ENHA 8-K
Enhanced Group Inc. (ENHA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: +
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Global Market LLC | ||||
| The Global Market LLC | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
A Paradise Acquisition Corp. is a blank check company incorporated as a British Virgin Islands business company with limited liability and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“A Paradise”).
As previously disclosed, November 26, 2025, Apeiron Investment Group Limited (“Apeiron”) and A SPAC IV (Holdings) Corp. (the “Sponsor”) entered into a sponsor equity agreement (the “Sponsor Equity Agreement”), dated as of November 26, 2025. Pursuant to the Sponsor Equity Agreement, subject to the closing of the transactions contemplated by that certain Business Combination Agreement, dated as of November 26, 2025, by and among A Paradise, A Paradise Merger Sub I, Inc. and Enhanced Ltd (the “Business Combination Agreement”), (i) Apeiron granted the Sponsor an option to require Apeiron to purchase up to 100% of, and the Sponsor granted Apeiron an option to purchase up to 100% (and not less than 78%) of, the equity securities then held by the Sponsor in the surviving company (the “Sponsor Securities”), in each case in accordance with the terms and conditions set forth therein, (ii) Apeiron is required to pay the Sponsor a deposit of $5,500,000, which is generally non-refundable and (iii) the parties to the Sponsor Equity Agreement agreed to certain termination fee arrangements.
In connection with its entry into the Sponsor Equity Agreement, on November 26, 2025, Apeiron entered into a Participation Agreement (the “Participation Agreement”) with BBG Beteiligungen GmbH (“BBG”), an affiliate of Enhanced’s financial advisor in connection with the transactions contemplated by the Business Combination Agreement, pursuant to which BBG agreed to participate in 33.33% of the economics of the transactions contemplated by the Sponsor Equity Agreement, including the funding of the deposit amount of $5,500,000.
A copy of the Participation Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference, and the foregoing description of the Participation Agreement is qualified in its entirety by reference thereto.
Important Information for Investors and Shareholders
This Current Report relates to a proposed transaction involving A Paradise and Enhanced. This Current Report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A Paradise and Enhanced intend to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of A Paradise, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all A Paradise shareholders. A Paradise and Enhanced also will file other documents regarding the business combination with the SEC. Before making any voting decision, investors and security holders of A Paradise are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the business combination as they become available because they will contain important information about the business combination. Neither the SEC nor any securities commission or any other U.S. or non-U.S. jurisdiction has approved or disapproved of the business combination or information included herein.
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Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by A Paradise and Enhanced through the website maintained by the SEC at www.sec.gov. The documents filed by A Paradise with the SEC also may be obtained upon written request to A Paradise Acquisition Corp., The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong, Attention: Claudius Tsang, Chief Executive Officer, +852 9583 3199.
Participants in the Solicitation
Enhanced, A Paradise and their respective directors and executive officers may be deemed participants in the solicitation of proxies from A Paradise’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in A Paradise is contained in A Paradise’s final prospectus related to its initial public offering dated July 29, 2025, which was filed with the SEC and is available free of charge at the SEC’s website at www.sec.gov and in A Paradise and Enhanced’s registration statement on Form S-4 which will be filed with the SEC, and will be available free of charge at the SEC’s website at https://www.sec.gov/, or by directing a request to A Paradise Acquisition Corp., The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong, Attention: Claudius Tsang, Chief Executive Officer, +852 9583 3199. Additional information regarding the interests of such participants will be contained in the registration statement when available.
A list of the names of the directors and executive officers of Enhanced and information regarding their interests in the business combination will be contained in the registration statement when available. Additional information regarding the interests of such participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
Forward-Looking Statements
This Current Report only speaks at the date hereof and may contain, and related discussions contain, “forward-looking statements” within the meaning of U.S. federal securities laws. These statements include descriptions regarding the intent, belief, estimates, assumptions or current expectations of A Paradise, Enhanced or their respective officers with respect to the consolidated results of operations and financial condition, future events and plans of A Paradise and Enhanced. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as “expect”, “believe”, “foresee”, “anticipate”, “intend”, “estimate”, “goal”, “strategy”, “plan”, “target” and “project” or conditional verbs such as “will”, “may”, “should”, “could”, or “would” or the negative of these terms, although not all forward-looking statements contain these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and various assumptions, many of which are inherently uncertain and beyond A Paradise’s and Enhanced’s control. Such expectations, beliefs, estimates and projections are expressed in good faith, and management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability.
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Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to: the outcome of any legal proceedings that may be brought against Enhanced or A Paradise following the announcement of the transactions described herein; the inability to complete the transactions described herein; the failure to obtain required regulatory or shareholder approvals; the valuation of Enhanced in connection with the business combination, which was determined through negotiations among affiliated parties and may not represent a market-based valuation; Enhanced’s unproven business model, limited operating history, and minimal revenue to date; the success of the inaugural 2026 Enhanced Games and subsequent events; audience, sponsor and media demand for performance-enhanced competition and related products; the availability of financing and proceeds from the private placement financing described herein; public, medical, regulatory, and ethical scrutiny of performance-enhancement substances and telehealth practices; the evolution of applicable sports, health, and data-privacy regulations; competition from established sports organizations and entertainment providers; insurance coverage limitations and increased operating costs; dependence on key management and medical personnel; exposure to litigation, antitrust or regulatory actions; risks related to market volatility, redemptions and the consummation of the business combination; Enhanced’s ability to develop and, expand its information technology and financial infrastructure; Enhanced’s intellectual property position, including the ability to maintain and protect intellectual property; the need to hire additional personnel and ability to attract and retain such personnel; the ability to recruit and retain athletes, coaches and partners; its ability to obtain additional capital and establish, grow and maintain cash flow or obtain additional and adequate financing; the effects of any future indebtedness on Enhanced’s liquidity and its ability to operate the business; its expectations concerning relationships with third parties and partners; the impact of laws and regulations and its ability to comply with such laws and regulations including laws and regulations relating to consumer protection, advertising, tax, data privacy, and anti-corruption; any changes in certain rules and practices of U.S. and Non-U.S. entities, including U.S.A. Swimming, U.S.A. Track& Field, U.S.A Weightlifting, World Anti-Doping Agency, World Aquatics, World Athletics, the International Weightlifting Federation and other sport governing bodies; its expectations regarding the period during which Enhanced will qualify as an emerging growth company under the JOBS Act; the increased expenses associated with being a public company; and Enhanced’s anticipated use of its existing resources and proceeds from the transactions described herein.
There may be other risks not presently known to us or that we presently believe are not material that could also cause actual results to differ materially. Analysis and opinions contained in this Current Report may be based on assumptions that, if altered, can change the analysis or opinions expressed. In light of the significant uncertainties inherent in the forward-looking statements included in this Current Report , the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Current Report will be achieved, and you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date they are made and, A Paradise and Enhanced each disclaims any obligation, except as required by law, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Participation Agreement, dated November 26, 2025, by and among Apeiron Investment Group Limited and BBG Beteiligungen GmbH | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| A PARADISE ACQUISITION CORP. | ||
| Dated: December 2, 2025 | By: | /s/ Claudius Tsang |
| Name: | Claudius Tsang | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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Exhibit 10.1
Participation Agreement
This Participation Agreement (this “Agreement”), dated as of November 26, 2025, is entered into by and between:
between
Apeiron Investment Group Ltd., a limited liability company registered under the laws of Malta with company registration number C 51843 and registered address at 66 & 67, Beatrice, Amery Street, Sliema, SLM 1707, Malta (“Apeiron”);
and
BBG Beteiligungen GmbH, a limited liability company registered under the laws of Germany and registered address at Überseering 28, 22297 Hamburg, Germany (“BBG”).
Apeiron and BBG are hereinafter individually referred to as a “Party”, or collectively as the “Parties”. Unless context otherwise requires, terms not defined herein have the meanings ascribed to them in that certain Sponsor Equity Agreement entered into on November 26, 2025 and attached hereto as Exhibit A (the “SEA”), by and between Apeiron and A SPAC IV (Holdings) Corp., a British Virgin Islands company (the “Sponsor”).
WHEREAS, subject to the consummation of the closing of the transactions (the “Business Combination”) contemplated in a business combination agreement, dated November 26, 2025, between A Paradise Acquisition Corp., A Paradise Merger Sub I and Enhanced Ltd (the “BCA”), Apeiron has granted the Sponsor an option to require Apeiron to purchase, and the Sponsor has granted Apeiron an option to purchase a certain amount of the Sponsor Securities, in each case, subject to the terms and conditions set forth in the SEA (each, a “Transaction”).
WHEREAS, BBG now intends to participate in each Transaction such that BBG will, in the internal relationship between the Parties, be economically entitled to 33.33% of the Sponsor Securities acquired by Apeiron pursuant to the SEA (the “Participation”). In consideration of the Participation, BBG will transfer an amount equivalent to 33.33% of any and all amounts that become due and payable by Apeiron to the Sponsor pursuant to the terms of the SEA, to a bank account to be designated by Apeiron.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, and for other good and valuable consideration, the parties hereto hereby acknowledge and agree as follows:
1. Grant of Participation
1.1. Effective as of the date of this Agreement, Apeiron hereby grants BBG the Participation in its aforementioned shareholding, pursuant to which BBG shall be entitled to receive 33.33% of the Sponsor Securities acquired by Apeiron pursuant to the terms of the SEA (the “Securities”). Subject to the terms and conditions hereof, as soon as practicable following the Closing (as defined below), Apeiron is obliged and agrees to deliver the Securities to BBG, and BBG agrees to accept the Securities from Apeiron for an amount equal to the Purchase Price (as defined below), provided, however, that such Securities shall remain subject to any applicable transfer and other restrictions imposed thereon pursuant to the terms of the SEA and the BCA (as defined in the SEA and as attached hereto as Exhibit [B]), and in an Insider Letter Amendment to be entered into in connection with the closing of the Business Combination.
1.2. The Participation constitutes a contractual relationship between Apeiron and BBG. No legal relationship is established between BBG and the Sponsor or any of its business partners.
1.3. Notwithstanding anything to the contrary herein, Apeiron’s obligation to deliver and transfer the ownership of the Securities pursuant to this Agreement shall be limited to, and conditioned upon, the actual receipt by Apeiron of such Securities from the Sponsor. In no event shall Apeiron be liable for any failure or delay in delivering Securities to the extent such failure or delay results from the Sponsor’s failure to deliver the Securities to Apeiron.
2. Purchase Price of the Participation
2.1. In connection with the execution the SEA, Apeiron agreed to pay to the Sponsor an amount equal to USD 5.500.000 (the “Deposit”). BBG understands and agrees that this deposit is non-refundable, except for a portion of the Deposit equal to the amount of a Termination Fee which may be payable by the Sponsor to Apeiron under certain circumstances, as set forth in the SEA. In connection with the execution of this Agreement, BBG hereby agrees to pay to a bank account designated by Apeiron an amount equal to 33.33% of the Deposit (the “BBG Deposit”). BBG acknowledges and agrees that no Securities will be transferred to Apeiron or to BBG in connection with the payment of the Deposit or the BBG Deposit and that the payment of the BBG Deposit shall not be treated as a Closing under this Agreement. BBG acknowledges and agrees that, in the event that the BCA is terminated, none of the Securities will be transferred to Apeiron or to BBG, and that some or all of the Deposit will not be returned to Apeiron or to BBG.
2.2. In the event that Apeiron is paid a Termination Fee under the terms of the SEA, Apeiron agrees to pay to BBG 33.33% of such Termination Fee, when and as received by Apeiron.
2.3. The total purchase price for the Participation will be an amount equivalent to 33.33% of any and all amounts that become due and payable from time to time by Apeiron to the Sponsor pursuant to the terms of the SEA (such payments collectively, the “Purchase Price”), which Purchase Price shall be paid by BBG to Apeiron from time to time pursuant to wire transfer instructions and in each case subject to the specification of the respective amount becoming due and payable under the SEA to be provided in writing by Apeiron. The range and maximum amounts to be paid for BBG are set out in Exhibit [C].
2.4. For avoidance of doubt, BBG shall not be required to make any payment to Apeiron under the terms of this Agreement until Apeiron has made the associated payment to the Sponsor; provided, however, that Apeiron may request that BBG’s payment be made concurrently with Apeiron’s associated payment to the Sponsor.
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2.5. The consummation of each of the transactions contemplated by this Agreement shall take place electronically effective on the date of Apeiron’s receipt of the Purchase Price from BBG (the “Closing”). The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.”
3. Term and Termination of the Participation
3.1. The Participation is, in principle but subject to Section 3.2, not time-limited.
3.2. Upon the transfer of the Securities from the Sponsor to Apeiron (which may occur in one or more Transactions) and the subsequent successful transfer of the Securities to BBG or a successful assignment of the Securities, this Agreement and all resulting mutual claims shall automatically terminate; any later separately agreed reductions of Apeiron’s share in the Securities will not affect BBG. The Parties will coordinate on such transfer promptly following each Closing Date.
4. Representations
BBG hereby acknowledges and agrees that it has not entered into the transactions contemplated in this Agreement as a result of or subsequent to (a) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site that is not password protected) or broadcast over television or radio, (b) any seminar or meeting whose attendees, including BBG, had been invited as a result of, subsequent to or pursuant to any of the foregoing, or (c) any other form of general solicitation or general advertising.
5. Miscellaneous.
Sections 7 (Frustration of Purpose), 12 (Specific Performance), 13 (Further Assurances), 14 (No Withholding), 16 (Entire Agreement) and 17 (Miscellaneous) of the SEA are hereby incorporated by reference and made applicable, mutatis mutandis, to this Agreement as if set forth in their entirety herein.
[Signature page follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the parties hereto as of the date first written above.
| Apeiron Investment Group Limited: | ||
| By: | /s/ Mario Frendo | |
| Name: | Mario Frendo | |
| Title: | Director | |
| BBG Beteiligungen GmbH: | ||
| By: | /s/ Dr. Marc Lappas | |
| Name: | Dr. Marc Lappas | |
| Title: | Director (Geschäftsführer) | |
| By: | /s/ Dr. Indre Domgörgen | |
| Name: | Dr. Indre Domgörgen | |
| Title: | Director (Geschäftsführer) | |
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EXHIBIT A
SPONSOR EQUITY AGREEMENT
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EXHIBIT [B]
BUSINESS COMBINATION AGREEMENT
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EXHIBIT [C]
RANGE AND MAXIMUM AMOUNTS PAYABLE BY BBG
| Clause SEA | Purchase price parts | Range and maximum amount for BBG | ||
| 1 | Deposit | 33.33% of the amount Apeiron has paid or has been required to pay but not more than USD 1.833.333 | ||
| 3 | Put | 33.33% of the amount Apeiron is required to pay in connection with the exercise of the put but not more than USD 3.000.000 in the aggregate, including BBG’s portion of the already paid deposit | ||
| 4 | Call | 33.33% of the amount Apeiron is required to pay in connection with the exercise of a call but not more than USD 5.166.667 in the aggregate, including BBG’s portion of the already paid deposit |
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