stock”), the terms of which, among other things, provide that each share of Enhanced Group Class B common stock carries ten votes, (3) each then-issued and outstanding unit of A Paradise (“A Paradise Unit”) converted automatically into one unit of Enhanced Group (“Enhanced Group Unit”) representing one share of Enhanced Group Class A common stock and a right of Enhanced Group, representing a right to receive one-eighth of one share of Enhanced Group Class A common stock (each, an “Enhanced Group Right”), and (4) at the First Effective Time (as defined in the Proxy Statement/Prospectus), each then-issued and outstanding Enhanced Group Unit was separated into one share of Enhanced Group Class A common stock and one Enhanced Group Right, which converted into one-eighth of one share of Enhanced Group Class A common stock.

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “The BCA Proposal” beginning on page 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby:

•Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

•upon the consummation of the First Merger, each issued and outstanding Enhanced common share (other than treasury shares and dissenting shares but including Enhanced common shares issuable in respect of the Private Placement Investment, as defined in the Proxy Statement/Prospectus and described below) automatically converted into the right to receive a number of shares of Enhanced Group Class A common stock equal to the Exchange Ratio (as defined in the Proxy Statement/Prospectus);

-2-

•Enhanced, as the surviving company from the First Merger, merged with and into A Paradise (the “Second Merger” and, together with the Domestication, the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with the Company surviving the Second Merger;

•in addition, at the First Effective Time, (i) each Enhanced Option (as defined in the Proxy Statement/Prospectus) outstanding as of immediately prior to the First Effective Time was converted into an option to acquire shares of Enhanced Group Class A common stock (“Enhanced Group Option”) on substantially the same terms, including with respect to vesting, exercisability and termination-related provisions, except that the number of shares of Enhanced Group Class A common stock equaled the number of Enhanced common shares subject to such option multiplied by the Exchange Ratio, rounded down to the nearest whole share, and the per-share exercise price equaled the prior exercise price divided by the Exchange Ratio, rounded up to the nearest full cent; (ii) each Enhanced Top-Up Award (as defined in the Proxy Statement/Prospectus) outstanding as of immediately prior to the First Effective Time was converted into the right to receive shares of Enhanced Group Class A common stock (“Enhanced Group Top-Up Award”) subject to substantially the same terms and conditions as were applicable to such award immediately prior to the First Effective Time; (iii) each Enhanced Consultant Warrant (as defined in the Proxy Statement/Prospectus) outstanding as of immediately prior to the First Effective Time was converted into a warrant to acquire shares of Enhanced Group Class A common stock (“Enhanced Group Consultant Warrant”) upon substantially the same terms and conditions as were in effect with respect to such warrant immediately prior to the First Effective Time, including with respect to vesting, exercisability and termination-related provisions, except that the number of shares equaled the number of Enhanced common shares subject to such warrant multiplied by the Exchange Ratio, rounded down to the nearest whole share, and the per-share exercise price equaled the prior exercise price divided by the Exchange Ratio, rounded up to the nearest full cent.

In connection with the consummation of the Business Combination, the Company (a) issued or assumed equity instruments comprising an aggregate of 136,230,491 shares of Enhanced Group Class A common stock, consisting of the sum of (i) 10,230,297 shares of Enhanced Group Class A common stock issued to holders of A Paradise Class A ordinary shares, A Paradise Units and A Paradise Rights (as defined in the Proxy Statement/Prospectus) in connection with the Domestication and the Mergers; (ii) 112,000,156 shares of Enhanced Group Class A common stock issued to holders of Enhanced common shares as stock consideration in the Mergers (including shares issued in respect of the conversion of the SAFEs from the Private Placement Investment, both as defined in the Proxy Statement/Prospectus and described below); and (iii) assumed the Enhanced Group Options, Enhanced Group Top-Up Awards and Enhanced Group Consultant Warrants that collectively are exercisable for 11,999,958 shares of Enhanced Group Class A common stock; and (b) issued 258,837,933 shares of Enhanced Group Class B common stock, all of which Enhanced Group Class B common stock was issued to Enhanced Holdings LP. In addition, immediately after consummation of the Business Combination, the Company issued SAFE Warrants exercisable for up to 2,000,080 shares of Enhanced Group Class A common stock upon exercise thereof.

The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

Private Placement Investment

As previously announced, on November 26, 2025, Enhanced entered into an equity private placement transaction pursuant to which it issued SAFEs (as defined in the Proxy Statement/Prospectus) to certain investors in an aggregate amount of $40,002,054. Upon consummation of the Business Combination, all outstanding SAFEs issued by Enhanced automatically converted, immediately prior to the closing of the Business Combination, into Enhanced common shares, which were then exchanged alongside the other Enhanced common shares for shares of Enhanced Group Class A common stock. The number of Enhanced common shares issued upon conversion and converted into shares of Enhanced Group Class A common stock was determined by dividing each SAFE investor’s purchase amount by Enhanced Group’s post-money valuation cap of $1.2 billion, multiplied by the fully diluted

capitalization of Enhanced immediately prior to the Business Combination. As a result, the SAFE holders collectively received a number of shares of Enhanced Group Class A common stock representing their pro rata ownership percentage in the Company on a fully diluted basis, equal to 4,000,182 shares of Enhanced Group Class A common stock in the aggregate. Immediately following the closing of the Business Combination, the Company also issued to the SAFE investors warrants equal to fifty percent (50%) of the number of shares of Enhanced Group Class A common stock received upon conversion, each exercisable for one share of Enhanced Group Class A common stock at a per-share price equal to the conversion price determined under the SAFE, which is $10 per share. Up to 2,000,080 shares of Enhanced Group Class A common stock are issuable upon exercise of the SAFE Warrants. The automatic conversion increased the Company’s total outstanding common equity and contributed to dilution of existing shareholders’ ownership interests.

In addition, as previously announced, on March 18, 2026, in order to access additional capital prior to the Enhanced Games, Enhanced entered into a working capital note with Apeiron Investment Group Limited (“Apeiron”) for a line of credit commitment up to $20.0 million (the “Working Capital Note”). The terms of the Working Capital Note provided for an applicable interest rate of 5.0% per annum and a maturity date of September 18, 2027. The Working Capital Note also provided for mandatory prepayment of amounts outstanding under the Working Capital Note upon Closing if (a) the Business Combination was consummated and (b) after A Paradise shareholder redemptions and the payment of transaction expenses, the amount remaining in the Trust Account exceeded $20.0 million; provided that such mandatory prepayment would in no event exceed the amount by which such funds that remain in the Trust Account exceed $20.0 million. The Working Capital Note also provides that, in consideration for the commitment thereunder, the lock-up restrictions applicable to Apeiron and its affiliates under the Transaction Support Agreement (as defined in the Proxy Statement/Prospectus) would, in the event Apeiron or its applicable affiliates entered into any pledge, hedge, swap or other arrangement that transfers to another, or disposes of (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)), any of the interests (including economic consequences of ownership) with respect to any shares of Enhanced Group, cease to apply to such shares.

Redemption

In connection with the Extraordinary General Meeting held on May 1, 2026, holders of 19,611,370 shares of A Paradise Class A ordinary shares sold in A Paradise’s initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account (as defined in the Proxy Statement/Prospectus) holding the proceeds from A Paradise’s initial public offering (excluding any amounts then on deposit in the Trust Account that were allocable on a pro rata basis to the A Paradise private shares), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), but excluding any interest earned on the funds held in the Trust Account that were allocable on a pro rata basis to the A Paradise private shares, which was approximately $10.28 per share, or approximately $201,687,424.50 in the aggregate (the “Redemption”). The remaining balance immediately prior to the Closing of approximately $3,996,752.11 remained in the Trust Account.

Item 1.01 Entry into a Material Definitive Agreement

Registration Rights Agreement

On May 7, 2026, in connection with the completion of the Transactions and as contemplated by the Business Combination Agreement, Enhanced Group, the Sponsor, Apeiron and CCM (as defined in the Proxy Statement/Prospectus) entered into that certain registration rights agreement (the “Registration Rights Agreement”) in substitution for the Original Registration Rights Agreement (as defined in the Proxy Statement/Prospectus), which Original Registration Rights Agreement was terminated. The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 196 titled “The BCA Proposal-Related Agreements-Registration Rights Agreement.” Such description is qualified in its entirety by the text of the

Registration Rights Agreement, which is included as Exhibit 10.1 to this Report and is incorporated herein by reference.

Indemnification Agreements

On May 7, 2026, in connection with the completion of the Transactions, Enhanced Group entered into indemnification agreements with its directors, executive officers and with certain other advisors and officers (including officers of its subsidiaries). Each indemnification agreement provides for indemnification by Enhanced Group, to the fullest extent permitted by law, of certain liabilities arising out of the indemnitee’s association with Enhanced Group or another entity where he or she acts or acted as a director or officer or in a similar capacity at Enhanced Group’s request, if the indemnitee acted honestly and in good faith with a view to the best interests of Enhanced Group or other entity, as the case may be and, with respect to a criminal or administrative action or proceeding that is enforced by monetary penalty, if the indemnitee had no reasonable grounds to believe that his or her conduct was unlawful. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, a form of which is attached hereto as Exhibit 10.7 and is incorporated herein by reference.

Insider Letter Amendment

On May 7, 2026, in connection with the completion of the Transactions and as contemplated by the Business Combination Agreement, A Paradise entered into certain amendments to that certain letter agreement, dated as of July 29, 2025, by and among the Sponsor, A Paradise and CCM (the “Insider Letter Amendment”), which, among other things, extended the lock-up period therein (subject to certain customary exceptions) with respect to the Sponsor’s equity securities for a period of 12 months following the Closing Date, subject to customary exceptions, and price-based releases pursuant to which, if the last reported sale price of the Enhanced Group Class A common stock equals or exceeds $20.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing after May 24, 2026, Enhanced Group has the right (but not the obligation) to release the Sponsor and cause the Sponsor to be released from its lock-up obligations; provided that each such release shall be on terms reasonably satisfactory to Enhanced Group. The lock-up restrictions set forth in the Insider Letter Amendment are in addition to, and are not to be limited by, the lock-up provisions set forth in the Sponsor Equity Agreement (attached to the Proxy Statement/Prospectus as Annex T). The foregoing description of the Insider Letter Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Letter Amendment, which is included as Exhibit 10.16 to this Report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.

As previously reported, at the Extraordinary General Meeting, A Paradise’s shareholders approved the Business Combination. On May 7, 2026, the parties to the Business Combination Agreement completed the Business Combination.

Holders of 19,611,370 Class A ordinary shares of A Paradise exercised their right to redeem such shares for cash at a price of approximately $10.28 per share for aggregate payments of approximately $201,687,424.50, resulting in $3,996,752.11 from the Trust Account being available to the Company following the Closing, before expenses.

Immediately after giving effect to the completion of the Business Combination, there were outstanding:

•122,230,453 shares of Class A common stock;

•258,837,933 shares of Class B common stock;

•10,656,222 Enhanced Options;

•526,731 Enhanced Top-Up Awards;

•2,000,080 SAFE Warrants, each of which is exercisable for one share of Class A common stock; and

•817,005 Consultant Warrants, each of which is exercisable for one share of Class A common stock.

The material terms and conditions of the Business Combination Agreement are described in the Proxy Statement/Prospectus in the section titled “The BCA Proposal” beginning on page 180, which is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant was filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This Report only speaks as of the date hereof and may 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 the Company or its respective officers with respect to the consolidated results of operations and financial condition, future events and plans of the Company. 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 the Company’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 the Company following the Business Combination described herein; the Company’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; 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; the Company’s ability to develop and expand its information technology and financial infrastructure; the Company’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 the Company’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 the Company will qualify as an emerging growth company under the JOBS Act; the increased expenses associated with being a public company; and the Company’s anticipated use of its existing resources and proceeds from the transactions described herein.

There may be other risks not presently known to the Company or that the Company presently believes are not material that could also cause actual results to differ materially. Analysis and opinions contained in this 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 Report, the inclusion of such forward-looking statements should not be regarded as a representation by the Company that the objectives and plans set forth in this 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 the Company 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.

Business

The business of A Paradise prior to the Business Combination is described in the Proxy Statement/Prospectus in the section titled “Information About A Paradise” beginning on page 309, and the business of Enhanced prior to, and of the Company subsequent to, the Business Combination, is described in the Proxy Statement/Prospectus in the section titled “Information About Enhanced” beginning on page 330, which are incorporated herein by reference.

The Company’s investor relations website is located at https://investors.enhanced.com. We use our investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, in addition to following press releases, SEC filings and public conference calls and webcasts. We also make available, free of charge, on our investor relations website under “SEC Filings,” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC. We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including reports filed by our officers and directors under Section 16(a) of the Exchange Act. The SEC maintains a website (https://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We have included web addresses of the Company and the SEC as inactive textual references only. Except as specifically incorporated by reference into this Report, information on such websites is not part of this Report.

Risk Factors

The risk factors related to the Company’s business and operations and the Business Combination are set forth in the section titled “Risk Factors” beginning on page 120 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.

Financial Information

Unaudited Condensed Financial Statements

The unaudited condensed financial statements of A Paradise as of and for the three months ended March 31, 2026, and the related notes, are included in A Paradise’s Quarterly Report on Form 10-Q filed on May 4, 2026, and are incorporated herein by reference. These unaudited condensed financial statements should be read in conjunction with the historical audited financial statements of A Paradise as of and for the years ended December 31, 2025 and 2024, and the related notes, included in the Proxy Statement/Prospectus, which are incorporated by reference herein, the section titled “A Paradise’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein and the section titled “A Paradise’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein.

The unaudited condensed financial statements of Enhanced as of and for the three months ended March 31, 2026 set forth in Exhibit 99.1 hereto have been prepared in accordance with U.S. generally accepted accounting

principles. These unaudited condensed financial statements should be read in conjunction with the historical audited financial statements of Enhanced as of and for the years ended December 31, 2025 and 2024, and the related notes, included in the Proxy Statement/Prospectus, which are incorporated by reference herein, the section titled “Enhanced’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein and the section titled “Enhanced’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein.

Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information of Enhanced Group as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

A Paradise’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

A Paradise’s management’s discussion and analysis of the financial condition and results of operations of A Paradise for the years ended December 31, 2025 and 2024 is included in the Proxy Statement/Prospectus in the section titled “A Paradise’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” which is incorporated herein by reference.

A Paradise’s management’s discussion and analysis of the financial condition and results of operations as of and for the three months ended March 31, 2026 is included in A Paradise’s Quarterly Report on Form 10-Q filed on May 4, 2026, which is incorporated herein by reference.

Enhanced’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

Enhanced’s management’s discussion and analysis of the financial condition and results of operations of Enhanced for the years ended December 31, 2025 and 2024 is included in the Proxy Statement/Prospectus in the section titled “Enhanced’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” which is incorporated herein by reference.

Enhanced’s management’s discussion and analysis of the financial condition and results of operations of Enhanced as of and for the three months ended March 31, 2026 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.

Properties

The properties of the Company are described in the section titled “Information About Enhanced—Properties” on page 350 of the Proxy Statement/Prospectus, and that information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of Enhanced Group common stock as of the Closing Date by:

•each person who is expected to beneficially own 5.0% or more of the outstanding common stock of the Company;

•each of the Company’s named executive officers and directors; and

•all executive officers and directors of the Company as a group.

The beneficial ownership of shares of the Company’s common stock is based on (i) 122,230,453 shares of Enhanced Group Class A common stock issued and outstanding as of the Closing Date and (ii) 258,837,933 shares of Enhanced Group Class B common stock issued and outstanding as of the Closing Date, in each case, after giving effect to the Redemption and the Business Combination. Certain shares of Enhanced Group Class A common stock are subject to restrictions on transfer and release as described in the section titled “Shares Eligible For Future Sale—Lockup Arrangements” on page 400 of the Proxy Statement/Prospectus, and that information is incorporated herein by reference.

Except as otherwise noted herein, the number and percentage of Enhanced Group common stock beneficially owned is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option, warrant or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person. Each holder of Enhanced Group Class A common stock is entitled to one (1) vote per share and each holder of Enhanced Group Class B common stock is entitled to ten (10) votes per share.


	Pre-Business Combination		Post-Business Combination
	Number of A Paradise ordinary shares	% of A Paradise ordinary shares	Enhanced Group Class A common stock	Enhanced Group Class B common stock	% of Total Enhanced Group Class A common stock	% of Voting Power(7)
Directors and Executive Officers(1)
Christian Angermayer(2)	-	-	29,904,746	258,837,933	24.4%	96.6%
Maximilian Martin	-	-	10,151,943	-	8.3%	0.4%
Aron D’Souza(3)	-	-	7,602,125	-	6.2%	0.3%
James J. Murren(4)	-	-	6,037,443	-	4.9%	0.2%
Rick Adams	-	-	306,464	-	0.3%	— %
Dirk Struycken	-	-	281,840	-	0.2%	— %
Alex Lopez(5)	-	-	142,539	-	0.1%	— %
Siddhartha Banthiya	-	-	-	-	— %	— %
Emily Tabak	-	-	-	-	— %	— %
Chris Jones	-	-	-	-	— %	— %
Dr. Juliette Han	-	-	-	-	— %	— %
Anthony D. Eisenberg	-	-	-	-	— %	— %
James Simpson	-	-	-	-	— %	— %
All executive officers and directors as a Group (10 individuals)	-	-	46,543,135	258,837,933	38.0%	97.2%

5% Holders of Enhanced Group Post-Business Combination
Christian Angermayer(2)	-	-	29,904,746	258,837,933	24.4%	96.6%
Maximilian Martin	-	-	10,151,943	-	8.3%	0.4%
Aron D’Souza(3)	-	-	7,602,125	-	6.2%	0.3%
James J. Murren(4)	-	-	6,037,443	-	4.9%	0.2%
A SPAC IV (Holdings) Corp.(6)	7,066,667	25.9 %	7,116,667	-	5.8%	0.3%

__________________

(1)The business address for the directors and executive officers of Enhanced Group is 169 Madison Avenue, Suite 15101, New York, New York 10016.

(2)Shares reported in this table as beneficially owned by Christian Angermayer are held directly by Enhanced Holdings LP. Christian Angermayer is the sole voting shareholder of Apeiron, which in turn controls Enhanced Holdings GP, a Cayman Islands exempted

company, which is the general partner of Enhanced Holdings LP. As a result, each of the foregoing entities and Mr. Angermayer may be deemed to share beneficial ownership over the securities held directly by Enhanced Holdings LP.

(3)Mr. D’Souza ceased providing services to Enhanced as a director and employee on September 4, 2025. The business address for Mr. D’Souza is c/o Enhanced US LLC, 169 Madison Avenue, Suite 15101, New York, New York 10016.

(4)For purposes of this table, the holdings of James J. Murren include shares held by the JM 2021 Irrevocable Trust, which is a trust for the benefit of certain immediate family members of Mr. Murren, who also serves as a trustee of such trust. As a result, James J. Murren may be deemed the beneficial owner of the shares held by such trust.

(5)Mr. Lopez ceased providing services to Enhanced on February 9, 2026.

(6)Mr. Tsang has voting and dispositive power over the securities held of record by the Sponsor. The business address of the Sponsor is 29/F, The Sun’s Group, 200 Gloucester Road, Wan Chai, Hong Kong. Includes shares of Enhanced Group Class A common stock subject to the Sponsor Equity Agreement. For further information, please see the section titled “The BCA Proposal—Related Agreements—Sponsor Equity Agreement” beginning on page 197 of the Proxy Statement/Prospectus, and that information is incorporated herein by reference.

(7)For each person and group included in this column, the percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Enhanced Group common stock as a single class. In respect of matters requiring a shareholder vote, each share of Enhanced Group Class A common stock is entitled to one (1) vote and each share of Enhanced Group Class B common stock is entitled to ten (10) votes.

Directors and Executive Officers

The Company’s directors and executive officers are described in the section titled “Management of Enhanced Group following the Business Combination” beginning on page 371 of the Proxy Statement/Prospectus, and that information is incorporated herein by reference.

Directors

Pursuant to the approval of A Paradise shareholders at the extraordinary general meeting of A Paradise shareholders held on May 1, 2026 (the “Extraordinary General Meeting”), the following persons constitute the Company’s board of directors (the “Board”) effective upon the Closing: Maximilian Martin, Siddhartha Banthiya, Christian Angermayer, James J. Murren, Dr. Juliette Han, Anthony D. Eisenberg and James Simpson. Each of Claudius Tsang, Ashley Bancroft, Tracy Hui Yin Choi and Nathan Pau resigned as directors of the Company effective as of the Closing. Biographical information for these individuals is set forth in the section titled “Management of Enhanced Group following the Business Combination” beginning on page 371 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Director Independence

Because Apeiron controls more than a majority of the total voting power of the Company, the Company is a “controlled company” within the meaning of NYSE listing rules. Under NYSE listing rules, a company of which more than 50% of the voting power for the election of directors is held by an individual or a group of persons acting together is a “controlled company” and may elect not to comply with the following NYSE listing rules regarding corporate governance:

•the requirement that a majority of its board of directors consist of independent directors;

•the requirement that compensation of its executive officers be determined by a compensation committee comprised solely of independent directors; and

•the requirement that director nominees be selected, or recommended for the board’s selection, by a nominating committee comprised solely of independent directors.

Three of the Company’s seven directors are independent directors and the Company’s board of directors has an independent audit committee. However, the Company’s board of directors does not consist of a majority of independent directors, nor does the Company have a compensation committee or a nominating and corporate governance committee comprised solely of independent directors.

The Company’s board of directors has determined that James J. Murren, Dr. Juliette Han and Anthony D. Eisenberg are “independent directors,” as defined in NYSE listing standards and applicable SEC rules.

Committees of the Board of Directors

Effective as of the Closing, the standing committees of the Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating Committee”). Each of the committees reports to the Board.

Effective as of the Closing, the Board appointed Messrs. James J. Murren and Anthony D. Eisenberg and Dr. Juliette Han to serve on the Audit Committee, with Mr. James J. Murren as chair. The Board appointed Mr. James Simpson and Dr. Juliette Han to serve on the Compensation Committee, with Mr. James Simpson as chair. The Board appointed Messrs. James Simpson and Anthony D. Eisenberg to serve on the Nominating Committee, with Mr. James Simpson as chair.

Executive Officers

Effective as of the Closing, Mr. Claudius Tsang resigned as the Chairman, Chief Executive Officer and Chief Financial Officer. Effective as of the Closing, the Board appointed Mr. Martin to serve as Chief Executive Officer, Mr. Siddhartha Banthiya to serve as Chief Financial Officer, Mr. Rick Adams as Chief Sporting Officer, Mr. Chris Jones as Chief Communications Officer and Ms. Emily Tabak as Chief Legal Officer. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Management of Enhanced Group following the Business Combination—Executive Officers” beginning on page 371 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Executive and Director Compensation

A description of the compensation of the named executive officers of Enhanced Group after the consummation of the Business Combination is set forth in the section titled “Executive Compensation” beginning on page 377 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

At the Extraordinary General Meeting, A Paradise shareholders approved the Enhanced Group Founder Plan (the “Founder Plan”). A description of the Founder Plan is set forth in the section titled “Founder Plan Proposal” beginning on page 263 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the Founder Plan is filed as Exhibit 10.4 hereto and is incorporated herein by reference.

At the Extraordinary General Meeting, A Paradise shareholders approved the Enhanced Group Omnibus Incentive Compensation Plan (the “Omnibus Incentive Plan”). A description of the Omnibus Incentive Plan is set forth in the section titled “Omnibus Incentive Plan Proposal” beginning on page 268 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the Omnibus Incentive Plan is filed as Exhibit 10.5 hereto and is incorporated herein by reference.

At the Extraordinary General Meeting, A Paradise shareholders approved the Enhanced Group Employee Share Purchase Plan (the “ESPP”). A description of the ESPP is set forth in the section titled “ESPP Proposal” beginning on page 274 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the ESPP is filed as Exhibit 10.6 hereto and is incorporated herein by reference.

Indemnification of Directors and Officers

The information set forth under “Indemnification Agreements” under Item 1.01 of this Report is incorporated herein by reference. Further information about the indemnification of the Company’s directors and officers is set forth in the Proxy Statement/Prospectus in the section titled “Description of Enhanced Group’s Securities—Limitations on Liability and Indemnification of Officers and Directors” beginning on page 398, which is incorporated herein by reference.

Certain Relationships and Related Transactions

Certain relationships and related party transactions of the Company are described in the section titled “Certain Relationships and Related Party Transactions” beginning on page 386 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The information set forth under Item 1.01 of this Report is incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Information About Enhanced—Legal Proceedings” beginning on page 356, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

A Paradise’s Class A ordinary shares were historically quoted on the Nasdaq Global Market (“Nasdaq”) under the symbol “APAD.” As of the Closing Date, there were approximately 429 holders of record of Enhanced Group Class A common stock. The Enhanced Group Class A common stock began trading on NYSE under the symbol “ENHA” on May 8, 2026.

Enhanced Group has not paid any cash dividends on shares of Enhanced Group Class A common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Board.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Report concerning the issuance and sale by Enhanced of certain unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities

The description of the Company’s securities is contained in the section titled “Description of Enhanced Group’s Securities” beginning on page 395 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Report is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The information set forth under Item 4.01 of this Report is incorporated herein by reference.

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 provided written notice to Nasdaq of its intention to voluntarily withdraw the listing of its Class A ordinary shares, the A Paradise Rights and the A Paradise Units from Nasdaq and list the Class A common stock on NYSE following, and subject to, the completion of the Business Combination. As a result and upon the effective time of the Domestication, all of the outstanding A Paradise Units listed on Nasdaq under the symbol “APADU” separated into their component securities and, as a result, no longer trade as an independent security. The Enhanced Group Class A common stock began trading on NYSE under the symbol “ENHA” on May 8, 2026.

Item 3.02Unregistered Sales of Equity Securities

The disclosure set forth in the “Introductory Note—Private Placement Investment” above is incorporated into this Item 3.02 by reference.

Item 3.03Material Modification to Rights of Security Holders.

Immediately prior to the consummation of the Business Combination, the Company filed the Certificate of Formation with the Secretary of State of the State of Texas. The material terms of the Certificate of Formation and Enhanced Group’s by-laws (the “By-laws”) and the general effect upon the rights of holders of Enhanced Group’s common stock are discussed in the sections titled “Domestication Proposal” beginning on page 245 and “Organizational Documents Proposals” beginning on page 248 of the Proxy Statement/Prospectus, which are incorporated by reference herein.

The disclosures set forth under the “Introductory Note,” in Item 1.01 and in Item 2.01 of this Report are also incorporated herein by reference. Copies of the Certificate of Formation and the By-laws are included as Exhibit 3.1 and 3.2, respectively, to this Report and are incorporated herein by reference.

Item 4.01Changes in Registrant’s Certifying Accountant.

(a)Dismissal of Independent Registered Public Accounting Firm

On May 7, 2026, the Board, based upon the recommendation of the Audit Committee, dismissed WWC, P.C. (“WWC”), the Company’s independent registered public accounting firm prior to the Business Combination and notified WWC that it will not be engaged to audit the Company’s consolidated financial statements for the year ending December 31, 2026.

The Report of Independent Registered Public Accounting Firm on A Paradise Acquisition Corp.’s financial statements as of December 31, 2025 and 2024 and for the years then ended, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to audit scope or accounting principles, except that such report on the Company’s financial statements contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

During the period from November 9, 2022 (A Paradise Acquisition Corp.’s inception) to December 31, 2025 and the subsequent interim period through March 31, 2026, there were no “disagreements or reportable events” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of WWC, would have caused WWC to make reference thereto in its report on A Paradise Acquisition Corp.’s pre-merger financial statements for such periods.

During the period from November 9, 2022 to December 31, 2025 and the subsequent interim period through March 31, 2026, there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K). The Company provided WWC a copy of the foregoing disclosures and has requested that WWC furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of WWC’s letter, dated May 8, 2026, is filed as Exhibit 16.1 to this Report.

(b)Appointment of New Independent Registered Public Accounting Firm

On May 7, 2026, the Board, based upon the recommendation of the Audit Committee, approved the engagement of BDO USA, P.C. as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2026. BDO USA, P.C. served as independent registered public accounting firm of Legacy Enhanced prior to the Business Combination.

During the fiscal years ended December 31, 2025 and 2024, and subsequent interim period through May 7, 2026, neither the Company nor anyone on the Company’s behalf consulted with BDO USA, P.C. with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that BDO USA, P.C. concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).

Item 5.01Changes in Control of Registrant.

The disclosure set forth in the “Introductory Note” and in Item 2.01 of this Report is incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Officers and Directors

Upon the consummation of the Business Combination, and in accordance with the terms of the Business Combination Agreement, Claudius Tsang ceased serving in his capacity as Chief Executive Officer and Chief Financial Officer of A Paradise, and Claudius Tsang, Ashley Bancroft, Tracy Hui Yin Choi and Nathan Pau ceased serving on A Paradise’s board of directors.

Effective as of the Closing, Christian Angermayer, Maximilian Martin, James J. Murren, Siddhartha Banthiya, Dr. Juliette Han, Anthony D. Eisenberg and James Simpson were appointed as directors of the Company, to serve until the end of their respective terms and until their successors are elected and qualified. The Board appointed James J. Murren, Juliette Han and Anthony D. Eisenberg to serve on the Audit Committee, with Mr. Murren as chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. The Board appointed Mr. Simpson and Ms. Han to serve on the Compensation Committee, with Mr. Simpson as chair. The Board appointed Messrs. Simpson and Eisenberg to serve on the Nominating and Corporate Governance Committee, with Mr. Simpson as chair.

There are no material compensatory plans, contracts or arrangements entered into or materially amended in connection with the appointments described above, other than as described in the Proxy Statement/Prospectus and this Report.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section titled “Director Election Proposal” beginning on page 259 and “Management of Enhanced Group following the Business Combination” beginning on page 371 of the Proxy Statement/Prospectus for biographical information about each of the directors and executive officers following the Business Combination, which is incorporated herein by reference.

Founder Plan

On May 7, 2026, the Founder Plan became effective. The initial aggregate number of shares of Enhanced Group Class A common stock available for issuance under the Founder Plan is 6,711,521, subject to certain adjustments set forth therein.

A description of the Founder Plan is set forth in the section titled “Founder Plan Proposal” beginning on page 263 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the Founder Plan is filed as Exhibit 10.4 hereto and is incorporated herein by reference.

Omnibus Incentive Award Plan

On May 7, 2026, the Omnibus Incentive Plan became effective. The initial aggregate number of shares of Enhanced Group Class A common stock available for issuance under the Omnibus Incentive Plan is 6,711,521, subject to certain adjustments set forth therein.

A description of the Omnibus Incentive Plan is set forth in the section titled “Omnibus Incentive Plan Proposal” beginning on page 268 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the Omnibus Incentive Plan is filed as Exhibit 10.5 hereto and is incorporated herein by reference.

Employee Share Purchase Plan

On May 7, 2026, the ESPP became effective. The initial aggregate number of shares of Enhanced Group Class A common stock available for issuance under the ESPP is 2,684,608, subject to certain adjustments set forth therein.

A description of the ESPP is set forth in the section titled “ESPP Proposal” beginning on page 274 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the ESPP is filed as Exhibit 10.6 hereto and is incorporated herein by reference.

Item 5.03Amendments to the Articles of Incorporation or By-laws.

Immediately prior to the consummation of the Business Combination, A Paradise filed the Certificate of Formation with the Secretary of State of the State of Texas and the Company adopted the By-laws effective as of the Closing. The material terms of the Certificate of Formation and the By-laws and the general effect upon the rights of holders of A Paradise’s capital stock are discussed in the sections titled “Domestication Proposal” beginning on page 245 and “Organizational Documents Proposals” beginning on page 248 of the Proxy Statement/Prospectus, which are incorporated by reference herein.

Copies of the Certificate of Formation and the By-laws are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

Item 5.05Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Business Combination, on May 7, 2026, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. A copy of the Code of Business Conduct and Ethics can be found at https://investors.enhanced.com/governance under the link “Code of Business Conduct and Ethics.” The above description of the Code of Business Conduct and Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Business Conduct and Ethics, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference.

Item 5.06Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the sections titled “The BCA Proposal” beginning on page 180 and “Domestication Proposal” beginning on page 245 of the Proxy Statement/Prospectus, which are incorporated herein by reference. Further, the information set forth in the “Introductory Note” and under Item 2.01 of this Report is incorporated herein by reference.

Item 7.01Regulation FD Disclosure.

On May 8, 2026, the Company issued a press release announcing the consummation of the Business Combination, a copy of which is filed as Exhibit 99.4 hereto.

The foregoing Exhibit 99.4 is 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 Exhibit 99.4.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The historical audited financial statements of Enhanced as of and for the fiscal years ended December 31, 2025 and 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-25 and are incorporated herein by reference.

The unaudited condensed financial statements of Enhanced as of and for the three months ended March 31, 2026 and the related notes are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.

The audited financial statements of A Paradise as of December 31, 2025 and 2024 and the related notes are set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

The unaudited condensed financial statements of A Paradise as of and for the three months ended March 31, 2026 and the related notes are included in A Paradise’s Quarterly Report on Form 10-Q filed on May 4, 2026, and are incorporated herein by reference.

(b)Pro Forma Financial Information.

(d)Exhibits:

Incorporated by Reference

Exhibit

Description

Form

Exhibit

Filing Date

2.1*

Business Combination Agreement, dated as of November 26, 2025, by and among A Paradise Acquisition Corp., A Paradise Merger Sub I, Inc., and Enhanced Ltd.

S-4

2.1

2/12/2026

3.1

Certificate of Formation of Enhanced Group Inc.

3.2

By-Laws of Enhanced Group Inc.

10.1

Registration Rights Agreement, dated as of May 7, 2026, by and among Enhanced Group, the Sponsor, Apeiron and CCM.

10.2

Form of Transaction Support Agreement.

S-4/A

10.2

2/12/2026

10.3

Form of Enhanced Group Inc. SAFE Warrant Agreement.

S-4/A

10.3

3/19/2026

10.4

Enhanced Group Inc. Founder Plan

10.5

Enhanced Group Inc. Omnibus Incentive Plan.

10.6

Enhanced Group Inc. Employee Share Purchase Plan.

Incorporated by Reference

Exhibit

Description

Form

Exhibit

Filing Date

10.7

Form of Indemnification and Advancement Agreement, by and among Enhanced Group Inc. and each of its directors, executive officers and certain other advisors and officers.

S-4

10.7

2/12/2026

10.8

Form of Employment Offer Letter, by and between Enhanced US LLC and certain employees.

S-4

10.8

2/12/2026

10.9+

Pool Construction Agreement, dated as of January 9, 2026, by and between Enhanced US LLC and California Commercial Pools.

S-4

10.9

2/12/2026

10.10

Form of Enhanced Ltd Consultant Award Agreement.

S-4/A

10.10

3/19/2026

10.11+

Telehealth Services Agreement, dated as of October 1, 2025, by and between Enhanced US LLC and OpenLoop Healthcare Partners, PC.

S-4/A

10.11

3/19/2026

10.12+

Professional Services Agreement, dated as of February 13, 2026, by and between Enhanced US LLC and Beluga Health, P.A.

S-4/A

10.12

3/19/2026

10.13

Form of Enhanced Performance Team Athlete Agreement.

S-4/A

10.13

3/19/2026

10.14

Working Capital Note, dated as of March 18, 2026, by and between Enhanced Ltd and Apeiron Investment Group Limited.

S-4/A

10.14

3/19/2026

10.15

Sponsor Equity Agreement, dated as of November 26, 2025, by and between Apeiron and the Sponsor.

10.16

Insider Letter Amendment, dated as of May 7, 2026, by and among the Sponsor, A Paradise and CCM.

14.1

Code of Business Conduct and Ethics of Enhanced Group Inc.

16.1

Letter from WWC to the Securities and Exchange Commission

21.1

List of Subsidiaries of Enhanced Group Inc.

99.1

Unaudited Condensed Financial Statements of Enhanced Ltd

99.2

Unaudited Pro Forma Condensed Combined Financial Information of Enhanced Group Inc.

99.3

Management’s Discussion and Analysis of Financial Condition and Results of Operations for Enhanced Ltd

99.4

Press Release, dated as of May 8, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

_______________

* Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) or (b)(2), as applicable, of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

+ Certain confidential portions of this Exhibit were omitted pursuant to Item 601(b)(2) and (10) of Regulation S-K and by means of marking such portions with brackets [***] because the identified confidential portions (i) are not material and (ii) are the type of information the registrant treats as private or confidential. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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 hereunto duly authorized.

Date: May 8, 2026

Enhanced Group Inc.

By:

/s/ Siddhartha Banthiya

Name:

Siddhartha Banthiya

Title:

Chief Financial Officer

Exhibit 99.1

Enhanced Ltd

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,759,270	$	25,253,578
Deposit assets	6,837,843		597,011
Deferred offering costs	7,277,901		3,987,901
Prepaid expenses and other assets	1,544,538		436,750
Total current assets	28,419,552		30,275,240
OTHER ASSETS:
Deposit assets, long-term	3,979,386		1,360,004
Equipment, net	546,370		433,804
Intangible assets, net	30,000		30,000
TOTAL ASSETS	$	32,975,308	$	32,099,048
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Simple Agreements for Future Equity	39,987,009		$	29,660,667
Accounts payable and accrued expenses	8,329,219		2,991,524
Deposit liabilities	1,356,090		476,253
Other current liabilities	53,240		18,896
Total liabilities	49,725,558		33,147,340
Convertible Preferred Stock, $0.00001 par value, 3,973,381 shares authorized at March 31, 2026 and December 31, 2025; 3,973,369 shares issued and outstanding at March 31, 2026 and December 31, 2025; liquidation preference of $27,271,959 at March 31, 2026 and December 31, 2025	26,854,552		26,854,552
Commitments and contingencies (Note 9)
STOCKHOLDERS' DEFICIT:
Common Stock, $0.00001 par value, 16,615,864 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 10,233,183 shares issued and outstanding as of March 31, 2026 and December 31, 2025.	102		102
Additional paid-in capital	4,865,302		4,137,830
Accumulated deficit	(48,470,206)		(32,040,776)
Total stockholders' deficit	(43,604,802)		(27,902,844)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT	$	32,975,308	$	32,099,048

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Enhanced Ltd

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
Revenue	$	2,755	$	—
Operating expenses:
General and administrative	12,525,661		$	1,982,108
Athlete	2,508,472		965,410
Marketing	1,493,269		400,541
Depreciation	16,661		198
Total operating expenses	16,544,063		3,348,257
Loss from operations	(16,541,308)		(3,348,257)
Other income (expenses):
Interest income and other expense, net	111,878		40,038
Total other income (expenses), net	111,878		40,038
Loss before income taxes	(16,429,430)		(3,308,219)
Net loss and comprehensive loss	$	(16,429,430)	$	(3,308,219)
Net loss per share, basic and diluted	$	(1.61)	$	(0.33)
Weighted-average shares of common stock, basic and diluted	10,233,183		10,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Enhanced Ltd

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit

(Unaudited)

For the Three Months Ended March 31, 2026


	Convertible Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Deficit
Balance, December 31, 2025	3,973,369	$	26,854,552	10,233,183	$	102	$	4,137,830	$	(32,040,776)	$	(27,902,844)
Stock-based compensation expense	—	—		—	—		727,472		—		727,472
Net loss	—	—		—	—		—		(16,429,430)		(16,429,430)
Balance, March 31, 2026	3,973,369	$	26,854,552	10,233,183	$	102	$	4,865,302	$	(48,470,206)	$	(43,604,802)

For the Three Months Ended March 31, 2025


	Convertible Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Deficit
Balance, December 31, 2024	2,579,168	$	7,504,644	10,000,000	$	100	$	128,188	$	(5,379,099)	$	(5,250,811)
Issuance of preferred stock and warrants	412,684	5,814,607		—	—		—		—		—
Net loss	—	—		—	—		—		(3,308,219)		(3,308,219)
Balance, March 31, 2025	2,991,852	$	13,319,251	10,000,000	$	100	$	128,188	$	(8,687,318)	$	(8,559,030)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Enhanced Ltd

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
Operating Activities
Net loss	$	(16,429,430)	$	(3,308,219)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	727,472		—
Depreciation expense	16,661		198
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	3,144,203		180,680
Deposit liabilities	879,837		—
Other current liabilities	34,344		—
Deposit assets	(6,240,832)		—
Prepaid expenses and other current assets	(1,107,788)		(20,732)
Net cash used in operating activities	(18,975,533)		(3,148,074)
Investing Activities
Deposits paid for equipment	(2,619,382)
Purchases of equipment	(129,227)		—
Net cash used in investing activities	(2,748,609)		—
Financing Activities
Proceeds from issuance of Simple Agreements for Future Equity	10,326,342		—
Proceeds from issuance of preferred stock and warrants	—		5,919,996
Payment of offering costs	(1,096,508)		(105,389)
Net cash provided by financing activities	9,229,834		5,814,607
(Decrease) Increase in cash and cash equivalents	(12,494,308)		2,666,533
Cash and cash equivalents, at beginning of period	25,253,578		4,018,226
Cash and cash equivalents, at end of period	$	12,759,270	$	6,684,759

Supplemental disclosures of non-cash activities:
Offering costs included in accounts payable and accrued expenses	$	2,662,084	$	—
Property and equipment additions included in accounts payable	$	10,734	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Enhanced Ltd

Notes to Condensed Consolidated Financial Statements

1. Nature of the Business

Enhanced Ltd (the "Company" or "Enhanced") is a growth-stage company operating within the sports entertainment, performance technology, and consumer wellness markets. The Company operates under the "Enhanced" brand and is developing a portfolio of products and experiences that integrate athletic competition, scientific advancement, and consumer engagement.

The Company designs and produces the Enhanced Games, a multisport live event optimized for record-setting athletic performance, coupled with digital content distributed through various channels, social media, and streaming platforms.

The Company also operates Live Enhanced, a consumer wellness platform through which customers may access over-the-counter supplement blends and clinician-guided prescription-based hormone therapies, peptides, and longevity protocols provided through third-party telehealth service providers. Current product offerings include Stronger+, Longer+, and Aligned+.

The Company's primary activities include organizing live sporting events, producing and distributing related media content, and operating the Live Enhanced platform.The Company operates in one business segment

On January 14, 2025, Enhanced US LLC, a Delaware limited liability company, was established and is a wholly owned subsidiary of Enhanced Ltd The purpose of this new entity is to support the Company’s expansion and operations in the U.S. market.

On November 18, 2025, Enhanced Emirates Limited, a limited liability company, was established in Abu Dhabi, United Arab Emirates, and is a wholly owned subsidiary of Enhanced Ltd The purpose of this new entity is to support the Company’s expansion of scientific advancement and consumer engagement.

Business Combination

On November 26, 2025, the Company entered into a definitive business combination agreement (the "BCA") with A Paradise Acquisition Corp. ("A Paradise") (NASDAQ: APAD), a special purpose acquisition company ("SPAC"), pursuant to which the Company agreed to merge with A Paradise to become a publicly traded company.

On May 1, 2026, A Paradise convened its extraordinary general meeting of shareholders (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, the shareholders approved the Business Combination Proposal.

On May 7, 2026, the Business Combination was consummated. See Note 11 — Subsequent Events for further details regarding the consummation of the Business Combination.

Liquidity and Ability to Continue as a Going Concern

The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

The Company has incurred recurring losses since its inception, including net losses of $16.4 million for the three months ended March 31, 2026 and an accumulated deficit of $48.5 million through the same period. The Company expects to continue to generate operating losses for the foreseeable future. Through March 31, 2026, the Company has financed its operations primarily from the sale of equity securities. The Company may never achieve

profitability, and unless and until it does, the Company will continue to need to raise additional capital to fund its operations.

Based on the Company’s recurring losses from operations incurred since inception, expectations of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, as of the date these condensed consolidated financial statements are available to be issued, the Company has concluded that its current cash and cash equivalents are not sufficient to fund its operations and there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements were issued.

The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Risks and Uncertainties

The Company is subject to risks and uncertainties common to early-stage companies, including dependence on key personnel, compliance with applicable regulations governing telehealth, performance-enhancing substances, and direct-to-consumer health platforms, and the ability to secure additional capital to fund operations. The Company's clinical research study, conducted under IRB approval and the oversight of the Abu Dhabi Department of Health, involves substances that are already approved and prescribed by licensed clinicians, and does not constitute a drug development program requiring FDA approval.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 2026, and the condensed consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit, and cash flows for the three months ended March 31, 2026 and 2025 (collectively referred to as the “condensed consolidated financial statements”), and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the Company’s audited annual financial statements and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2026 and the results of its operations for the three months ended March 31, 2026 and 2025. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the full year ending December 31, 2026, any other interim periods, or any future year or period. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements for the years ended December 31, 2025 and 2024 included in its Form S-4 filed with the SEC on April 9, 2026.

Revenue

The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

The Company’s consolidated revenue primarily comprises online sales of health and wellness products and services through the Company’s websites, including prescription and non-prescription products. In certain contracts

that contain prescription products prescribed as the result of a consultation, revenue also includes medical consultation services and post-consultation service, if applicable.

Deferred Offering Costs

The Company has incurred deferred offering costs in connection with the proposed BCA and recognized $7.3 million and $4 million in deferred offering costs as of March 31, 2026 and December 31, 2025, respectively. Deferred offering costs incurred through March 31, 2026 balance sheet date consisted of legal fees and other costs that are directly attributable and incremental to the proposed BCA.

Upon consummation of the Business Combination, deferred offering costs will be offset against the proceeds received and charged against additional paid-in capital. To the extent that net proceeds are insufficient to absorb the full amount of deferred offering costs, the excess will be recognized as an expense in the consolidated statement of operations in the period of closing.

Simple Agreements for Future Equity Liabilities

In 2025, immediately prior to the BCA, the Company entered an equity private placement, issuing Simple Agreements for Future Equity (“SAFEs”) to investors for an aggregate amount of approximately $40 million. As of December 31, 2025, the Company received approximately $29.7 million of the anticipated $40 million raise. The remaining $10.3 million have been received in March 2026. Each SAFE entitles investors, upon consummation of the BCA, to receive Enhanced common shares based on their investment amount, the Company’s post-money valuation cap of $1.2 billion, and fully diluted capitalization. These common shares will then be exchanged for Enhanced Group Class A common stock, reflecting investors’ pro rata ownership. Additionally, SAFE investors will receive one warrant for every two shares acquired, exercisable for two years if the business combination is consummated. If the business combination does not close, SAFE investors would become shareholders of Enhanced Ltd.

The Company issued Simple Agreements for Future Equity (“SAFEs”) in 2023 and 2024 as part of its early-stage equity financing. The SAFEs convert into equity upon certain events including but not limited to equity financing, liquidity event such as a change of control or IPO, or dissolution event. As of December 31, 2023, $341,999 in SAFEs were outstanding, with an additional $899,999 issued before the Series A-1 financing on April 5, 2024. All outstanding SAFEs converted into Series A-1 Preferred Shares at a conversion price of $1.65 per share upon the Equity Financing Event on April 5, 2024. Refer to Note 5, Convertible Preferred Stock and Stockholders’ Deficit, for additional information on the Company’s convertible preferred stock.

The SAFEs are recorded as a liability in the consolidated balance sheet and the Company records subsequent changes in fair value in changes in fair value of SAFEs in the statements of operations and comprehensive loss. Debt issuance costs related to the SAFEs are expensed in the period incurred.

Recently Issued Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments-Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company adopted ASU 2025-05 effective January 1, 2026 on a prospective basis. The Company has evaluated the provisions of ASU 2025-05 and determined that it currently has no accounts receivable or contract assets within the scope of this standard. Accordingly, the adoption had no effect on the Company's consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810)-Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-03 is required to be applied prospectively. The Company has elected to early adopt ASU 2025-03 as of September 30, 2025. The adoption of ASU 2025-03 will not have any retrospective impact to the Company’s condensed consolidated financial statements or disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which includes amendments that require disclosure in the notes to condensed consolidated financial statements of specified information about certain costs and expenses. The amendments are effective for the Company’s annual periods beginning September 1, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is in the process of evaluating this ASU to determine its impact on the Company’s disclosures.

3. Equipment, Net

Equipment consists of the following:


	March 31, 2026		December 31, 2025
Computer equipment	$	48,045	$	48,045
Fitness equipment	292,976		198,468
Construction in process	231,386		196,667
Total equipment	572,407		443,180
Less: Accumulated depreciation and amortization	(26,037)		(9,376)
Total equipment, net	$	546,370	$	433,804

Depreciation and amortization expense was $16,661 and $198 for the three months ended March 31, 2026 and 2025, respectively. Construction in process primarily consists of design services pertaining to the Company’s planned 50 meter portable pool in anticipation of the Enhanced Games.

4. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


	March 31, 2026		December 31, 2025
Legal fees	$	2,663,472	$	124,920
Medical and scientific fees	2,039,642		—
Games related costs	1,440,377		—
Professional fees and other than legal	1,392,473		999,599
Salaries, wages and bonuses	469,483		1,394,955
Other accrued expenses	323,772		472,050
Total accounts payable and accrued expenses	$	8,329,219	$	2,991,524

As of March 31, 2026 and December 31, 2025, approximately $2.7 million and $0.5 million, respectively, of unpaid professional fees and other directly attributable offering costs are included in accounts payable and accrued expenses and have been classified as deferred offering costs.

5. Convertible Preferred Stock and Stockholders’ Deficit

Common Stock

In accordance with the Company’s Memorandum and Articles of Association of Enhanced Ltd on February 17, 2023, the Company was authorized to issue 100 shares of par value $1.00 per share common stock. The voting, dividend and liquidation rights of the holders of the common stock are subject to and qualified by the rights, power, and preferences of the preferred stockholders.

In November 2023, through ordinary shareholder resolution, the Company approved the subdivision of all of the issued and outstanding ordinary shares being 100 ordinary shares of par value of $1.00 each to be subdivided into 10,000,000 shares of par value of $0.00001 per share common stock.

In November 2023, in the Amended and Restated Memorandum and Articles of Association of Enhanced Ltd the Company increased the authorized common shares by 2,702,703 shares, as approved by special resolution.

In connection with the Series A-1 and A-2 Preferred Stock Purchase Agreement the Company increased the number of common shares authorized to 13,942,168 common shares of par value of $0.00001, each, and 2,579,168 preferred shares of consistent par value under the Amended and Restated Memorandum of Association of Enhanced Ltd dated as of March 26, 2024. The number of authorized shares was subsequently increased to 16,615,864 common shares and 3,973,381 preferred shares under the Amended and Restated Memorandum and Articles of Association dated April 1, 2025.

On March 28, 2025, the Company issued 69,710 Series B preferred shares for $1 million, and a warrant to purchase 233,183 common shares at $0.01 per share, and included a side letter providing additional tax-related rights to the investor. On April 9, 2025, the investor exercised the warrant, providing $2,332 in additional cash consideration, resulting in the issuance of 233,183 common shares. During the three months ended March 31, 2025, the Company raised aggregate proceeds of $5.9 million through the issuance of 412,684 shares of Series B Preferred Stock at $14.35 per share (par value $0.00001 per share).

As of March 31, 2026 and December 31, 2025 10,233,183 shares of common stock were issued and outstanding. In addition, the Company has reserved sufficient shares of the common stock for issuance upon conversion of the Series A-1 preferred shares, Series A-2 preferred shares, and Series B preferred shares.

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders, including actions taken by written consent in lieu of a meeting. There are no cumulative voting rights for the election of directors. The number of authorized shares of common stock may be increased or decreased by an ordinary resolution of the shareholders, subject to the rights of holders of preferred shares as set forth in the Amended and Restated Memorandum and Articles of Association. The issuance of common stock may require the approval of the holders of preferred shares, as provided in the protective provisions of the Amended and Restated Memorandum and Articles of Association and the applicable investors’ rights agreements.

Preferred Stock Outstanding

Preferred stock outstanding as of March 31, 2026 consisted of the following:


			Sales
Preferred Stock Series	Shares Sold	Par Value	Price / Share	Total Proceeds
Series B (1)	412,684	$0.00001	$14.35	$ 5,920,000
Series B	219,383	$0.00001	$14.35	3,147,136
Series B	121,991	$0.00001	$14.35	1,750,000
Series B	640,143	$0.00001	$14.35	9,182,844
Total Series B	1,394,201			19,999,980

Series A-1 (2)	752,726	$0.00001	$1.65	1,242,998


Series A-2	1,826,442	$0.00001	$3.30	6,029,987
Total Series A	2,579,168			7,272,985

Total Series A and B	3,973,369			$	27,272,965

_________________

(1)Total proceeds from this includes warrants

(2)Series A-1 were converted SAFEs originally issued in 2023 and 2024

Collectively, the Series A-1 preferred shares, Series A-2 preferred shares and Series B preferred shares are referred to as “Enhanced preferred shares.” The following terms are detailed below for the preferred stock shares and documented in the Amended and Restated Memorandum of Association of Enhanced Ltd and other equity related documents:

Conversion

Each share of preferred stock, at the option of the holder, is convertible at any time into common shares at a specified conversion price by multiplying the number of Series A preferred shares or Series B preferred shares being converted by the applicable conversion rate. The conversion rate in effect at any time is determined by dividing the preferred stock issue price by the conversion price in effect at that time. The conversion price applicable to the Series A-1 preferred shares is equal to $1.65 per share, the conversion price applicable to the Series A-2 preferred shares is equal to $3.30 per share, and the conversion price applicable to the Series B preferred shares is equal to $14.35 per share.

The preferred stock will automatically convert to common stock upon a qualified public offering or special purpose acquisition company transaction with minimum proceeds, or with the written consent of the requisite holders of the Company. See Note 11 — Subsequent Events for further details regarding the consummation of the Business Combination.

Dividends

The preferred stock are entitled to dividends on an “as-converted” basis, payable when, as, and if paid on the common shares. Since inception, no dividends have been declared or paid on the preferred stock. The Company does not have any cumulative undeclared dividends as of March 31, 2026.

Liquidation Preference

In the event of any liquidation, dissolution, or winding up of the Company, the holders of the preferred stock are entitled to receive prior to, and in preference to, any distribution to the preferred stock and common stockholders, an amount equal to the Original Issue Price per share plus accrued but unpaid dividends, or such amount per share as would have been payable had all shares of the preferred stock been converted to common stock immediately prior to such event of liquidation, dissolution or winding up, whichever is greater. In the event that upon liquidation or dissolution, if the assets and funds of the Company are insufficient to permit the payment to preferred stockholders of the full preferential amounts, then the entire assets and funds of the Company legally available for distribution are to be distributed ratably among the holders of the shares of preferred shareholders.

Voting Rights

Convertible preferred stockholders are entitled to the number of votes equal to the number of shares of voting common stock into which such holder's shares are convertible.

6. Net Loss Per Share

Basic and diluted net loss per common share for the three months ended March 31, 2026 and 2025 was calculated as follows:


	Three Months Ended
	March 31, 2026		March 31, 2025
Numerator:
Net loss	$	(16,429,430)	$	(3,308,219)
Less: Cumulative preferred dividends	—		—
Net loss attributable to common stockholders	$	(16,429,430)	$	(3,308,219)
Denominator:
Weighted average common shares outstanding—basic and diluted	10,233,183		10,000,000
Net loss per share attributable to common stockholders— basic and diluted	$	(1.61)	$	(0.33)

The Company follows the two-class method when computing earnings per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines earnings per share for each class of common and participating securities according to the dividends declared or accumulated and participation rights in undistributed earnings. The two-class method required income available to common shareholders for the period to be allocated between common and participating securities based on their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share of common stock is calculated by dividing the net loss, adjusted for earnings allocated to participating securities, by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock and common stock equivalents outstanding (unless their effect is anti-dilutive) for the period.

The Company’s potentially dilutive securities, which include options to purchase shares of the Company’s common stock subject to future vesting and potential common shares issuable upon conversion of the Company’s SAFEs and convertible preferred stock, have been excluded from the computation of diluted as the effect is antidilutive.

The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each stated period end, from the computation of dilutes net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	March 31,
	2026	2025
Stock options	1,395,686	-
SAFEs (1)	2,787,526	-
Convertible preferred stock	3,973,369	2,991,852
Total potentially dilutive shares	8,156,581	2,991,852

_______________

(1)The number of shares from SAFEs assumes a conversion on the one year anniversary. If an equity financing or business combination occurs before the one year anniversary, the number of potentially dilutive shares could vary.

7. Stock-Based Compensation

In October 2025, the Company adopted the 2025 Company Incentive Plan (the “2025 Plan”) to grant stock option awards to its officers, employees and contractors as compensation for their services to the Company. Under the 2025 Plan, up to 1,578,507 shares of common stock were made available for issuance. Stock option awards granted under the 2025 Plan generally vest over 36 or 48 months, with 33% or 25% vesting one year after the grant date and the remainder vesting in equal monthly installments over the following 24 or 36 months. All awards expire no later than ten years from the date of grant.

To estimate the fair value of the Company’s stock options, granted during the three months ended March 31, 2026, the Company used the Black-Scholes OPM. The following key assumptions were used to estimate the fair value, presented on a weighted average basis:


	March 31, 2026
Expected volatility	90 %
Expected term (years)	5.91
Risk free interest rate	3.77 %
Expected dividend yield	$	—

During the three months ended March 31, 2026, the Company recognized $0.7 million in stock-based compensation expense within general and administrative expenses.

As of March 31, 2026, there is $5.8 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted average period of approximately 3.1 years.

Total option activity for the three months ended March 31, 2026 is summarized as follows:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2025	1,461,162	$	9.32	9.8
Granted	14,000	$	9.32	10.0
Forfeited	(79,476)	$	—	—
Outstanding as of March 31, 2026	1,395,686	$	9.32	9.6
Stock options exercisable as of March 31, 2026	531,465	$	9.32	9.6
Stock options vested and expected to vest at March 31, 2026	1,395,686	$	9.32	9.6

Using the Black-Scholes OPM, the weighted average grant-date fair value of options granted during the three months ended March 31, 2026, was $7.04 per share. The intrinsic value of options outstanding and exercisable as of March 31, 2026 was $0, as the exercise price of all options exceeded the fair value of the Company’s common stock on that date.

8. Income Taxes

The Company did not record any income tax expense for the three months ended March 31, 2026 and 2025. The Company has incurred net operating losses for all the periods presented and has not reflected any benefit of such net operating loss carryforwards in the accompanying financial statements. The Company has recorded a full valuation allowance against all of its deferred tax assets as it is not more likely than not that such assets will be realized in the near future.

It is the Company's policy to record penalties and interest related to income taxes as a component of income tax expense. The Company has not recorded any interest or penalties related to income taxes during the three months ended March 31, 2026 and 2025. The Company has not identified any uncertain tax positions in the periods since inception.

9. Commitments and Contingencies

From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations.

As of March 31, 2026, the Company has engaged vendors, paid deposits, and incurred commitments for the inaugural Enhanced Games expected to be held in May 2026. The following is a summary for the components of

deposit assets current and long-term, deposit liabilities and the Company’s remaining commitments as of March 31, 2026:


			Deposit Assets
Description	Total Commitment		Current		Long-Term		Deposit Liability		Remaining Commitments
Pool Construction	$	6,576,000	$	3,262,780	$	3,008,000	$	845,162	$	305,220
Entertainment services	1,100,000		550,000		—		—		550,000
Event space and accommodations	1,274,000		1,174,000		—		—		100,000
Portable Track	1,942,000		—		971,000		—		971,000
Staging and lighting	2,286,252		1,236,378		—		449,946		1,049,874
Other	615,456		614,685		386		60,982		385
Total commitments	$	13,793,708	$	6,837,843	$	3,979,386	$	1,356,090	$	2,976,479

Pool construction and planning

In January 2026, the Company engaged a vendor to construct a 50-meter portable pool under a contract with a total commitment of approximately $6.2 million. As of March 31, 2026, the Company has paid approximately $5,882,000 in construction deposits under this contract. Deposits related to pool components expected to be capitalized upon delivery are classified within deposit assets, long-term ($3,008,000).

The Company has identified approximately $3,008,000 of pool construction costs expected to be capitalized upon delivery, consisting of the pool structure ($1,908,000), mechanical equipment ($1,074,000), and pool equipment ($26,000). The determination of the final capitalizable portion of the total construction commitment remains in process as of March 31, 2026.

Deposits related to components that will be expensed as incurred during the event period are classified within deposit assets, current ($3,263,000), within the condensed consolidated balance sheets. As of March 31, 2026, approximately $845,000 of construction deposits remain outstanding and are included within deposit liabilities on the condensed consolidated balance sheets.

In August 2025, the Company engaged a separate vendor for design services related to the pool with a total commitment of approximately $250,000. As of March 31, 2026, approximately $231,000 has been incurred and paid under this contract. As the related deliverables have been received, these amounts have been included within construction in progress within the condensed consolidated balance sheets. As of March 31, 2026, the Company has advanced its planning and design of its 50 meter portable pool and paid $389,000 of construction deposits. The Company has accounted for the construction deposits paid of $389,000 within deposit assets, long-term, within the Company’s condensed consolidated balance sheets. In addition, on January 9, 2026, the Company engaged a vendor to construct the Company’s planned 50 meter portable pool with a total commitment of approximately $6.2 million. The Company has incurred approximately $5,882,000 of construction deposits through March 31, 2026, of which, $2,620,000 is included within deposit assets, long-term, and $3,263,000 within deposit assets, current, within the Company’s condensed consolidated balance sheets. As of March 31, 2026, approximately $845,000 of the Company’s pool construction deposits remain outstanding and are included within deposit liabilities on the condensed consolidated balance sheets.

Entertainment services

In February 2026, the Company has engaged entertainment services for the Enhanced Games for a total of $1,100,000. As of March 31, 2026, $550,000 in entertainment deposits have been invoiced, paid, and are included within deposit assets, current, on the Company’s condensed consolidated balance sheets.

Event space and accommodations

During 2025, the Company has entered into a binding agreement for event space, accommodations, and related services for an event scheduled in May 2026 of the Company’s anticipated Enhanced Games. Under the terms of the

agreement, the Company has paid non-refundable deposits of $145,000 and $442,000 as of December 31, 2025 and paid an additional deposit of approximately $587,000 on February 10, 2026. The total deposit commitment is $1,174,000. The agreement also includes a minimum food and beverage spend of $100,000 and performance obligations related to a contracted room block, with potential liquidated damages if the minimums are not met. These commitments are non-cancellable with the exception of certain circumstances such as termination for default. As of March 31, 2026, the Company’s obligations incurred and paid to date have been included within deposit assets, current, on the condensed consolidated balance sheets.

Portable track

During 2025, the Company entered into a contract for a portable six lane track system with a total commitment of approximately $1,942,000. The Company has been invoiced $971,000, all of which has been paid as of March 31, 2026. As of March 31, 2026, the Company’s invoiced amounts pertaining to this contract have been included within deposit assets, long term. The portable track is reusable will be transferred to equipment when it is received and placed in service.

Staging and lighting

During 2026, the Company entered into rental contracts for staging and lighting services with a total commitment of $2,290,000. All amounts that have been invoiced are included within deposit assets, current, with outstanding balances of $450,000 within deposit liabilities on the Company’s condensed consolidated balance sheets as of March 31, 2026.

Other

Other deposit assets as of March 31, 2026, include deposits of $296,000 for LED screens and other rental related deposits ($165,000) for the Enhanced Games as well as $154,000 for inventory related to the launch of the Company's supplement product line, totaling $615,000.

10. Related parties

Working Capital Note

In order to access additional capital prior to the Enhanced Games, on March 18, 2026, Enhanced entered into a Working Capital Note with Apeiron Investment Group (“Apeiron”) for a line of credit commitment up to $20.0 million. The terms of the Working Capital Note provide for an applicable interest rate of 5.0% per annum and a maturity date of September 18, 2027. The Working Capital Note also provides for mandatory prepayment of amounts outstanding under the Working Capital Note upon Closing if (a) the Business Combination has been consummated and (b) if after A Paradise shareholder redemptions and the payment of transaction expenses, the amount remaining in the Trust Account exceeds $20.0 million; provided that such mandatory prepayment shall in no event exceed the amount by which such funds that remain in the Trust Account exceed $20.0 million. The Working Capital Note also provides that, in consideration for the commitment thereunder, the lock-up restrictions applicable to Apeiron and its affiliates under the Transaction Support Agreement shall, in the event Apeiron or its applicable affiliates has entered into any pledge, hedge, swap or other arrangement that transfers to another, or disposes of (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)), any of the interests (including economic consequences of ownership) with respect to any shares of Enhanced Group, cease to apply to such shares. As of March 31, 2026, no amounts have been drawn upon. In April 2026, the Company drew $10 million.

Simple Agreements for Future Equity Liabilities

The SAFEs issued to Apeiron were issued on the same terms as those issued to unrelated third-party investors in the same private placement. As of March 31, 2026, the SAFEs remain outstanding and have not yet been converted into equity.

11. Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed financial statements are issued, the Company has evaluated all events or transactions that occurred up to May 8, 2026, the date the financial statements were available to issue and has identified the following material subsequent events requiring disclosure.

Consummation of the Business Combination

On May 1, 2026, A Paradise convened its extraordinary general meeting of shareholders (the "Extraordinary General Meeting"), at which shareholders approved the Business Combination Proposal.

On May 7, 2026, the Business Combination was consummated. In connection with the closing, A Paradise domesticated as a Texas corporation and changed its name to Enhanced Group Inc.

Net proceeds to be received by the Company upon consummation of the Business Combination, after giving effect to 19,611,370 shares tendered for redemption, are approximately $3 million. As the net proceeds are insufficient to absorb the full $7.3 million of deferred offering costs recorded as of March 31, 2026, the excess of approximately $4.3 million will be recognized as an expense in the condensed consolidated statement of operations in the second quarter of 2026, the period in which the Business Combination was consummated.

Upon consummation of the Business Combination, all outstanding Enhanced Ltd equity interests, including preferred shares, common shares, SAFEs, and stock options, were converted or exchanged into shares of, or rights to acquire shares of, Enhanced Group Inc. Class A or Class B common stock in accordance with the terms of the Business Combination Agreement and the applicable Exchange Ratio. Upon consummation, the Company also committed to issue approximately $5.3 million in top up equity-based awards to certain employees and non-employees in 2026.

The Class A common stock of Enhanced Group Inc. will begin trading on the New York Stock Exchange ("NYSE") under the ticker symbol "ENHA" on May 8, 2026.

Working Capital Note

In April 2026, the Company drew $10 million under the Working Capital Note with Apeiron. See Note 11 - Related Party Transactions for further details regarding the Working Capital Note.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of A Paradise and Enhanced, adjusted to give effect to the Business Combination. Capitalized terms used but not defined in this Exhibit 99.2 have the meanings given in the Current Report on Form 8-K to which this Exhibit 99.2 is attached.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 combines the historical unaudited condensed balance sheet of A Paradise as of March 31, 2026, with the historical unaudited condensed consolidated balance sheet of Enhanced as of March 31, 2026, on a pro forma basis as if the Business Combination had been consummated on March 31, 2026.

The unaudited pro forma combined statement of operations for the three months ended March 31, 2026 combines the historical unaudited condensed statements of operations of A Paradise for the three months ended March 31, 2026 and the historical unaudited condensed consolidated statement of operations of Enhanced for the three months ended March 31, 2026, on a pro forma basis as if the Business Combination had been consummated on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma combined statement of operations for the year ended December 31, 2025 combines the historical audited statements of operations of A Paradise for the year ended December 31, 2025 and the historical audited consolidated statement of operations of Enhanced for the year ended December 31, 2025, on a pro forma basis as if the Business Combination had been consummated on January 1, 2025.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following audited historical financial statements and the accompanying notes, which are included elsewhere or incorporated by reference in the Current Report on Form 8-K to which this Exhibit 99.2 is attached, including:

•The historical audited financial statements of A Paradise as of and for the year ended December 31, 2025, and the related notes included in the A Paradise Annual Report on Form 10-K filed with the SEC on February 9, 2026.

•The historical audited condensed consolidated financial statements of Enhanced as of and for the year ended December 31, 2025, in the Registration Statement on Form S-4 filed with the SEC on April 9, 2026.

•The historical unaudited condensed consolidated financial statements of A Paradise as of and for the three months ended March 31, 2026 and the related notes included in the A Paradise Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026.

•The historical unaudited condensed consolidated financial statements of Enhanced as of and for the three months ended March 31, 2026 and the related notes included elsewhere in this Current Report on Form 8-K.

Accounting treatment of the Business Combination

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, A Paradise, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, Enhanced is treated as the accounting acquirer with the Business Combination treated as the equivalent of a capital transaction in which Enhanced is issuing shares for the net assets of A Paradise, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Enhanced. Enhanced has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•Enhanced equity holders have a relative majority of the voting power of Enhanced Group;

•Enhanced equity holders have the ability to nominate the majority of the members of the Enhanced Group Board;

•Enhanced senior management comprise the senior management roles of Enhanced Group and are responsible for the day-to-day operations of Enhanced Group;

•Considering that A Paradise is a shell company with no operations, the relative size of Enhanced is significantly larger compared to A Paradise;

•Enhanced Group assumed the Enhanced name; and

•The intended operations of Enhanced Group continue Enhanced’s current operations.

Description of the Business Combination and the Private Placement Investment

Business Combination

On November 26, 2025, A Paradise entered into the Business Combination Agreement with Enhanced.

Pursuant to the Business Combination Agreement, the following transactions occurred:

•On May 6, 2026, A Paradise filed an application to discontinue as a business company with the BVI Registrar of Corporate Affairs, together with the necessary accompanying documents, and filed the Certificate of Formation and a Certificate of Domestication, under which A Paradise domesticated and continued as a Texas corporation;

•Immediately before the effective time of the Domestication, each then-issued and outstanding A Paradise Class B ordinary share converted, on a one-for-one basis, into one Class A ordinary share of A Paradise, each converted share being a “Converted A Paradise Class A ordinary share.” At the effective time of the Domestication, by virtue of the Domestication, (1) each then-issued and outstanding A Paradise Class A ordinary share, including the Converted A Paradise Class A ordinary share, converted automatically, on a one-for-one basis, into a share of Enhanced Group Class A common stock, (2) A Paradise authorized the Enhanced Group Class B common stock, (3) each then-issued and outstanding A Paradise Unit converted automatically into one Enhanced Group Unit representing one share of Enhanced Group Class A common stock and a right of Enhanced Group, representing a right to receive one-eighth of one share of Enhanced Group Class A common stock, and (4) at the First Effective Time, each then-issued and outstanding Enhanced Group Unit was separated into one share of Enhanced Group Class A common stock and one Enhanced Group Right, which converted into one-eighth of one share of Enhanced Group Class A common stock.

•On May 7, 2026, the Company, Enhanced and Merger Sub consummated the Business Combination, whereby: (1) Merger Sub merged with and into Enhanced pursuant to the First Merger, with Enhanced surviving the merger as a as a wholly owned subsidiary of the Company, (2) upon the consummation of the First Merger, each issued and outstanding Enhanced common share automatically converted into the right to receive a number of shares of Enhanced Group Class A common stock equal to the Exchange Ratio, (3) Enhanced, as resulting from the First Merger, merged with and into A Paradise pursuant to the Second Merger, with the Company surviving the Second Merger and changing its corporate name from “A Paradise Acquisition Corp.” to “Enhanced Group Inc.”; and (4) in addition, at the First Effective Time, (i) each Enhanced Option outstanding as of immediately prior to the First Effective Time was converted into an Enhanced Group Option on substantially the same terms, including with respect to vesting, exercisability and termination-related provisions, except that the number of shares of Enhanced Group Class A common stock equaled the number of Enhanced common shares subject to such option multiplied by the Exchange Ratio, rounded down to the nearest whole share, and the per-share exercise price equaled the prior exercise price divided by the Exchange Ratio, rounded up to the nearest full cent; (ii) each Enhanced Top-Up Award outstanding as of immediately prior to the First Effective Time was converted into the right to receive shares of Enhanced Group Top-Up Award subject to substantially the same terms and conditions as were applicable to such award immediately prior to the First Effective Time; (iii) each Enhanced Consultant Warrant outstanding as of immediately prior to the First Effective Time was converted into a Enhanced Group Consultant Warrant upon substantially the same terms and conditions as were in effect with respect

to such warrant immediately prior to the First Effective Time, including with respect to vesting, exercisability and termination-related provisions, except that the number of shares equaled the number of Enhanced common shares subject to such warrant multiplied by the Exchange Ratio, rounded down to the nearest whole share, and the per share exercise price equaled the prior exercise price divided by the Exchange Ratio, rounded up to the nearest full cent.

•On May 7, 2026, immediately after the Second Effective Time, Enhanced Group issued to investors in the Private Placement Investment, as described below, SAFE Warrants for 2,000,080 shares of Enhanced Group Class A common stock, each of which is exercisable in cash at $10 per share.

Private Placement Investment

On November 26, 2025, Enhanced entered into an equity private placement transaction pursuant to which it issued SAFEs to certain investors in an aggregate amount of $40,002,054. Upon consummation of the Business Combination, all outstanding SAFEs issued by Enhanced automatically converted, immediately prior to the closing into Enhanced common shares, which were exchanged alongside the other Enhanced common shares for shares of Enhanced Group Class A common stock. In the aggregate, 4,000,182 shares of Enhanced Group Class A common stock were issued to SAFE holders in respect of conversion of the SAFEs. Concurrently with such conversion, the Company issued to the SAFE investors SAFE Warrants for an aggregate of 2,000,080 shares of Enhanced Group Class A common, which is fifty percent (50%) of the number of Enhanced Group Class A common stock received upon conversion of the SAFE, each exercisable for one Enhanced Group Class A common stock at a per-share price of $10. The automatic conversion increased the Company’s total outstanding common equity and contributed to dilution of existing shareholders’ ownership interests. The conversion is reflected in the pro forma balance sheet as an increase to shareholders’ equity, corresponding to the balance of the SAFE liability.

Working Capital Note

In order to access additional capital prior to the Enhanced Games, on March 18, 2026, Enhanced entered into a Working Capital Note with Apeiron for a line of credit commitment up to $20.0 million. The terms of the Working Capital Note provide for an applicable interest rate of 5.0% per annum and a maturity date of September 18, 2027. The Working Capital Note also provides for mandatory prepayment of amounts outstanding under the Working Capital Note upon Closing if (a) the Business Combination has been consummated and (b) if after A Paradise shareholder redemptions and the payment of transaction expenses, the amount remaining in the Trust Account exceeds $20.0 million; provided that such mandatory prepayment shall in no event exceed the amount by which such funds that remain in the Trust Account exceed $20.0 million. The Working Capital Note also provides that, in consideration for the commitment thereunder, the lock-up restrictions applicable to Apeiron and its affiliates under the Transaction Support Agreement shall, in the event Apeiron or its applicable affiliates has entered into any pledge, hedge, swap or other arrangement that transfers to another, or disposes of (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)), any of the interests (including economic consequences of ownership) with respect to any shares of Enhanced Group, cease to apply to such shares. In April 2026, Enhanced drew $10 million from the Working Capital Note’s available line of credit. The pro forma effect of this draw of the Working Capital Note has been included in the unaudited pro forma condensed consolidated financial information presented herein.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of Enhanced Group upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated

synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Enhanced following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

A Paradise and Enhanced have not had any historical operational relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Upon Closing, there were 20,000,000 A Paradise Rights outstanding. Each holder of an A Paradise Right will automatically receive one eighth (1/8) of one A Paradise Class A ordinary share upon consummation of A Paradise’s initial business combination, even if the holder of such right redeemed all A Paradise Class A ordinary shares held by it in connection with the initial business combination. A Paradise will not issue fractional shares in connection with an exchange of A Paradise Rights.

The unaudited pro forma condensed combined financial information has been prepared assuming (a) no election will be made by the holders of Enhanced Group Options to purchase Enhanced Group Class A common stock at Closing and (b) no election will be made by any of the holders of the Enhanced Group SAFE Warrants to convert any portion of the Enhanced Group SAFE Warrants for shares of Enhanced Group Class A common stock at Closing.

The unaudited pro forma combined financial information contained herein reflect the Public Stockholders that have elected to redeem their Public Shares for cash regardless of whether they approved the Business Combination. Public Stockholders holding 19,615,531 shares, or 98% of the existing public shares of A Paradise, have elected to redeem their shares prior to the Business Combination. This will equate to aggregate Public Share redemption payments of approximately $201,255,348 at a redemption price of $10.26 per share.

The following summarizes the pro forma shares of Enhanced Group common stock issued and outstanding immediately after the Business Combination, subsequent to Public Shareholder redemptions. The table below does not include the Dilutive Interests, in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination.


	Share ownership in Enhanced Group
	No. of Shares	% ownership
Existing Enhanced Shareholders(1)(3)	112,000,156	92	%
A Paradise public shareholders(2)	3,113,630	2	%
Sponsor and its affiliates	7,116,667	6	%
Total	122,230,453

_______________

(1)Reflects the issuance of 112,000,156 Enhanced Group Class A common stock to existing Enhanced Shareholders in consideration for their shares of Enhanced.

(2)Includes 2,500,000 shares converted from 20,000,000 rights issued in conjunction with A Paradise class A ordinary shares.

(3)Excludes up to 10,656,222 shares of Enhanced Group Class A common stock exercisable in respect of Enhanced Group Options, up to 526,731 shares of Enhanced Group Class A common stock expected to be issued in respect of Enhanced Group Top-Up Awards (estimated based on the SAFE Price), up to 817,005 shares of Enhanced Group Class A common stock expected to be exercisable in respect of Enhanced Group Consultant Warrants, and 2,000,080 shares of Enhanced Group Class A common stock that underlie the Enhanced Group SAFE Warrants, as the Enhanced Group SAFE Warrants are issued immediately after Closing.

The following summarizes the pro forma shares of Enhanced Group common stock issued and outstanding inclusive of potentially dilutive instruments immediately after the Business Combination, subsequent to the Public Shareholder redemptions. This table assumes (i) the Dilutive Interests have been fully exercised and/or vested, (ii) any conditions to the issuance of such Dilutive Interests have been fully satisfied, and (iii) such Dilutive Interests were issued in connection with the consummation of the Business Combination, such that the implied ownership of Enhanced Group immediately following the consummation of the Business Combination is as follows:


	Share ownership in Enhanced Group
	No. of Shares	% ownership
Existing Enhanced Shareholders(1)(3)	126,000,194	93	%
A Paradise public shareholders(2)	3,113,630	2	%
Sponsor and its affiliates	7,116,667	5	%
Total	136,230,491

_______________

(1)Reflects the issuance of 126,000,194 Enhanced Group common stock to existing Enhanced Shareholders in consideration for their shares of Enhanced.

(2)Includes 2,500,000 shares converted from 20,000,000 rights issued in conjunction with A Paradise class A ordinary shares.

(3)Includes 10,656,222 shares of Enhanced Group Class A common stock exercisable in respect of Enhanced Group Options, 526,731 shares of Enhanced Group Class A common stock expected to be issued in respect of Enhanced Group Top-Up Awards (estimated based on the SAFE Price), 817,005 shares of Enhanced Group Class A common stock expected to be exercisable in respect of Enhanced Group Consultant Warrants and 2,000,080 shares of Enhanced Group Class A common stock that underlie the Enhanced Group SAFE Warrants.


UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
As of March 31, 2026

	A Paradise 2(A)		Enhanced 2(B)		Transaction Accounting Adjustments			Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	428,394	$	12,759,270	$	15,045	2(i)	$	21,675,157
					205,105,918		2(iii)
					(201,255,348)		2(iii)
					(5,224,099)		2(v)
					(154,023)		2(vi)
					10,000,000		2(ix)
Deposit assets	—		6,837,843		—			6,837,843
Deferred offering costs			7,277,901		(7,277,901)		2(v)	—
Prepaid expenses and other assets	175,433		1,544,538		—			1,719,971
Total current assets	603,827		28,419,552		1,209,592			30,232,971
OTHER ASSETS:
Investments held in trust account	205,105,918		—		(205,105,918)		2(iii)	—
Deposit assets, long term	—		3,979,386		—			3,979,386
Equipment, net	—		546,370		—			546,370
Intangible assets, net	—		30,000		—			30,000
TOTAL ASSETS	$	205,709,745	$	32,975,308	$	(203,896,326)		$	34,788,727
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Simple Agreement for Future Equity	$	—	$	39,987,009	$	15,045	2(i)	$	—
					(40,002,054)		2(ii)
Accounts payable and accrued expenses	608,054		8,329,219		—			8,937,273
Deposit liabilities	—		1,356,090		—			1,356,090
Other current liabilities	—		53,240		—			53,240
Liability for share-based payments	—		—		5,275,831		2(viii)	5,275,831
Working capital note payable	—		—		10,000,000		2(ix)	10,000,000
Total current liabilities	608,054		49,725,558		(24,711,178)			25,622,434
Deferred underwriting fee payable	8,000,000		—		(8,000,000)		2(vi)	—
TOTAL LIABILITIES	8,608,054		49,725,558		(32,711,178)			25,622,434

Preferred Stock, $0.00001 par value	—		26,854,552		(26,854,552)		2(iv)	—
Class A ordinary shares subject to possible redemption	205,105,918		—		(205,105,918)		2(iii)	—
STOCKHOLDERS' EQUITY (DEFICIT):
Class A Common Stock, $0.0001 par value	—		102		12,121		2(ii)	12,223
Class B Common Stock, $0.0001 par value	—		—		25,884		2(ii)	25,884
Additional paid-in capital	—		4,865,302		(38,005)		2(ii)	71,679,676
					40,002,054		2(ii)
					3,850,570		2(iii)
					26,854,552		2(iv)
					(3,696,547)		2(v)
					7,845,977		2(vi)
					(8,004,227)		2(vii)
Accumulated deficit	(8,004,227)		(48,470,206)		(8,805,453)		2(v)	(62,551,490)
					8,004,227		2(vii)
					(5,275,831)		2(viii)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(8,004,227)		(43,604,802)		60,775,322			9,166,293
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	205,709,745	$	32,975,308	$	(203,896,326)		$	34,788,727


UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three months ended March 31, 2026

	A Paradise Acquisition Corp 3(A)		Enhanced 3(B)		Transaction Accounting Adjustments			Pro Forma Combined
Revenue	$	—	$	2,755	$	—		$	2,755
Operating expenses:
General and administrative	374,239		12,525,661		—			12,899,900
Athlete	—		2,508,472		—			2,508,472
Marketing	—		1,493,269		—			1,493,269
Depreciation	—		16,661		—			16,661
Total operating expenses	374,239		16,544,063		—			16,918,302
Loss from operations	(374,239)		(16,541,308)		—			(16,915,547)
Other income (expenses):
Interest and other expense, net	1,793,413		111,878		(1,787,764)		3(x)	(7,473)
					(125,000)		3(xi)


Total other income (expenses), net	1,793,413		111,878		(1,912,764)			(7,473)
Income (loss) before income taxes	1,419,174		(16,429,430)		(1,912,764)			(16,923,020)
Benefit (provision) for income taxes	—		—		—			—
Net income (loss) and comprehensive income (loss)	$	1,419,174	$	(16,429,430)	$	(1,912,764)		$	(16,923,020)
Net income (loss) per share, basic and diluted(1)	$	(0.01)	$	(1.61)	$	(0.02)		$	(0.14)
Weighted-average shares of common stock, basic and diluted	7,266,667		10,233,183		122,230,453			122,230,453


UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Year ended December 31, 2025

	A Paradise Acquisition Corp 4(A)		Enhanced 4(B)		Transaction Accounting Adjustments			Pro Forma Combined
Revenue	$	—	$	—	$	—		$	—
Operating expenses:
General and administrative	1,038,358		21,732,936		7,629,453		2(v)	35,676,578
					5,275,831		2(viii)
Athlete	—		3,743,219		—			3,743,219
Marketing	—		1,404,324		—			1,404,324
Depreciation	—		8,553		—			8,553
Total operating expenses	1,038,358		26,889,032		12,905,284			40,832,674
Loss from operations	(1,038,358)		(26,889,032)		(12,905,284)			(40,832,674)
Other income (expenses):
Interest and other expense, net	3,333,963		227,355		(3,318,154)		4(xii)	(256,836)
					(500,000)		4(xiii)
Gain on expiration of over-allotment option liability	272,989		—		—			272,989
Total other income (expenses), net	3,606,952		227,355		(3,818,154)			16,153
Income (loss) before income taxes	2,568,594		(26,661,677)		(16,723,438)			(40,816,521)
Benefit (provision) for income taxes	—		—		—			—
Net income (loss) and comprehensive income (loss)	$	2,568,594	$	(26,661,677)	$	(16,723,438)		$	(40,816,521)
Net income (loss) per share, basic and diluted(1)	$	(0.05)	$	(2.62)	$	(0.14)		$	(0.33)
Weighted-average shares of common stock, basic and diluted	6,918,174		10,174,887		122,230,453			122,230,453

______________

(1)The net loss per share of A Paradise is presented using income (loss) attributable to non-redeemable shares, excluding income allocated to redeemable shares.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.Basis of Presentation

The unaudited pro forma condensed combined financial information has been adjusted to give effect to transaction accounting adjustments related to the Business Combination linking the effects of the Business Combination to the historical financial information.

The Business Combination will be accounted for as a reverse recapitalization in accordance with the FASB’s ASC Topic 805, “Business Combinations.” Enhanced has been determined to be the accounting acquirer. Under the reverse recapitalization model, the Business Combination will be treated as Enhanced issuing equity for the net assets of A Paradise, with no goodwill or intangible assets recorded.

The unaudited pro forma adjustments have been prepared as if the Business Combination had been consummated on December 31, 2025, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Business Combination had been consummated on January 1, 2025, the beginning of the earliest period presented, in the case of the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, has been prepared using the following:

•A Paradise’s historical balance sheet as of March 31, 2026, as included in the A Paradise Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026; and

•Enhanced’s historical consolidated balance sheet as of March 31, 2026, as included elsewhere in this Current Report on Form 8-K.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026, has been prepared using the following:

•A Paradise’s historical statement of operations for the three months ended March 31, 2026, as included in the A Paradise Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026; and

•Enhanced’s historical consolidated statement of operations for the three months ended March 31, 2026, as included elsewhere in this Current Report on Form 8-K.

The unaudited pro forma condensed combined statement of operation for the year ended December 31, 2025, has been prepared using the following:

•A Paradise’s historical statement of operations as of December 31, 2025, as included in in the A Paradise Annual Report on Form 10-K filed with the SEC on February 9, 2026; and

•Enhanced’s historical consolidated statement of operations as of December 31, 2025, as included in in the Registration Statement on Form S-4 originally filed with the SEC on February 12, 2026.

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Enhanced after giving effect to the Business Combination. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma condensed adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material.

Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. A Paradise has elected not to present any “management adjustments.”

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Enhanced Group. They should be read in conjunction with the historical financial statements and notes thereto of Enhanced and A Paradise.

2.Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026, are as follows:

(A)Derived from the unaudited condensed consolidated balance sheet of A Paradise as of March 31, 2026.

(B)Derived from the unaudited condensed consolidated balance sheet of Enhanced as of March 31, 2026.

(i)Represents the remaining cash receipts associated with SAFEs entered into by Enhanced preceding the acquisition agreement. The SAFEs were issued to certain investors in an aggregate amount of $40,002,054.

(ii)Reflects the recapitalization of Enhanced. Immediately prior to the recapitalization, as triggered by the Business Combination, Enhanced historical convertible instruments and SAFEs convert to Enhanced common shares that, collectively with the historical Enhanced common shares, are exchanged for 4,000,182 shares of Enhanced Group Class A common stock and additional paid-in-capital. At the conversion the SAFE investors also received Enhanced Group SAFE Warrants equal to fifty percent (50%) of the number of Class A common stock received upon conversion, each exercisable for one share of Enhanced Group Class A common stock at a per-share price equal to the conversion price determined under the SAFE. These Enhanced Group SAFE Warrants are included in additional paid-in capital. As noted above, these unaudited pro forma condensed combined financial statements have been prepared assuming no election will be made by any of the holders of the Enhanced Group SAFE Warrants to convert any portion of the Enhanced Group SAFE Warrants for shares of Enhanced Group Class A common stock at Closing. Additionally, the Co-Founder Holders will receive Enhanced Group Class B common stock, par value $0.0001, as specified in the Allocation Statement. Following the Business Combination, Enhanced Group will have the following shares of Class A common stock and Class B common stock issued and outstanding, as shown in the following table:


	Shares Authorized	Shares Issued and outstanding
Class A common stock	310,000,000	122,230,453
Class B common stock	330,000,000	258,837,933

Enhanced Group pro forma shares were derived from the following:


	Class A Common Shares	Class B Common Shares
A Paradise outstanding shares at March 31, 2026	7,266,667	—
Issuance of Enhanced Group shares in exchange for A Paradise common shares	10,230,297	—
Conversion of Enhanced Ltd shares into Enhanced Group share(1)	110,000,076	258,837,933


Conversion of Enhanced Ltd SAFEs into Enhanced Group common stock	2,000,080	—
Total shares issued in Enhanced Group	122,230,453	258,837,933

______________

(1)The Enhanced Group common stock shown here represent the shares issued upon the contractual automatic conversion of the Enhanced SAFEs into Enhanced Group equity, prior to the Business Combination. Excludes 10,656,222 shares of Enhanced Group Class A common stock exercisable in respect of Enhanced Group Options, 526,731 shares of Enhanced Group Class A common stock expected to be issued in respect of Enhanced Group Top-Up Awards (estimated based on the SAFE Price), 817,005 shares of Enhanced Group Class A common stock expected to be exercisable in respect of Enhanced Group Consultant Warrants and 2,000,080 shares of Enhanced Group Class A common stock that underlie the Enhanced Group SAFE Warrants.

(iii)Represents cash equivalents that will be released from the Trust Account and relieved of restrictions regarding use upon the Closing and, accordingly, will be available for redemptions and general use by Enhanced Group less any cash disbursements for shares redeemed subsequent to March 31, 2026. Such amount represents a reclassification from the investments held in trust line of the pro forma balance sheet to the cash and cash equivalents line. Based upon a 98% redemption rate, cash available for general use would increase by $3,696,547, cash disbursements to pay the remaining deferred underwriting fee would amount to $154,023 and cash disbursements for redemptions would amount to $201,255,348. This also reflects an increase to additional paid-in capital based on redemptions of 19,615,531 A Paradise shares.

(iv)Represents conversion of Enhanced’s preferred shares. Enhanced Series A-1 preferred shares has a conversion rate of 1.65, Enhanced Series A-2 preferred shares has a conversion rate of 3.30 and Enhanced Series B preferred shares has a conversion rate of 14.35. Preferred Share Conversions are triggered in connection with the Business Combination, accounted for as a reverse recapitalization.

(v)Represents payment of unrecorded estimated transaction costs that are expected to be incurred for the Business Combination of $3,674,000, as itemized in the following table. The transaction costs of A Paradise are expensed. The accounting for Enhanced’s costs related to the Business Combination are charged to additional paid-in capital when specific incremental costs are directly attributable to an offering of securities and the amounts capitalized to additional paid-in capital do not exceed the proceeds of the offering. Proceeds of the offering for these purposes amount to the amount of cash Enhanced Group has retained from the Trust Account. Therefore $3,696,547 of the transaction costs of Enhanced are capitalized and $6,885,453 of the transaction costs of Enhanced are expensed. Refer to note 2 of the consolidated financial statements presented in the Annual Report on Form 10-K of A Paradise, filed with the SEC on February 9, 2026, and note 2 of the consolidated financial statements of Enhanced, presented in the A Paradise Registration Statement on Form S-4, filed with the SEC on April 9, 2026, for additional discussions of each entities’ accounting policies related to costs of securities offerings.


	Approximate transaction costs included in the combined operating results of A Paradise and Enhanced as of March 31, 2026				Unrecorded estimated transaction costs included in the pro forma financial statements				Total estimated transaction costs
Cost category	Costs of A Paradise		Costs of Enhanced		Costs of A Paradise		Costs of Enhanced		Costs of A Paradise		Costs of Enhanced		Total
Legal fees	$	1,191,000	$	5,449,000	$	49,000	$	51,000	$	1,240,000	$	5,500,000	$	6,740,000
Advisory fees	73,000		338,000		166,000		42,000		239,000		380,000		619,000
Other professional fees	95,000		438,000		46,000		97,000		141,000		535,000		676,000
Offering costs	—		—		—		3,000,000		—		3,000,000		3,000,000
Other expenses	191,000		1,053,000		109,000		114,000		300,000		1,167,000		1,467,000
Total	$	1,550,000	$	7,278,000	$	370,000	$	3,304,000	$	1,920,000	$	10,582,000	$	12,502,000

(vi)Deferred underwriting fee payable of $154,023 is to be paid to CCM upon consummation of the Business Combination Agreement. Amounts to be paid are dependent on the level of redemptions. At a redemption rate of approximately 98%, Enhanced Group retained $3,850,570 of the trust balance prior to payment of the deferred underwriting fees.

(vii)Reflects the elimination of A Paradise’s historical accumulated deficit with a corresponding adjustment to additional paid-in-capital for Enhanced Group in connection with the reverse recapitalization at the Closing.

(viii)In connection with the Business Combination, Enhanced Group is obligated to issue Top-Up awards to certain Enhanced employees and non-employees, with an aggregate value of $5,275,831.

(ix)In April 2026, Enhanced drew $10,000,000 from the Working Capital Note’s available line of credit. The outstanding principal amount of the Working Capital Note bears interest at 5% per annum and is payable upon maturity.

Unaudited Condensed Combined Pro Forma Adjustments to the Statements of Operations

3.Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2026

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statements of operations are as follows:

(A)Derived from the audited statement of operations of A Paradise for the three months ended March 31, 2026.

(B)Derived from the audited consolidated statement of operations of Enhanced for the three months ended March 31, 2026.

(x)Reflects the elimination of interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(xi)Reflects the recording of interest expense on the Working Capital Note in the amount of $125,000 for the three months ended March 31, 2026.

4.Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2025

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statements of operations are as follows:

(A)Derived from the audited statement of operations of A Paradise for the year ended December 31, 2025.

(B)Derived from the audited consolidated statement of operations of Enhanced for the year ended December 31, 2025.

(xii)Reflects the elimination of interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(xiii)Reflects the recording of interest expense on the Working Capital Note in the amount of $500,000 for the year ended December 31, 2025.

5.Net loss per share

Represents the net loss per share calculated using the historical weighted-average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2025. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted-average shares outstanding for basic and diluted net income/(loss) per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

The unaudited pro forma combined per share information has been presented as follows:


	Three months ended March 31, 2026
Numerator
Pro forma net loss	$	(16,923,020)

Denominator:
Weighted average shares outstanding - basic and diluted	122,230,453

Basic and diluted net loss per share	$	(0.14)

For the three months ended March 31, 2026, 14,000,038 shares have been excluded from the scenario above because they would be considered anti-dilutive.


	Year ended December 31, 2025
Numerator
Proforma net loss	$	(40,816,521)

Denominator:
Weighted average shares outstanding - basic and diluted	122,230,453

Basic and diluted net loss per share	$	(0.33)

For the year ended December 31, 2025, 14,000,038 shares have been excluded from each scenario above because they would be considered anti-dilutive.

Exhibit 99.3

Enhanced Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read along with, and is based on, financial information extracted and derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 and 2024, and the Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and the three months ended March 31, 2025, appearing elsewhere in this report Form 8-K.

You should read the following discussion and analysis of the Company’s financial condition and results of operations together with the Company’s consolidated financial statements and related notes incorporated by reference in the Current Report on Form 8-K to which this Exhibit is attached. Some of the information contained in this discussion and analysis, including information with respect to the Company’s plans and strategy for the Company’s business and the Company’s expectations with respect to liquidity and capital resources, includes forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those risks and uncertainties described in the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections in the Current Report on Form 8-K to which this Exhibit is attached. The Company’s actual results could differ materially from the results described in or implied by these forward-looking statements. Throughout this exhibit, unless otherwise noted or the context otherwise requires, ”the Company” refers to Enhanced Ltd and its subsidiaries prior to the Business Combination and Enhanced Group and its subsidiaries following the Business Combination.

Business Overview

The Company is a growth-stage company operating at the intersection of sports entertainment, performance science, and lifestyle wellness. Through the Company’s flagship Enhanced brand, it aims to develop a commercially sustainable, technology-enabled platform that integrates athletic competition, scientific advancement, and consumer engagement.

The Company’s operations are organized around two complementary business lines:

•Enhanced Games. A multi-sport event engineered to demonstrate the benefits of medically supervised performance enhancement in a transparent, safety-first environment. The inaugural Enhanced Games, scheduled for May 2026 at Resorts World Las Vegas, will feature swimming, track and weightlifting competitions. The Company intends to monetize the Enhanced Games through media rights, sponsorships, branded content, and licensed consumer products. The Company’s key partners include Lionsgate (content creation and distribution), California Commercial Pools providing the Myrtha-designed pools, Mondo (event infrastructure) and Van Wagner (live event production).

•Live Enhanced. A direct-to-consumer, subscription-based platform offering physician-guided performance protocols, telehealth access and personalized supplementation. The platform launched a paid waitlist in 2025 with over 1,000 sign-ups and is intended to generate recurring consumer revenue commencing in early 2026.

The Company operates with an asset-light, partnership-driven model, leveraging third-party telehealth, production, and distribution partners while retaining control of brand, technology, customer relationships and data. Its mission is to enable individuals to “Live Enhanced” by applying scientifically validated methods of human optimization safely and ethically.

The Company has incurred net losses since inception, including $16.4 million and $3.3 million for the three months ended March 31, 2026 and 2025, respectively. The Company expects to incur operating losses for the foreseeable future as it continues to invest in infrastructure, product development, marketing, and talent to launch its flagship offerings.

Recent Developments

Since December 31, 2025, the Company has continued to prepare for the inaugural Enhanced Games, which is scheduled for May 2026 in Las Vegas. In addition, in February 2026, the Company launched Live Enhanced, its direct-to-consumer subscription-based platform providing physician-guided performance protocols, telehealth access and personalized supplements. The Company reported that, during the first week following launch, average order value was $118 and the subscription rate was 50%. These operating metrics are preliminary, relate to a limited initial period of seven days and may not be indicative of future performance.

In January 24, 2026, training and athlete medical preparation began in the U.A.E. ahead of the inaugural Enhanced Games and in February 2026, the Clinical Research Study was reviewed and approved by an IRB and then commenced. Although geopolitical instability and armed conflict in the Middle East has created, and may continue to create, heightened security and operational risks for the Company’s personnel, and athletes and broader activities in the U.A.E., including risks relating to safety, travel, site access, vendors and logistics, the Company’s athletes and personnel in Abu Dhabi are safe and that training is continuing. As of March 31, 2026, no athlete has chosen to leave for safety reasons and the Company has maintained communication with and continued support for all affected athletes and personnel. The Clinical Research Study, in collaboration with the Abu Dhabi Department of Health, has recently commenced and athletes have begun enhancement protocols. See “Risk Factors—Risks Related to the Company’s Business Model, Commercial Operations and Operating Market—Ongoing hostilities and instability in the Middle East could disrupt our activities in the U.A.E. and adversely affect our business.”

Factors Affecting the Company’s Results of Operations

The Company expects its results of operations to be influenced by numerous internal and external factors that may cause actual performance to differ from expectations. The key factors that are expected to affect the Company’s results of operations are discussed below.

Execution of the Enhanced Games

The Company’s ability to deliver successful Enhanced Games will be the most significant near-term determinant of future performance. Revenue generation will initially depend on the timing, scale, and quality of these events and their ability to attract global audiences, athletes, and sponsors. Management expects that performance will be influenced by:

•Viewership and fan engagement. Broadcast ratings, social-media reach, and digital engagement will drive sponsorship pricing, content licensing fees, and long-term brand equity.

•Sponsorship yield. The mix of global and category sponsors and the ability to secure multi-year partnerships will affect revenue, gross margins and predictability of cash flows.

•Cost discipline. Infrastructure, production, and athlete-related costs will represent the largest expenditures. Efficient procurement, reuse of modular assets, and disciplined budget management are expected to generate operating leverage over time.

•Event cadence. The pace at which the Company expands from a single marquee event scheduled in May 2026 to a recurring series of events and challenges will influence revenue growth and working-capital needs.

Development of the Live Enhanced Platform

Performance of the Live Enhanced business will depend on the Company’s ability to convert public interest in the Enhanced Games into paying subscribers and recurring services revenue. Key variables include:

•Customer acquisition efficiency. The cost of acquiring new subscribers through paid and organic marketing will directly affect unit economics.

•Subscriber retention and engagement. Continued use of the Live Enhanced platform’s physician-guided programs, supplements, and data tools will determine lifetime value per customer.

•Product breadth and clinical integration. Expanding our initial offering of testosterone replacement therapy to additional hormone, metabolic, cognitive, and longevity protocols, as well as supplements and other products, will increase addressable market size.

•Partnership performance. The platform’s scalability depends on the reliability and compliance performance of partners for clinical delivery.

Monetization of Media and Intellectual Property

Over time, the Company expects to derive a meaningful portion of its revenue from content production, distribution, and licensing. The trajectory of this revenue stream will depend on:

•The volume and quality of Enhanced-branded content produced around the Enhanced Games and related athlete stories;

•The Company’s ability to negotiate favorable distribution arrangements with broadcasters, streaming platforms, and social-media networks; and

•The strength and protection of the Company’s intellectual-property portfolio and brand assets, which underpin sponsorship and merchandising initiatives.

Operating Leverage and Scale

As the Company matures, management expects fixed costs, such as corporate infrastructure, compliance, and technology, to be leveraged across a growing revenue base. The degree of operating leverage achieved will depend on:

•The timing of revenue realization relative to expense growth;

•The success of cost-containment initiatives in event production and marketing; and

•The mix between high-margin media and services revenues versus lower-margin live-event revenues.

Regulatory and Compliance Costs

The Company anticipates continuing significant investment in regulatory compliance, medical supervision, data protection, and clinical oversight. These costs will vary with the number of jurisdictions in which the Company operates and the scope of its Live Enhanced offerings. As the regulatory landscape for telehealth and enhancement-related substances evolves, compliance expenditures are likely to increase and revenues will be required to increase at an equal or greater rate, influencing operating margins.

Access to and Cost of Capital

Given its current minimal revenue status, the Company’s ability to finance growth initiatives efficiently will affect long-term profitability. Future results will depend on:

•The amount of capital raised through the SAFE Investment and subsequent equity or debt offerings;

•Prevailing market conditions and interest rates affecting financing costs; and

•The Company’s ability to demonstrate progress milestones that attract strategic and institutional investors on favorable terms.

Business Environment and Industry Outlook

The Company’s future performance will be influenced by the overall health and trajectory of the global sports entertainment, media, and wellness industries in which it operates. Management believes that both the live sports entertainment and telehealth-enabled performance wellness sectors are poised for continued expansion over the medium to long term, underpinned by technological innovation, demographic trends, and evolving consumer behavior.

Global Economic Environment and Discretionary Spending

Global GDP is expected to grow by 3.1% in 2026, driven by population growth, urbanization, and a rising middle class in emerging markets. Real household incomes and employment levels in key markets such as the United States, Western Europe, and the Gulf Cooperation Council countries are projected to support steady increases in discretionary consumer spending. Although inflationary pressures and interest-rate volatility may temper short-term demand, discretionary categories, particularly sports, entertainment, and health & wellness, have historically rebounded quickly following macroeconomic slowdowns.

For the Company, discretionary spending directly affects ticket and hospitality purchases, merchandise and digital-content consumption, and subscriptions to its Live Enhanced platform. Corporate marketing budgets, which drive sponsorship and advertising revenue, are also correlated with economic growth and consumer confidence.

Live Sports and Sports Entertainment

The global sports events market was valued at approximately $452.8 billion in 2024 and is projected to reach $687.7 billion by 2030, representing a CAGR of approximately 7.2% from 2025-2030. Industry growth is being driven by rising media-rights valuations, direct-to-consumer streaming models, and the proliferation of short-form and social-first content. Global sports media-rights revenues alone are expected to increase from approximately $57.4 billion in 2024 to approximately $107.1 billion by 2033. These trends support the Company’s focus on high-impact, event formats designed for digital distribution and its integrated media strategy linking athlete storytelling and performance data to audience engagement.

Viewers are increasingly consuming sports across multiple screens and favoring formats that emphasize personality, storytelling, and access. The Enhanced Games model, engineered for world-record performances, athlete narratives, and shareable digital clips, aligns with these shifts. Its modular infrastructure and partnership with major production studios position it to capitalize on the ongoing convergence of sport, entertainment, and social media.

The broader industry trend toward “premium but compact” live experiences also supports the Company’s focus on high-impact, single-evening competitions rather than multi-week tournaments, reducing fixed costs while maintaining audience intensity.

Media Rights and Digital Distribution

As streaming platforms compete for unique content, rights values for emerging sports properties have expanded to record levels, creating opportunities for new entrants that can deliver authentic, data-rich storylines. The Company’s digital-first production model and partnership with leading media and production firms position it to benefit from this shift toward multi-platform distribution.

Telehealth, Digital Health, and Performance Wellness

The global telehealth market was valued at approximately $123.3 billion in 2024 and is projected to reach $455.3 billion by 2030, reflecting a CAGR of approximately 24.7%. The U.S. telehealth segment alone was valued at $42.5 billion in 2024 and is expected to grow at a CAGR of 23.8% through 2030. Growth is being driven by regulatory acceptance of virtual care, rising consumer demand for personalized health management, and integration of wearable and AI-enabled diagnostic technologies. Within this market, the global hormone-replacement and optimization segment is projected to reach $67.0 billion by 2034, expanding at a CAGR of 6.0%. The Company’s

Live Enhanced platform, combining licensed clinical delivery through third-party service providers with consumer-facing brand and content, directly targets this high-growth performance-health segment.

Convergence of Sports, Science, and Lifestyle

The Company believes that an overarching industry shift is the blending of athletic performance, scientific validation, and consumer wellness, a convergence that defines the Company’s mission. Audiences increasingly view sport not only as entertainment but as an aspirational reflection of health and capability. Likewise, consumers are adopting science-backed performance products popularized by professional athletes and influencers. The Company believes this convergence provides an opportunity to create a unified brand platform connecting elite competition (through the Enhanced Games) with everyday performance optimization (through the Live Enhanced platform).

Outlook Summary

While periodic economic or market volatility may influence short-term spending and sponsorship demand, long-term structural tailwinds—including digitization of sports consumption, expansion of the telehealth sector, and increasing consumer investment in health and experiential entertainment—support a favorable industry backdrop for the Company. The Company believes its position at the convergence of these sectors provides substantial opportunity for sustainable growth and brand value creation.

Key Financial and Operating Metrics

As a development-stage company with minimal revenues to date, the Company does not yet monitor traditional financial metrics such as revenue growth, gross margin or operating margin. Management monitors the following indicators to evaluate operating performance and liquidity:

•Net Loss and Operating Expenses. Reflect total operating spend and non-cash charges; used to assess expense discipline and investment priorities.

•Cash Balance and Liquidity. Monitored monthly to ensure adequate runway until anticipated revenues commence after the 2026 Enhanced Games.

•Capital Raised. Includes proceeds from equity and SAFE financings that provide liquidity for operations and strategic initiatives.

Management expects to introduce additional key performance indicators following the launch of the Enhanced Games, including event viewership metrics, sponsorship revenue per event, and subscriber growth.

Revenue

The Company is a development-stage entity and has minimal revenues to date. Future revenues are expected to derive primarily from sponsorship, media rights, and content licensing related to the Enhanced Games, and subscription and service fees from the Live Enhanced platform.

General and Administrative Expenses

General and Administrative expenses consist primarily of salaries and benefits for personnel in the Company’s executive, business development, and administrative functions, together with legal fees and expenses for intellectual property and corporate matters, professional fees and expenses for accounting, auditing, tax, and consulting services, insurance costs, travel, and facility-related expenses and other operating costs. General and Administrative expenses are expensed as incurred.

Athlete Expenses

The Company engages athletes under year-round agreements providing athletes contract and training stipends and incentive bonuses enabling them to focus exclusively on their sport.

Marketing Expenses

Marketing expenses represent costs incurred to promote the Company’s brand, events, and initiatives within the global sports and entertainment industry. These expenses include third-party marketing and consulting costs, digital and social-media advertising, content production, and market research activities.

Depreciation

Depreciation expense relates primarily to computer equipment, which is recorded at cost and depreciated using the straight-line method over an estimated three-year useful life.

Interest Income and Other Expense, net

This line item reflects miscellaneous non-operating income and expense, including interest income on cash balances and non-recurring adjustments related to financing and currency transactions. As a development-stage company with limited cash investments, the Company’s interest income has been immaterial to date.

Results of Operations

Comparison of Three Months Ended March 31, 2026 and 2025

The following table shows the principal components of the Company’s results of operations for the three months ended March 31, 2026 and 2025, respectively:


	Three Months Ended
	March 31, 2026		March 31, 2025
Revenue	$	2,755	$	—
Operating expenses:
General and administrative	12,525,661		$	1,982,108
Athlete	2,508,472		965,410
Marketing	1,493,269		400,541
Depreciation	16,661		198
Total operating expenses	16,544,063		3,348,257
Loss from operations	(16,541,308)		(3,348,257)
Other income (expenses):
Interest income and other expense, net	111,878		40,038
Total other income (expenses), net	111,878		40,038
Loss before income taxes	(16,429,430)		(3,308,219)
Net loss and comprehensive loss	$	(16,429,430)	$	(3,308,219)

Revenue

Revenue was $2,755 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. The 2026 amount reflects early online sales of health and wellness products and services through the Company’s website, including prescription and non-prescription products. As of March 31, 2026, the Company remains in a pre-commercialization phase, and operations during both periods were focused on corporate formation, brand development, and financing activities.

General and Administrative Expenses

General and Administrative expenses were $12,525,661 for the three months ended March 31, 2026 compared to $1,982,108 for the prior period, an increase of $10,543,553, or 532%, primarily driven by an increase of $1.8 million in salaries, wages, and bonuses attributed to the growth in our headcount, $2.7 million increase in professional and consulting fees associated with games development, strategy, accounting and other professional

fees. In addition, the increase for the three months ended March 31, 2026, as compared to the prior period is due to an increase of $2.7 million in professional fees, $0.7 million in stock based compensation, $2.4 million in games related training and consulting fees, $2.7 million in science related medical expenses and $0.2 million in software expenses.

Athlete Expenses

Athlete expenses were $2,508,472 for the three months ended March 31, 2026 compared to $965,410 for the prior year, an increase of $1,543,062, or 1601%, primarily driven by an increase to the number of contracted athletes and their related fees, in 2026 compared to 2025.

Marketing Expenses

Marketing expenses were $1,493,269 for the three months ended March 31, 2026 compared to $400,541 for the prior year, an increase of $1,092,728, or 273%, primarily driven by increases of marketing consultants, advisors and production services content in anticipation of the Company’s Enhanced Games and $0.3 million in social media advertising expenses.

Depreciation

Depreciation was $16,661 for the three months ended March 31, 2026 compared to $198 for the prior year, an increase of $16,463, or 8315%, primarily driven by depreciation recognized on net equipment purchases of $129,227 during 2026.

Interest Income, net

Interest income, net was $111,878 for the three months ended March 31, 2026 compared to $40,038 for the prior year, an increase of $71,840, or 179%, primarily driven by higher cash balances during the comparable periods as a result of capital raises; the increase is due to interest income earned during the comparable periods through investment of these higher cash and cash equivalent balances in U.S. Treasury Bills during 2026.

Net Loss and Comprehensive Loss

Net loss was $16,429,430 for the three months ended March 31, 2026 compared to $3,308,219 for the prior year, an increase of $13,121,211, or 397%, primarily driven by higher operating expenses associated with continued organizational scale-up in 2026 in anticipation of 2026 Enhanced Games.

Liquidity and Capital Resources

Overview

The Company is a development-stage enterprise and has financed operations primarily through the issuance of equity and convertible securities. From inception until the date of this filing, the Company has raised approximately $67.3 million through equity and convertible financing through March 31, 2026. For the three months ended March 31, 2026 and 2025, the Company had $2,755 and $0 revenue, and a net loss of $16,429,430 and $3,308,219, respectively. Management concluded that these conditions raised substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance of the financial statements.

The Company expects to continue incurring operating losses for the foreseeable future as it prepares for the inaugural Enhanced Games and invests in the commercialization of its Live Enhanced platform. The Company’s ability to fund its operations depends on successful completion of the Business Combination and continued access to the capital markets. Subsequent to quarter end, the Company consummated its Business Combination with A Paradise Acquisition Corp. on May 8, 2026, providing access to SPAC trust proceeds and public capital markets. The Company also has $10 million of remaining availability under its $20 million working capital facility with Apeiron. Management believes these actions provide meaningful near-term liquidity, however there can be no assurance that additional capital will be available on acceptable terms when needed.

Cash flows

The following table summarizes the Company’s cash flows for the periods indicated:


	Three months ended
	March 31, 2026		March 31, 2025
Net cash used in operating activities	$	(18,975,533)	$	(3,148,074)
Net cash used in investing activities	(2,748,609)		—
Net cash provided by financing activities	9,229,834		5,814,607

Cash Flows from Operating Activities

For the three months ended March 31, 2026, net cash used in operating activities was $18,975,533 compared to $3,148,074 for the same period in 2025. The increase primarily reflects the Company’s ramp-up in general and administrative, marketing, and professional-service expenditures as operations expanded from start-up formation to active pre-commercial development. The largest uses of cash during FY26 were legal, accounting, and advisory fees related to the equity financings and corporate structuring; compensation and travel for newly hired management; and deposits for the preparation and planning of the Enhanced Games and Live Enhanced.

Cash Flows from Investing Activities

For the three months ended March 31, 2026, net cash used in investing activities was $2,748,609 as compared to no investing activities for the same period in 2025. The increase is primarily due to an increase in capitalizable deposits made for the Enhanced Games 2026.

Cash Flows from Financing Activities

For the three months ended March 31, 2026, net cash provided by financing activities was $9,229,834 as compared to $5,814,607 for the same period in 2025. The increase resulted primarily an increase of $10.3 million of SAFE’s raised in 2026 as compared to $5.9 million of proceeds from the issuance of preferred stock and warrants in 2025, partially offset by payments of offering costs of $0.1 million.

Debt and Credit Facilities

In order to access additional capital prior to the Enhanced Games, on March 18, 2026, Enhanced entered into the Working Capital Note with Apeiron for a line of credit commitment up to $20.0 million. Borrowings under the Working Capital Note bear interest at 5.0% per annum and are due no later than September 18, 2027. The Working Capital Note requires a mandatory prepayment if the Business Combination occurs and, after giving effect to A Paradise shareholder redemptions and the payment of transaction expenses, the amount remaining in the Trust Account exceeds the $20.0 million line of credit commitment. As of the date of this filing, Enhanced had $10 million borrowings outstanding under the Working Capital Note. For further information, please see the section entitled “Certain Relationships and Related Party Transactions—Enhanced—Working Capital Note.”

Future Funding Requirements

The Company expects operating cash outflows to increase significantly in 2026 as it:

•scales staffing and infrastructure;

•invests in marketing and content production for the Enhanced Games;

•satisfies contractually obligated expenses in relation to the Enhanced Games;

•advances the Live Enhanced platform; and funds legal, accounting, and compliance costs associated with becoming a public company.

As of March 31, 2026, the Company held $12.8 million in cash and cash equivalents. Following the consummation of the Business Combination, the Company will receive net proceeds of approximately $3 million after giving effect to the redemption of 19,611,370 shares by A Paradise shareholders. These conditions raise substantial doubt about the Company's ability to continue as a going concern within twelve months after the date that these condensed consolidated financial statements are issued.

Management has evaluated these conditions and is pursuing plans to address the substantial doubt, including raising additional capital through equity offerings, debt facilities, or strategic partnerships, as well as actively managing operating expenditures. However, there can be no assurance that such plans will be successfully implemented, that additional financing will be available on terms acceptable to the Company, or at all.

As a result, management has concluded that substantial doubt about the Company's ability to continue as a going concern has not been alleviated as of the date of issuance of these condensed consolidated financial statements. These condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

As of March 31, 2026, the Company had no long-term debt obligations. Contractual commitments consisted primarily of:

•Event-production and vendor deposits of approximately $10.8 million, of which, $9.5 million are paid as of March 31, 2026, related to the 2026 Enhanced Games. As of March 31, 2026, the Company’s has $3 million remaining contractual commitments to be invoiced for the event space, entertainment and portable track system pertaining to the 2026 Enhanced Games.

The Company expects future contractual obligations to increase as operations expand and may enter into additional service and sponsorship arrangements, as well as additional equity or debt financing arrangements.

Off-Balance Sheet Commitments and Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Specifically, the Company:

•has no guarantees or letters of credit issued on behalf of third parties;

•has no unconsolidated entities or special-purpose vehicles that finance its operations or hold assets for its benefit; and

•has no purchase obligations, derivative contracts, or forward commitments other than ordinary-course vendor agreements related to event planning and marketing services.

Management monitors potential exposure arising from pending sponsorship negotiations and vendor letters of intent; however, none of these arrangements represent binding obligations as of December 31, 2025.

Emerging Growth Company Status

The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the "JOBS Act"). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If

some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period available to emerging growth companies.

We expect to remain an emerging growth company until the earlier of (1) the last day of the year (i) following July 29, 2030, which is the fifth anniversary of the effective date of APAD’s IPO registration statement, (ii) in which the Company has total annual gross revenue of at least $1.235 billion, or (iii) in which the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, or (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Following the Closing, the Company expects to elect to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. The Company expects to elect to continue to utilize the extended transition period. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which the Company remains an emerging growth company.

Smaller Reporting Company Status

Following the Business Combination, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies are eligible take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the Company’s Class A Common Stock held by non-affiliates equaled or exceeded $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) the Company’s annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of the Enhanced Group Class A common stock held by non-affiliates equaled or exceeded $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make comparison of the Company’s financial statements with other public companies difficult or impossible.

Passive Foreign Investment Company

If the Company were determined to be a PFIC for any taxable year, a U.S. Holder would generally be subject to the unfavorable default tax regime unless such holder makes a timely and effective election to treat the Company as a Qualified Electing Fund (QEF) or a Mark-to-Market (MTM) election. The Company currently does not intend to provide U.S. Holders with the information necessary to make a QEF Election for any taxable year. However, while the Company has not made a commitment to provide such information, it acknowledges that under certain circumstances, such as if it concludes that its PFIC status is definitive for a particular year, or if required by applicable securities laws or listing standards, it may be able to provide the requisite information (including the U.S. Holder’s pro rata share of the Company’s ordinary earnings and net capital gain) to permit U.S. Holders to make a QEF election.

Critical Accounting Estimates

This management’s discussion and analysis of the Company’s financial condition and results of operations is based on the financial statements included in this proxy statement/prospectus, which have been prepared in

accordance with US GAAP. The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosures. Management’s estimates are based on its historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this filing are described under Critical Accounting Estimates included in the section titled “Enhanced Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Form S-4 for the years ended December 31, 2025 and 2024, filed with the SEC on April 9, 2026 . There have been no material changes to the Company's critical accounting estimates from those described in the Company's Form S-4 filed with the SEC on April 9, 2026.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is provided in Note 2 to our condensed financial statements included in this filing.

Exhibit 99.4

ENHANCED GROUP

Investor Relations

ENHANCED GROUP INC. TO BEGIN TRADING ON NYSE

Enhanced Group Inc. Class A Common Stock To Commence Trading Under Ticker Symbol "ENHA"

Business Combination with a Paradise Acquisition Corp. Now Complete

Enhanced Leadership Team to Ring the NYSE Closing Bell at 4:30 PM ET

NEW YORK – May 8, 2026 – Enhanced Group Inc. (“Enhanced”) announced that its Class A common stock will commence trading on the New York Stock Exchange (“NYSE”) under the ticker symbol "ENHA" today following the completion of its business combination with A Paradise Acquisition Corp. (NASDAQ: APAD).

"Today represents a transformative moment for Enhanced as we begin our journey as a publicly traded company," said Maximilian Martin, Co-Founder and Chief Executive Officer of Enhanced. "We are uniquely positioned to demonstrate that performance enhancements can be safely integrated into elite sports under the highest clinical standards and made available to consumers looking to optimize their own health and wellness. This listing provides us with the public platform to revolutionize and lead the performance medicine category."

To celebrate this milestone, Enhanced will ring the NYSE Closing Bell today, Friday, May 8, 2026 at 4:30 PM ET. Joining the Enhanced leadership team for the bell ringing ceremony will be U.S. Olympic gold medallist Cody Miller and silver medallist Fred Kerley.

In addition, Enhanced also posted a Letter from the CEO, Maximilian Martin, on its website at https://investors.enhanced.com/press-releases/.

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 Enhanced or its officers with respect to the consolidated results of operations and financial condition, future events and plans of 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 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 following the announcement of the consummation 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 Enhanced 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

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:

Asia Gilbert

Head of Investor Relations, Enhanced

investors@enhanced.com

ICR, Inc.

Enhanced@icrinc.com

For Media:

Chris Jones, Chief Communications Officer

media@enhanced.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Enhanced Group Inc. (ENHA) announce in this Form 8-K?

Enhanced Group Inc. disclosed completion of its business combination with A Paradise Acquisition Corp., domestication to Texas, and transition to trading Class A common stock on the NYSE under the ticker ENHA, along with extensive post-merger share counts, governance structure, and new board and management appointments.

How many Enhanced Group shares are outstanding after the business combination?

Immediately after closing, Enhanced Group had 122,230,453 shares of Class A common stock and 258,837,933 shares of Class B common stock outstanding. It also had 10,656,222 options, 526,731 top-up awards, 2,000,080 SAFE warrants, and 817,005 consultant warrants, each exercisable for one Class A share.

How much did A Paradise shareholders redeem before the ENHA merger closed?

Holders of 19,611,370 A Paradise Class A shares elected redemption at approximately $10.28 per share, for total cash payments around $201,687,424.50. After these redemptions, about $3,996,752.11 remained in the SPAC trust account immediately prior to closing, before transaction expenses were applied.

What financing did Enhanced obtain through SAFEs before listing as ENHA?

Enhanced entered a $40,002,054 SAFE private placement. Upon closing the business combination, the SAFEs converted into Enhanced common shares, then into 4,000,182 Enhanced Group Class A shares plus 2,000,080 SAFE warrants, each warrant exercisable for one Class A share at a $10 per-share exercise price.

What are Enhanced Group Inc.’s key Q1 2026 financial results?

For the quarter ended March 31, 2026, Enhanced Ltd., now part of Enhanced Group, reported revenue of $2,755 and a net loss of $16,429,430. Operating expenses totaled $16,544,063 and cash and cash equivalents were $12,759,270, reflecting high spending relative to early-stage revenues.

Does Enhanced Group Inc. (ENHA) face going concern risks?

Yes. The company notes recurring losses, an accumulated deficit of $48.5 million, and expectations of continued operating losses. Management concludes current cash is insufficient to fund operations for one year, indicating substantial doubt about its ability to continue as a going concern without raising additional capital.

Who controls voting power at Enhanced Group Inc. after the SPAC merger?

Entities associated with Christian Angermayer, primarily Enhanced Holdings LP, hold 29,904,746 Class A and 258,837,933 Class B shares. Because each Class B share carries ten votes, this position represents about 24.4% of Class A equity but approximately 96.6% of the company’s aggregate voting power.

Enhanced Group (NYSE: ENHA) closes SPAC deal amid redemptions and Q1 loss

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FAQ

What did Enhanced Group Inc. (ENHA) announce in this Form 8-K?

How many Enhanced Group shares are outstanding after the business combination?

How much did A Paradise shareholders redeem before the ENHA merger closed?

What financing did Enhanced obtain through SAFEs before listing as ENHA?

What are Enhanced Group Inc.’s key Q1 2026 financial results?

Does Enhanced Group Inc. (ENHA) face going concern risks?

Who controls voting power at Enhanced Group Inc. after the SPAC merger?

Filing Exhibits & Attachments

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Enhanced Group (NYSE: ENHA) closes SPAC deal amid redemptions and Q1 loss

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8-K Event Classification

Key Figures

Key Terms

FAQ

What did Enhanced Group Inc. (ENHA) announce in this Form 8-K?

How many Enhanced Group shares are outstanding after the business combination?

How much did A Paradise shareholders redeem before the ENHA merger closed?

What financing did Enhanced obtain through SAFEs before listing as ENHA?

What are Enhanced Group Inc.’s key Q1 2026 financial results?

Does Enhanced Group Inc. (ENHA) face going concern risks?

Who controls voting power at Enhanced Group Inc. after the SPAC merger?

Filing Exhibits & Attachments

Press Releases

Agreements & Contracts

Financial & Certifications

Other Documents