Paradise Acquisition Corp.

Overview

• Type: Special Purpose Acquisition Company (SPAC), organized in the British Virgin Islands on November 9, 2022.
• Purpose: To complete a business combination (merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar transaction) with one or more target businesses, with a primary focus on the leisure and entertainment sector.
• IPO and private placement completed July 31, 2025.

Corporate and transactional details

IPO and private placement

• IPO: 20,000,000 Units at $10.00 per Unit, gross proceeds $200,000,000.
• Private placement: 600,000 Units (Sponsor: 400,000; Underwriter CCM: 200,000).
• Each Private Placement Unit consists of one Class A Ordinary Share and one right to receive 1/8 of a Class A Ordinary Share upon completion of a business combination.
• Five institutional non-voting sponsor investors purchased 130,000 Private Placement Units for $1,300,000.
• Non-Voting Sponsor Shares were issued to reflect interests in 1,368,421 Founder Shares held by the Sponsor.
• December 19, 2025: An affiliate of the Sponsor purchased all Non-Voting Sponsor Shares from the non-voting sponsor investors.
• Underwriters’ over-allotment option to purchase up to 3,000,000 Units expired unexercised on September 12, 2025.
• September 15, 2025: Sponsor forfeited 1,000,000 Founder Shares for no consideration after the over-allotment option was not exercised.

Trust account

• As of July 31, 2025: $200,000,000 deposited in a U.S. trust account (Continental Stock Transfer & Trust Company, trustee).
• Permitted investments: U.S. Treasury obligations with maturities of 185 days or less or money market funds that meet Rule 2a-7 requirements.
• Use of funds: Proceeds are generally held in the trust until the completion of a business combination or certain redemptions; interest may be released to pay taxes.
• Redemption mechanics: Public shareholders may redeem at the closing of the initial business combination for a per-share amount equal to the Trust Account balance (including interest, net of taxes) divided by the number of outstanding public shares, subject to limitations in the charter and related agreements.

Founders and equity

• Founder Shares reflected by the Sponsor: 1,368,421.
• Sponsor equity arrangements include a Sponsor Equity Agreement with Apeiron that contemplates a deposit of $5,500,000 and related put/call rights.

Management and offices

• Officers and directors: At least one officer reported.
• Principal executive offices: The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong.

Acquisition structure and related agreements

• Business Combination Agreement executed November 26, 2025 among the Company, A Paradise Merger Sub I, Inc. (Merger Sub) and Enhanced Ltd (Enhanced).
• Enhanced business combination structure:
  • First Merger: Merger Sub into Enhanced, with Enhanced becoming a wholly owned subsidiary of the Company.
  • Second Merger: Enhanced into the Company; Enhanced shareholders will receive consideration in A Paradise Domesticated Class A Common Stock, subject to adjustments.
  • Post-closing: The Company will domesticate from the British Virgin Islands to Texas and rename to Enhanced Group Inc.
  • Voting rights: Holders designated by Apeiron Investment Group Limited (Class B Holders) are expected to hold at least 95% of voting power in the surviving company on a fully diluted basis after closing.
• Conditions and covenants: Standard closing conditions and regulatory approvals; certain private placement investments must have raised at least $40,000,000 for Enhanced.
• PIPEs and SAFEs: Enhanced and related entities entered into SAFEs with investors that convert to Enhanced Class A common stock at a $1.2 billion pre-money valuation cap; accompanying warrants were issued to SAFE holders.
• Related agreements include the Sponsor Equity Agreement with Apeiron, deposits and put/call options for Sponsor securities, termination fee arrangements, and a Participation Agreement with BBG.
• Regulatory approvals: Required listing approvals and governmental/regulatory clearances, including antitrust and other customary conditions.

Post-closing and governance

• Redemptions and shareholder rights: Public shareholders may elect to redeem for cash upon completion of the initial business combination based on the Trust Account per-share amount, subject to charter and trust provisions. The charter and related agreements also provide for potential extensions and additional redemptions if approved by shareholders.
• Nasdaq 80% test: The initial business combination must have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes); fair market value is determined by the board.
• Acquisition criteria: Primary focus on the leisure and entertainment sectors, with emphasis on strong management, public-market readiness, defensible products or services, and the benefits of being a public company. Transactions with sponsor- or management-affiliated targets will be supported by independent valuation opinions where required.
• China and related considerations: The documents discuss PRC regulatory risks, foreign investment, cybersecurity, data privacy and potential use of VIE structures for China-based targets. CFIUS considerations are noted for U.S.-based targets with national security implications through foreign ownership.

Financial and operational snapshot

• Trust Account (July 31, 2025): $200,000,000 held in U.S. trust.
• Use of funds to date: Funds held in trust pending the business combination or redemptions; interest may be used to pay taxes.
• Officers reported: 1 officer.

Key numerical highlights

• IPO Units: 20,000,000
• IPO price: $10.00 per Unit
• Gross IPO proceeds: $200,000,000
• Private placement Units: 600,000
  • Sponsor Private Placement Units: 400,000
  • Underwriter Private Placement Units: 200,000
• Institutional non-voting Private Placement Units: 130,000 ($1,300,000)
• Founder Shares reflected by Sponsor: 1,368,421
• Over-allotment option: up to 3,000,000 Units (expired unexercised)
• Sponsor forfeiture: 1,000,000 Founder Shares (September 15, 2025)
• Trust Account (as of July 31, 2025): $200,000,000
• Completion window for initial business combination: 24 months from IPO close (target date: July 31, 2027)
• Business Combination Agreement date: November 26, 2025
• Target entity in the combination: Enhanced Ltd (Cayman Islands)
• Post-closing name: Enhanced Group Inc. (Texas-domiciled)
• Class B voting power: expected to hold at least 95% after closing
• SAFE conversion cap: $1.2 billion pre-money
• Sponsor Equity Agreement deposit: $5,500,000

Note: This summary reflects the information provided up to December 31, 2025.