Announcement • May 09
Enhanced Ltd. completed the acquisition of A Paradise Acquisition Corp. (NasdaqGM:APAD) from group of shareholders in a reverse merger transaction.
Enhanced Ltd. entered into a definitive business combination agreement to acquire A Paradise Acquisition Corp. (NasdaqGM:APAD) from group of shareholders in a reverse merger transaction for $1.2 billion on November 26, 2025. Enhanced Ltd will merge with a wholly owned subsidiary of A Paradise, which will subsequently re-domesticate as a Texas corporation and be renamed Enhanced Group Inc., with shares listed on NASDAQ under the ticker symbol ENHA, pending regulatory approvals. The business combination values Enhanced at an enterprise value of $1.310 billion and is expected to provide up to $200 million in gross cash proceeds from A Paradise's trust, assuming no redemptions by its shareholders, who will retain approximately 81% economic ownership of the combined entity. Additionally, Enhanced recently closed a $40 million equity private placement via a Simple Structured Agreement for Future Equity (SAFE), which is convertible into shares post-merger and aims to support the inaugural 2026 Enhanced Games. Proceeds from the transactions will be allocated to key growth areas, including athlete recruitment, production of the Enhanced Games, medical support, telehealth products, and general administrative needs to facilitate the company's expansion plans.
The Board of Directors of Enhanced and A Paradise have both unanimously approved the business combination. The transaction is subject to customary closing conditions, including the approval of A Paradise shareholders, HSR act approval, listing of shares, acquirer shareholder approval, effectiveness of registration statement. The business combination is expected to close in the first quarter of 2026. As of April 13, 2026, Enhanced and A Paradise Acquisition have announced that the U.S. Securities and Exchange Commission ("SEC") has declared effective on April 10, 2026, the registration statement on Form S-4 (as amended, the "Registration Statement") in connection with the previously announced proposed business combination. A Paradise will hold an extraordinary general meeting of shareholders (the "General Meeting") on May 1, 2026 for its shareholders of record as of April 2, 2026 to approve the proposed Business Combination and other related matters. Enhanced Group Inc. Class A common stock is expected to trade on the New York Stock Exchange under the ticker symbol "ENHA" on the first trading day after the closing of the proposed business combination. Closing and delisting from the Nasdaq is expected on May 7, 2026 and hence first day of trading under ENHA on NYSE is expected to be May 8, 2026. On May 1, 2026, the transaction has been approved by the shareholders of A Paradise Acquisition Corp.
Berenberg Capital Markets LLC acted as financial advisor for Enhanced Ltd. Cohen & Company Capital Markets, LLC acted as financial advisor for A Paradise Acquisition Corp. Reed Smith LLP acted as legal advisor for Enhanced Ltd. Alan J. Fishman, Matthew B. Goodman, Evan S. Simpson of Sullivan & Cromwell LLP acted as legal advisor for Enhanced Ltd. Xiaoxi Lin and John T. Owen of Morrison & Foerster LLP acted as legal advisor for A Paradise Acquisition Corp. Roma Appraisals Limited acted as a fairness opinion provider for A Paradise Acquisition and received $20,000 as fee. Advantage Proxy, Inc. acted as a information agent to A Paradise Acquisition and received a advisor fee of $9500. Continental Stock Transfer & Trust Company acted as transfer agent to A Paradise Acquisition Corp. Computershare Trust Company, National Association acted as transfer agent to Enhanced Ltd.
Enhanced Ltd. completed the acquisition of A Paradise Acquisition Corp. (NasdaqGM:APAD) from group of shareholders in a reverse merger transaction on May 7, 2026.
