A Paradise Acquisition Corp-A美股招股说明书(2026-04-10版)

The A Paradise Board has unanimously approved (1)prior to the consummation of the Mergers described in the proxy statement/prospectus, the Domestication;(2) following the Domestication, each of theMergers of (x)Merger Sub with and into Enhanced, with Enhanced surviving the First Merger as a wholly owned subsidiary of A Paradise and (y)immediately following the First Merger, Enhanced with and into AParadise, with A Paradise surviving the Second Merger, in each case, pursuant to the terms of the Business Combination Agreement, attached to this proxy statement/prospectus as Annex A and as more fully describedelsewhere in this proxy statement/prospectus; (3) the registration by the Registrar of Companies in the Cayman Islands of the Plan of Merger; and (4)the other transactions contemplated by the Business CombinationAgreement and documents related thereto. In connection with the Business Combination, A Paradise will change its name to “Enhanced Group Inc." As a result of and upon the effective time of the Domestication, among other things, (A)immediately before the effective time of the Domestication, each then-issued and outstanding A Paradise Class B ordinaryshare shall convert, on a one-for-one basis, into one A Paradise ClassA ordinary share, and (B) at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any AParadise shareholder as of and immediately prior to the time at which the Second Merger becomes effective, (1) each then-issued and outstanding A Paradise Class A ordinary share shall convert automatically, on a one-for-one basis, into a share of Enhanced Group ClassA common stock, (2) A Paradise shall authorize Enhanced Group Class B common stock, the terms of which shall, among other things, provide that each share ofEnhanced Group Class B common stock shall carry ten votes, (3) each then-issued and outstanding A Paradise Unit shall convert automatically into one Enhanced Group Unit representing one share of Enhanced GroupClass A common stock and an Enhanced Group Right (representing a right to receive one-eighth of one share of Enhanced Group Class A common stock), and (C) at the First Effective Time, each then-issued andoutstanding Enhanced Group Unit shall be separated into one share of Enhanced Group Class A common stock and one Enhanced Group Right, which shall convert into one-eighth of one share of Enhanced GroupClass A common stock. Accordingly, this proxy statement/prospectus covers (1)Enhanced Group ClassA common stock to be issued to the shareholders of A Paradise in the Mergers and (2) Enhanced Group ClassAcommon stock to be issued to the holders of A Paradise Units and A Paradise Rights in the Mergers. The stock consideration to be issued to holders of Enhanced common shares in the Mergers will consist of an aggregate number of shares of Enhanced Group Class A common stock equal to the quotient obtainedby dividing (a) the sum of (i) $1,200,000,000 plus (ii) the aggregate proceeds received at or prior to the Closing from the consummation of the Private Placement Investment, by (b) $10.00. As a result of and upon theClosing, among other things and as described further below, all outstanding Enhanced common shares as of immediately prior to the First Effective Time (other than treasury shares and dissenting shares but includingEnhanced common shares issuable in respect of the Private Placement Investment) will be cancelled in exchange for the right to receive shares of Enhanced Group Class A common stock based on the Exchange Ratio.In addition, at the First Effective Time, (i) each Enhanced Option outstanding as of immediately prior to the First Effective Time will be converted into an option to acquire shares of Enhanced Group Class A commonstock 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 will equal thenumber 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 will equal the prior exercise price divided by theExchange Ratio, rounded up to the nearest full cent; (ii) each Enhanced Top-Up Award outstanding as of immediately prior to the First Effective Time will be converted into the right to receive shares of EnhancedGroup Class A common stock 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 outstandingas of immediately prior to the First Effective Time will be converted into a warrant to acquire shares of Enhanced Group Class A common stock upon substantially the same terms and conditions as are in effect withrespect to such warrant immediately prior to the First Effective Time, including with respect to vesting, exercisability and termination-related provis