A Paradise Acquisition: Entry Into A Material Definitive Agreement, Completion Of Acquisition Or Disposition Of Assets, Notice Of Delisting Or Failure To Satisfy A Continued Listing Rule Or Standard; Transfer Of Listing, Unregistered Sales Of Equity Securities, Material Modification To Rights Of Security Holders, Changes In Registrant’s Certifying Accountant, Changes In Control Of Registrant, Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Amendments To The Articles Of Incorporation Or Bylaws, Amendments To The Registrant’s Code Of Ethics, Or Waiver Of A Provision Of The Code Of Ethics, Change In Shell Company Status, Regulation Fd Disclosure, Financial Statements And Exhibits

Item 1.01 Entry into a Material Definitive AgreementRegistration Rights AgreementOn 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 AgreementsOn 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 AmendmentOn 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 INFORMATIONItem 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 StatementsThis 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.BusinessThe 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 FactorsThe 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 InformationUnaudited Condensed Financial StatementsThe 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 InformationThe 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 OperationsA Paradise’s Management’s Discussion and Analysis of Financial Condition and Results of OperationsA 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 OperationsEnhanced’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.PropertiesThe 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 ManagementThe 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.Read More

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