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~~Registration~~As ~~No.~~filed ~~333-[•]~~with the Securities and Exchange Commission on May 11, 2026.

Registration ~~UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D~~No.C. ~~20549~~333-

~~________________~~UNITED STATES

~~Form S-1~~SECURITIES AND EXCHANGE COMMISSION

~~REGISTRATION~~Washington, ~~STATEMENT~~D.C. ~~UNDERTHE SECURITIES ACT OF 1933~~20549

~~________________~~FORM S-1

AREGISTRATION ~~Paradise Acquisition Corp.~~STATEMENT

~~(Exact name of registrant as specified in its charter)~~UNDER

~~________________~~THE SECURITIES ACT OF 1933

British Virgin Islands		6770		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Enhanced Group Inc.

~~Claudius TsangChief Executive OfficerThe Sun’s Group Center,29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong Telephone: +852 9583 3199~~(~~Address,~~Exact ~~including~~Name ~~zip~~of ~~code,~~Registrant ~~and~~as ~~telephone~~Specified ~~number,~~in ~~including~~Its ~~area code, of registrant’s principal executive offices~~Charter)

________________


Texas	7990	42-2394886
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number) 169 Madison Ave, Suite 15101 New York, NY 10016 Telephone: N/A	(I.R.S. Employer Identification Number)

~~Cogency Global Inc.122 East 42nd Street,18th FloorNew York, NY 10168Telephone: +1~~ (~~212) 947-7200(Name~~Address, ~~address,~~ including zip code, and telephone number, including area code, of ~~agent~~Registrant’s ~~for~~principal ~~service~~executive offices)

________________

Copies to:

~~Xiaoxi~~Alan ~~Lin, Esq~~J.~~John~~ TFishmanMatthew B. ~~Owen,~~GoodmanEvan ~~Esq~~S.~~Morrison~~ SimpsonSullivan & ~~Foerster~~Cromwell ~~LLP250~~LLP125 WBroad ~~55th~~ StreetNew York, ~~New~~NY ~~York 10019Tel~~10004Tel: (212) ~~468~~558-~~8000 Cavas S. PavriJeffrey KennedyArentFox Schiff LLP1717 K Street NWWashington, DC 20006Tel: (202) 857-6000~~4000

~~________________~~Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.

~~Approximate~~If ~~date~~any of ~~commencement~~the ofsecurities ~~proposed~~being ~~sale~~registered on this Form are to ~~the~~be ~~public:~~offered Ason ~~soon~~a asdelayed ~~practicable~~or ~~after~~continuous basis pursuant to Rule 415 under the ~~effective~~Securities ~~date~~Act of ~~this~~1933, ~~registration~~check ~~statement.~~the box: ☒

If ~~any~~this ofForm ~~the~~is ~~securities~~filed ~~being~~to ~~registered~~register onadditional ~~this~~securities ~~Form~~for ~~are~~an offering pursuant to beRule ~~offered~~462(b) onunder athe ~~delayed~~Securities orAct, ~~continuous~~check ~~basis~~the ~~pursuant~~following tobox ~~Rule 415~~and ~~under~~list the Securities Act registration statement number of ~~1933~~ ~~check~~the earlier effective registration statement for the ~~following~~same ~~box. ☒~~offering: ☐

If this Form is ~~filed~~a topost-effective ~~register~~amendment ~~additional~~filed ~~securities for an offering~~ pursuant to Rule 462(bc) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. : ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(cd) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. : ☐

IfIndicate ~~this~~by ~~Form~~check mark whether the registrant is a ~~post-effective~~large ~~amendment~~accelerated ~~filed~~filer, ~~pursuant~~an toaccelerated ~~Rule 462(d) under~~filer, ~~the~~a ~~Securities~~non-accelerated ~~Act~~filer, ~~check~~smaller ~~the~~reporting ~~following~~company, ~~box~~or ~~and~~an ~~list~~emerging growth company. See the ~~Securities~~definitions ~~Act~~of ~~registration~~“large ~~statement~~accelerated ~~number~~filer”, of“accelerated ~~the~~filer”, ~~earlier~~“smaller ~~effective~~reporting ~~registration~~company”, ~~statement~~and ~~for~~“emerging growth company” in Rule 12b-2 of the ~~same~~Exchange ~~offering~~Act. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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 7(a)(2)(B) of the Securities Act. ☐

The ~~Registrant~~registrant hereby amends this ~~Registration~~registration ~~Statement~~statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act ~~of 1933~~, as amended, or until the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the ~~Securities and Exchange Commission~~SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The Selling Securityholders may not sell the securities described in this preliminary prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 11, 2026

Secondary Offering of

Up to 58,887,030 Shares of Class A Common Stock

Up to 2,000,080 Shares of Class A Common Stock Issuable Upon Exercise of SAFE Warrants

Up to 817,005 Shares of Class A Common Stock Issuable Upon Exercise of Consultant Warrants

This prospectus relates to the offer and sale from time to time by the Selling Securityholders, of up to an aggregate of 61,704,115 shares of Class A common stock, consisting of (i) 58,887,030 shares that were issued in connection with the Closing of the Business Combination, the average acquisition price of which ranged from $0.17 to $8.89, (ii) 2,000,080 shares of Class A common stock issuable upon the exercise of SAFE Warrants that were issued in connection with the Closing of the Business Combination, each of which is exercisable at a price of $10.00 per share, and (iii) 817,005 shares of Class A common stock issuable upon the exercise of Consultant Warrants, each of which is exercisable at a price of $9.32 per share. See the footnotes to the “Selling Securityholders” table for more details on acquisition price of the Class A common stock and exercise of the SAFE Warrants and Consultant Warrants.

On November 26, 2025 and as previously announced, Enhanced Group (f/k/a A Paradise) entered into a Business Combination Agreement with Merger Sub, and Enhanced. Also on November 26, 2025, Enhanced entered into the Private Placement Investment, pursuant to which it issued SAFEs to certain investors in an aggregate amount of approximately $40,000,000. In connection with, and immediately prior to, the Closing of the Business Combination, all outstanding SAFEs converted into Enhanced common shares based on a $1,200,000,000 post-money valuation cap and Enhanced’s fully diluted capitalization, which Enhanced common shares were exchanged for shares of Class A common stock. In addition, upon such conversion, the SAFE investors received SAFE Warrants equal to 50% of the number of shares of Class A common stock issued to them, exercisable at the applicable SAFE conversion price.

On May 6, 2026, as contemplated by the Business Combination Agreement, A Paradise filed an application to discontinue as a business company with the BVI Registrar of Corporate Affairs, together with the necessary accompanying documents, and filed a certificate of formation and a certificate of conversion of a foreign entity converting to a Texas filing entity with the Secretary of State of the State of Texas, under which A Paradise domesticated and continued as a Texas corporation. On May 7, 2026, as contemplated by the Business Combination Agreement, Merger Sub merged with and into Enhanced, with Enhanced surviving the merger as a wholly owned subsidiary of A Paradise, after which Enhanced merged with and into A Paradise, with the Company surviving the Second Merger. Upon consummation of the Business Combination, A Paradise changed its name to “Enhanced Group Inc.” On May 8, 2026, the Class A common stock began trading on the New York Stock Exchange under the symbol “ENHA.”

We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders pursuant to this prospectus. However, we may receive proceeds from the exercise of the SAFE Warrants and Consultant Warrants to the extent such warrants are exercised for cash, although we will not receive any proceeds from the resale of the shares issued upon any such exercise. We bore all costs, expenses and fees in connection with the registration of the shares of Class A common stock covered by this prospectus. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Class A common stock.

The registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares of Class A common stock covered by this prospectus in the section entitled “Plan of Distribution.”

This prospectus relates to the resale of up to 61,704,115 shares of Class A common stock, which represents approximately 50.48% of the 122,230,453 shares of Class A common stock outstanding immediately following Closing. As a result, the shares being registered for resale represent a substantial portion of the outstanding Class A common stock and a significant portion of the public float following Closing. The sale of all securities being offered in this prospectus may result in a significant decline in the public trading price of Class A common stock. Even if the trading price of the Class A common stock is at or below the price at which the Units were sold in A Paradise’s IPO, some of the Selling Securityholders may still have an incentive to sell because they could still profit on sales due to the lower price at which they purchased their shares compared to the A Paradise public shareholders. This discrepancy in purchase prices may have an impact on the market perception of the Class A common stock’s value and could increase the volatility of the market price of Class A common stock or result in a significant decline in the public trading price of Class A common stock. The registration of these shares for resale creates the possibility of a significant increase in the supply of Class A common stock in the market. The increased supply, coupled with the potential disparity in purchase prices, may lead to heightened selling pressure, which could negatively affect the public trading price of Class A common stock. See “Risk Factors—Risks Related to the Company’s Capital Structure and Governance—A significant number of shares of Class A common stock may be sold into the market in the near future, which could cause the market price of Class A common stock to decline significantly, even if our business is performing well.” Based on the closing price of the Class A common stock on NYSE on May 8, 2026 of $9.70, certain Selling Securityholders may experience a positive rate of return on sales of shares covered by this prospectus due to differences between such closing price and the prices at which they acquired, or may acquire, such shares. Based on such closing price, holders of shares of Class A common stock acquired at prices ranging from $0.17 to $8.89 per share may experience potential profits ranging from approximately $0.81 to $9.53 per share, while holders of shares received for no cash consideration may experience potential profits of up to $9.70 per share. By contrast, SAFE Shares and shares issuable upon exercise of SAFE Warrants, based on an applicable price or exercise price of $10.00 per share, would be out-of-the-money by approximately $0.30 per share at such closing price, while shares issuable upon exercise of Consultant Warrants, based on an exercise price of $9.32 per share, would be in-the-money by approximately $0.38 per share at such closing price, in each case before deducting any applicable selling expenses. Public investors who purchase Class A common stock may not be able to experience the same positive rates of return on securities they purchase due to the lower price at which certain Selling Securityholders acquired or purchased their securities.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

The sale of substantial amounts of Class A common stock being offered in this prospectus, or the perception that such sales could occur, could have the effect of increasing the volatility in the prevailing market price or putting significant downward pressure on the price of Class A common stock and harm the prevailing market price of Class A common stock. Notwithstanding any changes in the prevailing market price, certain Selling Securityholders may still experience a positive rate of return on their securities due to the lower effective purchase price at which they purchased such securities. See “Prospectus Summary” and “The Offering.”

Since the Sponsor, the Apeiron Holders and the directors and executive officers of A Paradise and Enhanced had interests that were different from, or in addition to, those of A Paradise shareholders, a conflict of interest may have existed in determining whether the Business Combination with Enhanced was appropriate as A Paradise’s initial business combination. You may not experience a similar rate of return should you invest in our securities, as the price at which you purchase our securities may differ from that of these Selling Securityholders.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

We are also a “controlled company” under the corporate governance rules of NYSE and, as such, we rely on exemptions from certain corporate governance requirements otherwise applicable to listed companies, including requirements relating to board independence and committee composition.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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~~The~~TABLE ~~information~~OF in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.CONTENTS

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED [•], 2025


About This Prospectus			ii
Glossary			iii
Trademarks			xv
Cautionary Statement Regarding Forward-looking Statements			xvi
Prospectus Summary			1
Risk Factors			7
Market Price and Dividend Information			38
Use of Proceeds			39
Determination of Offering Price			40
Unaudited Pro Forma Condensed Combined Financial Information			41
Business			53
A Paradise’s Management’s Discussion And Analysis Of Financial Condition And Results Of Operations			80
Management's Discussion and Analysis of Financial Condition and Results of Operations			90
Management			104
Executive Compensation			109
Director Compensation			113
Description of Securities			114
Securities Act Restrictions on Resale of Securities			119
Beneficial Ownership of Securities			121
Selling Securityholders			123
Certain Relationships and Related Party Transactions			127
Material United States Tax Consequences to Holders of Common Stock			130
Plan of Distribution			134
Experts			139
C hang e in Auditor			139
Validity of Securities			140
Where You Can Find More Information			140
Index to Consolidated Financial Statements			F-1

~~$200,000,000~~i

A Paradise Acquisition Corp.

20,000,000 Units

A Paradise Acquisition Corp. is a blank check company incorporated in the British Virgin Islands (or the “BVI”) as a BVI business company with limited liability and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one right as described in more detail in this prospectus. Each right entitles the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon consummation of our initial business combination, so you must hold rights in multiples of 8 in order to receive shares for all of your rights upon closing of a business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Islands law. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares (up to an aggregate of 15% of the shares sold in this offering for each shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), as described in more detail in this prospectus) that are sold as part of the units in this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. See “Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information.

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See “Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certain limitations on redemption rights.

Our sponsor, A SPAC IV (Holdings) Corp., and CCM, the representative of the underwriters, have committed to purchase an aggregate of 600,000 private placement units (or 660,000 private placement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit for an aggregate purchase price of $6,000,000 (or $6,600,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Of those 600,000 private placement units (or 660,000 private placement units if the underwriters’ over-allotment option is exercised in full), our sponsor has agreed to purchase 400,000 private placement units (or 430,000 private placement units if the underwriters’ over-allotment option is exercised in full) and CCM has agreed to purchase 200,000 private placement units (or 230,000 private placement units if the underwriters’ over-allotment option is exercised in full). The indirect purchase of private placement units by non-voting sponsors investors is not conditioned upon their purchase of units in the offering, or vice versa. Each private placement unit consists of one Class A ordinary share and one right to receive of one-eighth (1/8) of one Class A ordinary share upon the completion of our initial business

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~~combination.~~ABOUT ~~Such~~THIS rights will also be worthless if we do not complete a business combination. [•] institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which we refer to as the “non-voting sponsor investors” throughout this prospectus, have expressed an interest to indirectly purchase, through the purchase of non-voting interests in the sponsor, an aggregate of 600,000 private placement units at a price of $10.00 per unit ($6,000,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non-voting sponsor investor purchasing, through the sponsor, the private placement units allocated to it in connection with the closing of this offering, the sponsor will issue non-voting shares at a nominal purchase price to the non-voting sponsor investors reflecting interests in an aggregate of 7,666,667 founder shares held by the sponsor. The private placement units are identical to the units sold in this offering except that, (i) we may not redeem the ordinary shares underlying the units, and (ii) they (including the Class A ordinary shares issuable upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until the completion of our initial business combination, and are entitled to registration rights. See “Principal Shareholders — Transfer Restrictions on Founder Shares and Private Placement Units,” “The Offering — Transfer restrictions on private placement units” and “Principal Shareholders — Registration Rights” for additional information regarding differences between the private placement units and the units sold in this offering. The private placement units will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. We refer to these units throughout this prospectus as private placement units.PROSPECTUS

~~The~~This ~~non-voting~~prospectus ~~sponsor~~is ~~investors~~part ~~have~~of ~~expressed to us an interest in purchasing up to~~ a ~~maximum~~registration ofstatement anon ~~aggregate~~Form ofS-1 ~~approximately~~that ~~[•]~~we ~~million~~filed ofwith the ~~units~~SEC inusing ~~this offering at~~ the ~~offering~~“shelf” ~~price~~registration ~~(assuming~~process. ~~the~~Under ~~exercise~~this inshelf ~~full~~registration ofprocess, the ~~underwriters’~~Selling ~~over-allotment~~Securityholders ~~option)~~may, orfrom uptime to atime, ~~maximum~~sell ~~of [•]% of this offering. None of~~ the ~~non-voting~~securities ~~sponsor~~offered ~~investors~~by ~~has~~them ~~expressed~~described ~~to us an interest~~ in ~~purchasing more than 9.9% of the units to be sold in~~ this ~~offering~~prospectus. ~~There~~The ~~can~~securities becovered noby ~~assurance that the non-voting sponsor investors will acquire any units, either directly or indirectly, in~~ this ~~offering,~~prospectus orconsist asof toshares ~~the amount~~ of ~~the~~Class ~~units~~A ~~the~~common ~~non-voting~~stock ~~sponsor~~issued ~~investors will retain, if any, prior to or~~ upon ~~the~~ consummation of ~~our~~the ~~initial~~Business ~~business combination. Because these expressions of interest are not binding agreements or commitments to purchase~~Combination, ~~non-voting~~as ~~sponsor~~well ~~investors~~as ~~may~~shares ~~determine to purchase a fewer number~~ of ~~units~~Class inA ~~this~~common ~~offering,~~stock orissuable ~~none~~upon atexercise ~~all. Depending on how many units are purchased by the non-voting sponsor investors, the post-offering trading volume, volatility and liquidity~~ of ~~our~~SAFE ~~securities~~Warrants ~~may be reduced relative to what they would have been had the units been more widely offered~~ and ~~sold~~Consultant ~~to other public investors~~Warrants. We dowill not ~~expect~~receive any ~~purchase~~proceeds offrom ~~units by~~ the ~~non-voting~~sale ~~sponsor~~by ~~investors~~such toSelling ~~negatively~~Securityholders ~~impact our ability to meet Nasdaq listing eligibility requirements. In addition, the underwriters have full discretion to allocate the units to investors and may determine to sell a fewer number~~ of ~~units to~~ the ~~non-voting~~securities ~~sponsor~~offered ~~investors,~~by orthem ~~none~~described ~~at all, and the purchase of the non-voting interests is not contingent upon the participation~~ in this ~~offering or vice-versa~~prospectus. ~~The~~However, ~~underwriters~~we ~~will~~may receive ~~the~~proceeds ~~same~~from ~~upfront discounts and commissions and deferred underwriting commissions on units purchased by~~ the ~~non-voting~~exercise ~~sponsor investors, if any, as it will on the other units sold to the public in this offering. In addition, none~~ of the ~~non-voting~~SAFE ~~sponsor~~Warrants ~~investors~~and ~~has~~Consultant ~~any~~Warrants ~~obligation~~ to ~~vote~~the ~~any~~extent ofsuch ~~their~~warrants ~~public~~are ~~shares~~exercised infor ~~favor of our initial business combination. Nevertheless~~cash, ~~the~~although ~~non-voting~~we ~~sponsor investors~~ will benot ~~incentivized~~receive ~~to vote~~ any ofproceeds ~~their~~from ~~public~~the ~~shares~~resale ~~in favor~~ of ~~a business combination due to their indirect ownership through~~ the ~~sponsor of [•] founder~~ shares ~~and~~issued ~~[•]~~upon ~~private~~any ~~placement~~such ~~units~~exercise. ~~For a discussion of certain additional arrangements with the non-voting sponsor investors, see “Summary — The Offering — Expressions of Interest.”~~

~~Prior~~Neither towe ~~this~~nor ~~offering,~~the ~~our~~Selling ~~sponsor~~Securityholders ~~purchased~~have anauthorized ~~aggregate~~anyone ~~of 7,666,667 Class B ordinary shares for an aggregate of $25,000, up~~ to ~~1,000,000~~provide ofyou ~~which~~with ~~will~~any beinformation ~~surrendered~~or to usmake ~~for~~any norepresentations ~~consideration~~other ~~after~~than ~~the~~those ~~closing~~contained ofin this ~~offering~~prospectus, ~~depending~~any onapplicable ~~the~~prospectus ~~extent to which the underwriters’ over-allotment option is exercised~~supplement, ~~which~~or ~~will~~any ~~automatically~~free ~~convert~~writing ~~into~~prospectuses ~~Class A~~prepared ~~ordinary~~by ~~shares concurrently with~~ or ~~immediately~~on ~~following~~behalf ~~the consummation~~ of ~~our~~us ~~initial business combination,~~ or ~~earlier at the option of the holders thereof on a one-for-one basis, subject~~ to ~~the~~which ~~adjustments~~we ~~described~~have ~~herein~~referred you. ~~Because~~Neither ~~our~~we ~~sponsor~~nor ~~acquired~~ the ~~Class B~~Selling ~~ordinary~~Securityholders ~~shares~~take atresponsibility ~~a nominal price~~for, ~~our public shareholders will incur an immediate~~ and ~~substantial~~can ~~dilution~~provide ~~upon~~no ~~the~~assurance ~~closing~~as ~~of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution~~ to ~~our public shareholders due to~~ the ~~anti-dilution~~reliability ~~rights~~ of, ~~our~~any ~~Class B~~other ~~ordinary~~information ~~shares~~ that others may ~~result~~give ~~in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion~~you. ~~Prior~~Neither towe nor the ~~closing~~Selling ofSecurityholders ~~our initial business combination, only holders of our Class B ordinary shares (i)~~ will ~~have~~make ~~the~~an ~~right~~offer to ~~vote~~sell tothese ~~appoint~~securities ~~and remove directors prior to or~~ in ~~connection~~any ~~with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a~~ jurisdiction ~~outside~~where the ~~British~~offer ~~Virgin Islands (including any resolution required to amend our constitutional documents~~ or tosale ~~adopt~~is ~~new~~not ~~constitutional documents, in each case, as a result of our approving a~~ permitted.

We may also provide a prospectus supplement or post-effective amendment to this registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.” You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits or will be incorporated by reference to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

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transfer by way of continuation in a jurisdiction outside the British Virgin Islands. On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Upon consummation of this offering or thereafter, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Additionally, our insiders, officers, advisors and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying and investigation potential target businesses, performing business due diligence on suitable target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us provided, however, to the extent such expenses exceed the available proceeds not deposited in the trust account such expenses would not be reimbursed by us unless we consummate an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See “Summary — Sponsor Information”, “Summary — The Offering — Founder Shares”, “Summary — The Offering — Transfer Restrictions on Founder Shares”, and “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights” and “Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” for further discussion on our sponsor’s and our affiliates’ securities and compensation.GLOSSARY

AsUnless ~~more~~otherwise ~~fully~~stated ~~discussed~~ in ~~“Management — Conflicts~~this ofprospectus ~~Interest,”~~or ~~each of our officers and directors presently has, and any of them in~~ the ~~future~~context ~~may~~otherwise ~~have additional~~requires, ~~fiduciary,~~references ~~contractual or other obligations or duties~~ to ~~one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.~~:

~~Our~~•“Abu ~~sponsor,~~Dhabi ~~its~~Department ~~affiliates, or promoters, non-voting sponsor investors and members~~ of ~~our~~Health” ~~management team will directly~~ or ~~indirectly~~“Abu ~~own~~Dhabi ~~founder~~DOH” shares, ordinary shares, units or other instruments, such as rights and shares underlying our private placement units, following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are ~~unable~~ to ~~complete our initial business combination within~~ the ~~completion~~Department ~~window, or by such earlier liquidation date as our board~~ of ~~directors~~Health may approve, the founder shares, the private placement shares and the private placement rights may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of ~~our~~Abu officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of our sponsor. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled “Summary — Sponsor Information”, “Summary — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, any other holder of our founder shares, including any non-voting sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.” and “Management — Conflicts of Interest” for more information.Dhabi;

•“Agreement End Date” are to May 15, 2026 (subject to further extension as described in the Business Combination Agreement);

•“Allocation Statement” are to that certain spreadsheet setting forth the allocation of (a) Stock Consideration to which holders of Enhanced common shares will be entitled as of the Closing, (b) the Class B Holders to receive the Domesticated Class B common stock and the proposed allocation thereof to each such Class B Holder and (c) the entitlements of the holders of warrants to purchase Enhanced Capital Stock;

•“APAD BVI Charter” are to A Paradise’s Amended and Restated Memorandum and Articles of Association, as amended or restated on July 30, 2025, governing A Paradise while incorporated as a BVI business company;

•“Apeiron” are to Apeiron Investment Group Limited;

•“Apeiron Holders” are to Apeiron, Apeiron Incubation Limited and their respective affiliates, including Apeiron US Co-Invest II LP, Apeiron-Enhanced LP and PDC Investments LP;

•“A Paradise” or “APAD” are to A Paradise Acquisition Corp., a BVI business company, prior to its domestication as a corporation in the State of Texas;

•“A Paradise Class A ordinary shares” are to the Class A ordinary shares, no par value, of A Paradise, immediately prior to the Effective Time of the Domestication, and the Class A ordinary shares, no par value, of A Paradise, issued upon the one-for-one conversion of an A Paradise Class B ordinary share immediately prior to the Effective Time of the Domestication, in accordance with applicable law and the Business Combination Agreement, as applicable;

•“A Paradise Class B ordinary shares” are to the Class B ordinary shares, no par value, of A Paradise;

•“A Paradise Holder Support Agreement” are to that certain Acquiror Holder Support Agreement, dated November 26, 2025, by and among the Sponsor, A Paradise, Enhanced and Apeiron;

•“A Paradise ordinary shares” are to A Paradise Class A ordinary shares and A Paradise Class B ordinary shares, in each case prior to the Domestication;

•“A Paradise private units” are to any of the 600,000 A Paradise private units sold at a price of $10.00 per unit to the Sponsor and certain of A Paradise directors and executive officers in a private placement consummated by A Paradise simultaneously with the closing of A Paradise’s initial public offering, which remain outstanding as of the date of this prospectus, each consisting of one A Paradise Class A ordinary share and one-eighth of one A Paradise right (less the number of units that have been separated into the underlying A Paradise Class A ordinary shares and underlying rights);

•“A Paradise public shareholders” and “public shareholders” are to holders of public shares, whether acquired in A Paradise’s initial public offering or acquired in the secondary market;

•“A Paradise Rights” are to the issued and outstanding rights of A Paradise, each such right initially convertible into one-eighth (1/8) of one A Paradise Class A ordinary share upon Closing;

•“ASC” are to the Financial Accounting Standards Board Accounting Standards Codification;

•“ASU” are to the Financial Accounting Standards Board’s Accounting Standards Update;

•“BBG” are to BBG Beteiligungen GmbH, an affiliate of Enhanced’s financial advisor;

iii

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We•“BDO” ~~have~~are ~~until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve,~~ to ~~consummate~~BDO ~~our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period~~USA, ~~we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination~~P. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described hereinC. ~~If we are unable to complete our initial business combination within 24 months from the closing of this offering~~, orEnhanced byGroup’s ~~such~~independent ~~earlier~~registered ~~liquidation date as our board of directors may approve, we will redeem 100% of the~~ public ~~shares~~accounting atfirm ~~a per share price, payable in cash, equal~~ to ~~the~~audit ~~aggregate~~Enhanced ~~amount~~Group’s ~~then~~consolidated onfinancial ~~deposit~~statements infor the ~~trust~~year ~~account,~~ending ~~including~~December ~~interest earned thereon (less taxes payable and up to $100~~31,~~000~~ ~~of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein.~~2026;

~~Currently, there is no public market for our units, Class A ordinary shares or rights. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol~~ •“~~APADU,~~Beluga” onare ~~or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and rights comprising the units~~ to ~~begin~~Beluga ~~separate trading on the 52nd day following the date of this prospectus unless Cohen and Company Capital Markets~~Health, ~~a division of J~~P.V.B. Financial Group, LLC (“CCM”), the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ~~ordinary shares and rights will be listed on Nasdaq under the symbols “APAD” and “APADR”, respectively~~.;

As a British Virgin Islands company with no material operations of our own, we conduct our operations through our principal executive office in Hong Kong and our sponsor and its affiliate(s) as well as our Chief Executive Officer, Chief Financial Officer and Chairman, Mr. Claudius Tsang are located in or have significant ties to the People’s Republic of China, Macau and/or Hong Kong (collectively, the •“~~PRC”~~Bribery ~~or “China~~Act”). We are a blank check company incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Because we are based in Hong Kong, we face various legal and operational risks and uncertainties associated with doing business in China that are described in further detail below. In addition, although we do not have any specific business combination under consideration and we have not, directly or indirectly, had any substantive discussions with respect to ~~such a transaction, we may pursue or consummate an initial business combination with a company located or doing business in~~ the ~~PRC~~U. If our target company is a PRC company, the combined company may face various legal and operational risks and uncertainties after the business combination, including, without limitation, regulatory review of overseas listing of PRC companies, restrictions on foreign ownership in certain industries, regulatory changes in the variable interest entity (the “VIE”) structure, including the validity and enforcement of the agreements in connection with such a VIE structure, if our target company is required to use such VIE structureK. WeBribery ~~are~~Act also subject to the risks of uncertainty about any future actions of the PRC government in this regard, or if our PRC target company fails to comply with their rules and regulations. Further, if the PRC target company uses a VIE structure, we will be subject to certain legal and operational risks associated with VIE’s operations in the PRC. Specifically, if the Chinese regulatory authorities disallows the VIE structure in the future, it will likely result in a material change in our financial performance and our results of operations and/or the value of our securities post business combination with a PRC target, which could cause the value of our securities to significantly decline or become worthless.2010;

~~PRC~~•“Business ~~laws~~Combination” ~~and regulations~~ are ~~sometimes~~to ~~vague and uncertain, and therefore, these risks may result in a material change in our operations or~~ the ~~combined~~Domestication company’s principal operations in China, significant depreciation of the value of our or the combined company’s securities, or a complete hindrance of our or the combined company’s ability to offer securities to investors and ~~cause~~ the value of such securities to significantly decline or be worthless. The PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. The PRC government has published policies that significantly affected certain industries such as the education and internet industries, and Mergers;

•“Business Combination Agreement” are to the Agreement and Plan of Merger, dated as of November 26, 2025, by and among A Paradise, Merger Sub and Enhanced, a copy of which is filed as Exhibit 2.1 to the registration statement of which this prospectus forms a part, as such agreement may be amended from time to time;

•“BVI” or “British Virgin Islands” are to the British Virgin Islands;

•“BVI Business Companies Act” are to the BVI Business Companies Act 2004 (as amended);

•“Bylaws” are to the bylaws of Enhanced Group upon the effective date of the Business Combination, a copy of which is filed as Exhibit 3.5 to the registration statement of which this prospectus forms a part, as such agreement may be amended from time to time;

•“CAGR” are to the compound annual growth rate;

•“Cayman Companies Act” are to the Companies Act of the Cayman Islands, as revised;

•“CCM” are to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC;

•“CEO” are to the Chief Executive Officer;

•“Certificate of Conversion” are to the certificate of conversion of A Paradise from a blank check company incorporated in the BVI as a business company with limited liability to a corporation incorporated in the state of Texas, a copy of which is filed as Exhibit 3.4 to the registration statement of which this prospectus forms a part, as such agreement may be amended from time to time;

•“Certificate of Formation” are to the certificate of formation of Enhanced Group upon the effective date of the Business Combination, a copy of which is filed as Exhibit 3.3 to the registration statement of which this prospectus forms a part, as such agreement may be amended from time to time;

•“CFIUS” are to the Committee on Foreign Investment in the United States;

•“CFO” are to the Chief Financial Officer;

•“Class A common stock” are to the Class A common stock, par value $0.0001 per share, of Enhanced Group, including shares of Class A common stock issuable upon exercise of SAFE Warrants or Consultant Warrants, as applicable;

•“Class B common stock” are to the Class B common stock, par value $0.0001 per share, of Enhanced Group, which are entitled to ten votes per share but do not carry economic rights;

•“Class B Holders” are to, collectively, the Co-Founder Holders and those Persons designated by Apeiron in its sole discretion;

•“Clinical Research Study” are to the clinical research study sponsored by Enhanced and approved by the Abu Dhabi Department of Health IRB;

•“Closing” are to the closing and the consummation of the Business Combination;

•“Closing Date” are to May 7, 2026, the date on which the Closing actually occurred;

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we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect us or our potential business combination with a PRC operating business and the business, financial condition, and results of operations of the combined company. The PRC government also initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on the target company’s daily business operation or the ability to accept foreign investments and list on an U.S. or other foreign exchange. For example, according to the New Measures for Cybersecurity Review (the •“~~New Measures~~Code”) ~~effective~~are ~~on February 15, 2022, network platform operators with personal information of more than one million users must apply for cybersecurity review~~ to the ~~Cyber Security Review Office when they go public abroad, and accordingly these companies may not be willing to list on a~~ U.S. ~~stock~~ ~~exchange~~Internal orRevenue ~~enter~~Code ~~into a definitive business combination agreement with us. We face risks associated with regulatory approvals~~ of ~~the proposed business combination between us and the target~~1986, ~~offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The PRC government may also intervene with or influence our or the combined company’s operations~~ as ~~the~~amended; government deems appropriate to further regulatory, political and societal goals. Any such action, once taken by the PRC government, could result in a material change in our operations, including our search for a target business, and make it more difficult and costly for us to consummate a business combination with a target business operating in China, result in material changes in the combined company’s post-combination operations and cause the value of our securities or those of the combined company’s securities to significantly decline, or in extreme cases, become worthless or completely hinder our ability or the ability of the combined company to offer or continue to offer securities to investors. For a detailed description of risks associated with acquiring a company that does business in China, see “Risk Factors — Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China” on page 102.

If•“Code ~~we consummate our initial business combination with a PRC target company, we may operate in the PRC primarily through our PRC subsidiaries. We may also adopt a series~~ of ~~contractual~~Conduct” arrangements with the VIEs in the PRC, in which case (i) the VIEs will be PRC based operations companies and our PRC subsidiaries will be shell companies and (ii) investors in our securities will not and may never directly own equity interest in the VIEs but will instead hold equity interest in a holding company of our PRC subsidiaries. Under the VIE arrangement, the dividends or other distributions to be paid by our PRC subsidiaries to their overseas holding company will depend on such PRC subsidiaries’ entitlement to substantially all of the economic benefits of the VIEs, which are ~~typically in the form of services fees or license fees payable by the VIEs~~ to ~~our PRC subsidiaries under various VIE agreements. Such contractual arrangements may not be as effective as direct ownership in respect of our relationship with~~ the ~~VIE~~written ~~and~~code ~~we may be adversely affected if we experience difficulties in settling the amounts owed to our PRC subsidiaries by the VIEs. All~~ of ~~these~~business ~~contractual~~conduct ~~arrangements may be governed by~~ and ~~interpreted~~ethics inEnhanced ~~accordance~~Group ~~with~~adopted ~~PRC law, and disputes arising from these contractual arrangements may be resolved~~ in ~~court~~connection or through arbitration in China. However, the legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce the contractual arrangements. As at the date of this prospectus, there are very few precedents and little official guidance as to how contractual arrangements should be interpreted or enforced under PRC law. The contractual arrangements have not been tested in a court of law in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration or court decisions should legal action become necessary. See “Risk Factors — Risks Associated with ~~Acquiring and Operating a Target Business with its Primary Operation in China — If~~ the PRC government deems that the contractual arrangements in relation to the potential PRC target company, and the VIE, do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” on page 102 for further information.Closing;

We•“Combination ~~have~~Period” noare ~~operations of our own. To date, we have not pursued an initial business combination and there have not been any capital contributions or shareholder loans by us~~ to ~~any~~the ~~PRC~~24-month ~~entities,~~period weafter dothe ~~not~~closing ~~yet~~date ~~have~~of ~~any~~A ~~subsidiaries,~~Paradise’s ~~and~~IPO wewithin ~~have~~which ~~not~~A ~~received,~~Paradise ~~declared~~must orcomplete ~~made~~a ~~any dividends or distributions. Although we do not have any specific~~ business combination ~~under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with~~ ;

•“Committee” are to the Compensation Committee of the Enhanced Group Board;

•“Company,” “we,” “us” and “our” prior to the consummation of the Business Combination, are to Enhanced and its consolidated subsidiaries, except where the context requires reference to the legal registrant, in which case such references refer to A Paradise Acquisition Corp., and, following the consummation of the Business Combination, to Enhanced Group Inc. and its consolidated subsidiaries;

•“Consultant Warrants” are to warrants to acquire shares of Class A common stock, issued in replacement for the Enhanced Consultant Warrants outstanding immediately prior to the First Effective Time, upon substantially the same terms and conditions as are in effect with respect to such warrant immediately prior to the First Effective Time, including with respect to vesting, exercisability and termination-related provisions;

•“Continental” are to Continental Stock Transfer & Trust Company, A Paradise’s transfer agent;

•“Co-Founder Holders” are to Apeiron, Maximilian Martin, and those other persons designated by Apeiron in its sole discretion that shall be issued Class B common stock as specified in the Allocation Statement;

•“CRO” are to IROS, the contract research organization;

•“Data and Safety Monitoring Board” or “DSMB” is to a group of independent physicians and scientists who are appointed to monitor the safety and scientific integrity of the Clinical Research Study. The DSMB periodically reviews and evaluates the accumulated study data and makes recommendations concerning the continuation, modification or termination of the study. The DSMB has the authority to recommend modification to dosing or suspension of study screening due to safety concerns at any time during the study. If a pausing or stopping rule is met, the DSMB will review the data and make a decision on whether to resume study screening. Additionally, the DSMB may request additional participant level data if specific safety concerns arise;

•“Deposit” are to the amount equal to $5,500,000, which Apeiron will pay upon the signing of the Sponsor Equity Agreement;

•“DEA” are to the U.S. Drug Enforcement Administration;

•“Dilutive Interests” are to, collectively, (1) up to 10,656,222 shares of Class A common stock issuable in respect of the exercise of the Enhanced Group Options, (2) up to 526,731 shares of Class A common stock issued in respect of Enhanced Group Top-Up Awards (estimated based on the SAFE Price), (3) 2,000,080 shares of Class A common stock issuable in respect of the exercise of the SAFE Warrants and (4) up to 817,005 shares of Class A common stock issuable in respect of the exercise of Consultant Warrants;

•“Domestication” are to the continuation out of the BVI under Section 184 of the BVI Business Companies Act and a conversion under Section 10.101 of the TBOC, pursuant to which A Paradise’s jurisdiction of incorporation will be changed from the BVI to the State of Texas;

•“DTC” are to The Depository Trust Company;

•“EDE” are to the Emirates Drug Establishment of the U.A.E.;

•“EMA” are to the European Medicines Agency;

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~~respect~~•“Employee toShare ~~such~~Purchase ~~a transaction~~Plan”, ~~our~~“Enhanced ~~initial~~Group ~~business~~Employee ~~combination~~Share ~~target~~Purchase ~~company may include a company based in the PRC. If our organizational structure expands~~Plan”, or if“ESPP” weare ~~decide~~ to ~~consummate~~the ~~our~~Enhanced ~~initial~~Group ~~business~~Employee ~~combination~~Share ~~with~~Purchase Plan, a ~~target~~copy ~~business~~of ~~based~~which inis ~~and~~filed ~~primarily~~as ~~operating~~Exhibit in10.6 ~~the~~to ~~PRC,~~ the ~~combined~~registration ~~company,~~statement ~~whose~~of ~~securities~~which ~~will~~this beprospectus ~~listed~~forms on a ~~U.S. stock exchange~~part, ~~may~~as ~~make~~such ~~capital~~agreement ~~contributions~~may orbe ~~extend~~amended ~~loans~~from totime ~~its PRC subsidiaries through intermediate holding companies subject~~ to ~~compliance with relevant PRC foreign exchange control regulations.~~time;

~~Our~~•“Enhanced” ~~company’s~~are ~~ability~~ to ~~pay dividends~~, ifunless ~~any,~~otherwise tospecified the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or ~~otherwise transferring any of their net assets to offshore entities. In particular, under~~ the ~~current~~context ~~PRC~~otherwise ~~laws and regulations~~requires, ~~dividends~~Enhanced ~~may~~Ltd be(prior ~~paid~~to ~~only out of distributable profits. Distributable profits are~~ the ~~net~~Business ~~profit~~Combination) ~~as determined under Chinese accounting standards~~ and/or ~~regulations~~its subsidiaries, ~~less~~or any ~~recovery~~ of ~~accumulated losses and appropriations to statutory and other reserves required to be made.~~them;

~~Current~~•“Enhanced ~~PRC~~Athletes” ~~regulations~~are ~~permit a potential PRC target company’s indirect PRC subsidiaries~~ to ~~pay~~athletes ~~dividends~~under tocontract anwith ~~overseas~~Enhanced ~~subsidiary~~who, ~~for~~either ~~example,~~in atraining ~~subsidiary~~or ~~located~~ in ~~Hong Kong~~competition, ~~only~~take ~~out~~Performance-Enhancing ofSubstances ~~their~~which ~~accumulated~~are ~~profits,~~included ~~if any, determined~~ in ~~accordance~~the ~~with~~WADA ~~Chinese~~‘List ~~accounting~~of ~~standards~~prohibited Substances and ~~regulations.~~Methods’;

In•“Enhanced ~~addition,~~Board” ~~each~~are ~~of the target’s subsidiaries in China is required~~ to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. As a result, PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company. Furthermore, each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. ~~Although~~of ~~the~~Enhanced ~~statutory~~prior ~~reserves can be used, among other ways,~~ to ~~increase~~ the ~~registered~~Business ~~capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.~~Combination;

~~The~~•“Enhanced ~~PRC~~Capital ~~government also imposes controls on the conversion of the Renminbi (“RMB~~Stock”), ~~the~~are ~~legal~~to ~~currency of~~ the ~~PRC,~~Enhanced ~~into~~common ~~foreign~~shares ~~currencies~~ and the ~~remittance~~Enhanced ofpreferred currencies out of the PRC. Our initial business combination target may be a PRC company with substantially all of its revenues in RMB. Shortages in the availability of foreign currency may restrict the ability of the PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands post business combination, we may not be able to pay dividends in foreign currencies to our security-holders. Furthermore, if our or our target’s subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.shares;

~~Cash~~•“Enhanced ~~dividends,~~common ~~if any, on our ordinary~~ shares” ~~will be paid in U.S. dollars. If we~~ are ~~considered a PRC tax resident enterprise for tax purposes, any dividends we pay~~ to ~~our~~Enhanced ~~overseas~~common ~~shareholders may be regarded as China-sourced income and~~shares, aspar avalue ~~result, may be subject to PRC withholding tax at a rate of up to 10.~~$0%.00001 per share;

~~The~~•“Enhanced ~~PRC~~Consultant ~~government~~Warrants” ~~may~~are ~~take measures at its discretion from time~~ to ~~time~~warrants to ~~restrict~~purchase ~~access~~Enhanced tocommon foreign currencies for current account or capital account transactions. If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign currency demandsshares, ~~the~~issued ~~PRC subsidiaries of the combined company may not be able~~ to ~~pay~~certain ~~dividends~~consultants orengaged ~~repay~~by ~~loans~~Enhanced inprior ~~foreign currencies~~ to ~~their offshore intermediary holding companies and ultimately to~~ the combined company. We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the PRC. See “Risk Factors — Risks Associated with Acquiring and Operating a Target Business ~~with its Primary Operation in China,” “Cash-Flow Structure of a Company Based in China poses additional risks~~ Combination;

•“Enhanced Games” are to a multisport event that combines athletic competition with media content to engage global audiences;

•“Enhanced Group” are to Enhanced Group Inc., the successor public company following the completion of the Business Combination between A Paradise and Enhanced;

•“Enhanced Group Board” are to the board of directors of Enhanced Group following the Business Combination;

•“Enhanced Group capital stock” are to the shares of Enhanced Group common stock and Enhanced Group preferred stock;

•“Enhanced Group common stock” are to shares of Class A common stock and Class B common stock;

•“Enhanced Group Options” are to options to acquire shares of Class A common stock, issued in replacement for the Enhanced Options outstanding immediately prior to the First Effective Time, upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the First Effective Time, including with respect to vesting, exercisability and termination-related provisions;

•“Enhanced Group preferred stock” are to the preferred shares, par value $0.0001 per share, of Enhanced Group;

•“Enhanced Group Rights” are to the rights of Enhanced Group, with each right representing a right to receive one-eighth of one share of Enhanced Group Class A common stock;

•“Enhanced Group securities” are to, together, Class A common stock and Enhanced Group Rights;

•“Enhanced Group Top-Up Awards” are to rights to receive shares of Class A common stock, issued in replacement for the Enhanced Top-Up Awards outstanding immediately prior to the First Effective Time, upon substantially the same terms and conditions as were applicable to such award immediately prior to the First Effective Time;

•“Enhanced Holder Support Agreement” are to that certain Company Holder Support Agreement, dated November 26, 2025, entered into by and among A Paradise, Enhanced and the Major Enhanced Shareholders, a copy of which is filed as Exhibit 10.16 to the registration statement of which this prospectus forms a part;

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~~including,~~•“Enhanced ~~but not limited to, restrictions on foreign exchange and restrictions on our ability to transfer cash between entities, across borders, and to U.S. investors~~Options” ~~and~~are ~~“Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering~~ to ~~acquire~~options ~~a target company in the PRC and limit our ability~~ to ~~utilize~~purchase ~~our~~Enhanced ~~cash~~common flow effectively following our initial business combination” However, the funds held in our trust account are not held in China, they are held in U.S. dollars in the United States with Lucky Lucko, Inc. d/b/a Efficiency (“Efficiency”) and therefore shareholder redemption rights would not be impacted.shares;

~~Currently,~~•“Enhanced wepreferred shares” are a single entity and do not make any internal cash transfers. However, if our organizational structure expands, or if we acquire a PRC target company which does not require a VIE structure, we may transfer funds to the ~~PRC~~Series ~~target~~A-1 ~~company~~preferred through an increase in the registered capital of or a shareholder loan to the PRC target company. The PRC target company may in turn make distributions or pay dividends to us. If we acquire a PRC target company which requires a VIE structureshares, ~~the~~Series ~~post~~A-~~combination~~2 ~~entity~~preferred ~~may~~shares ~~rely on payments made from the VIE to a wholly foreign-owned enterprise (the “WFOE”)~~ and ~~subsequently~~Series ~~the~~B ~~WFOE~~preferred ~~distributes~~shares ~~funds to the post-combination entity as dividends, and cash to the PRC target company could be transferred through our organization~~ in ~~the manner as follows: (i) the holding company may transfer funds to WFOE~~Enhanced, via additional capital contributions or shareholder loans, as the case may be; and (ii) the WFOE may provide loans to the PRC target company, subject to statutory limits and restrictions. If our organizational structure expands, or if we acquire a company based in ~~China,~~addition to ~~the extent that we or the combined company in the future seeks to fund the business through distributions, dividends, or transfers of funds among and between the holding company and subsidiaries,~~ any ~~such~~series ~~transfer~~ of ~~funds~~preferred ~~within~~shares ~~and~~issued ~~among the subsidiaries will be subject to PRC regulations. Specifically, investment~~ in ~~Chinese~~connection ~~companies~~with ~~is governed by~~ the PRC Foreign Investment Law, the dividends and distributions from a PRC subsidiary are subject to regulations and restrictions on dividends and payments to parties outside of China, and any transfer of funds among the PRC subsidiaries is subject to regulations on private lending and must be permitted thereunder. Additionally, the PRC government may impose controls on the conversion of ~~Renminbi into foreign currencies and~~ the remittance of currencies out of the PRC. In order for the combined company to pay dividends to its stockholders, the combined company will rely on payments made from the PRC subsidiaries of the combined company and the distribution of such payments to the combined company as dividends from the PRC subsidiaries of the combined company. The dividends and distributions from a PRC subsidiary will be subject to regulations and restrictions on dividends and payments to parties outside of China and the combined company may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its subsidiaries, if any. See “Risk Factors — Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China — Governmental control of currency conversion may affect the value of your investment” on page 119. Regardless of whether we have a VIE structure or direct ownership structure post-business combination, we may depend on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. Although statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. In addition, if our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.SAFEs;

As•“Enhanced atProducts” ~~the~~are ~~date of this prospectus, we have not made any dividends or distributions~~ to ~~our shareholders or any U.S. investors and we have not made any cash transfers as we are a blank check company with no subsidiary. For a detailed description of risks associated with~~ the ~~cash~~products ~~transfers, see “Potential Legal~~ and ~~Operational~~services ~~Risks Associated with Acquiring a Company~~ that ~~does~~Enhanced ~~Business~~intends into ~~China”~~offer onthrough ~~page~~its ~~148~~Live ~~and~~Enhanced ~~“Risk~~platform, ~~Factors — Risks Associated with Acquiring and Operating~~ a ~~Target Business with its Primary Operation in China” under the subheadings “Cash~~subscription-~~Flow~~based ~~Structure of a Company Based in China poses additional risks including, but not limited~~ direct-to,-consumer ~~restrictions~~offering ondesigned ~~foreign exchange and restrictions on our ability~~ to ~~transfer~~provide ~~cash~~clinician-guided ~~between entities~~protocols, ~~across~~including ~~borders,~~(i) ~~and~~prescription-based totelehealth ~~U.S. investors”~~services on(subject ~~page 104 and “Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering~~ to ~~acquire~~patient aeligibility) ~~target company in the PRC~~ and ~~limit~~(ii) ~~our~~a ~~ability~~portfolio toof ~~utilize~~OTC ~~our~~supplement ~~cash flow effectively following our initial business combination” on page 105.~~blends;

~~Due~~•“Enhanced toTop-Up ~~(i) the~~Awards” ~~risks of doing business in the PRC, and (ii) our sponsor and its affiliate(s) as well as our Chief Executive Officer, Chief Financial Officer and Chairman, Mr. Claudius Tsang~~ are ~~located in or have significant ties~~ to ~~PRC,~~awards wewith ~~may be~~ a ~~less~~set ~~attractive~~dollar ~~partner~~value, to ~~non-PRC~~be ~~based~~settled ~~target~~in ~~companies~~Enhanced ascommon ~~compared to a non-PRC based special purpose acquisition company which may therefore make it harder for us to complete an initial business~~ shares;

•“EU/EEA” are to, together, the European Union and the European Economic Area;

•“Events” are to, collectively, any event, state of facts, development, circumstance, occurrence or effect, each of them an “Event”;

•“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•“Exchange Ratio” are to the quotient obtained by dividing (a) the Stock Consideration by (b) the number of Aggregate Fully Diluted Enhanced common shares;

•“extraordinary general meeting” are to the extraordinary general meeting of A Paradise in connection with the Business Combination;

•“FASB” are to the Financial Accounting Standards Board;

•“Foreign Account Tax Compliance Act” or “FATCA” are to Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder;

•“FCC” are to the U.S. Federal Communications Commission;

•“FCPA” are to the United States Foreign Corrupt Practices Act of 1977, as amended;

•“FDA” are to the United States Food and Drug Administration;

•“FIFA” are to the Fédération Internationale de Football Association;

•“FINRA” are to the United States Financial Industry Regulatory Authority;

•“First Effective Time” are to the time when the First Plan of Merger (as defined in the Business Combination Agreement) is registered by the Cayman Islands Registrar of Companies, or at such later time (being not later than the 90th day after the date on which the First Plan of Merger is so registered) as may be agreed by A Paradise and Enhanced in writing and specified in the First Plan of Merger;

•“First Merger” are to the merger of Merger Sub with and into Enhanced, with Enhanced surviving the merger as a wholly owned subsidiary of A Paradise;

•“Founder Plan” or “Enhanced Group Founder Plan” are to the Enhanced Group Founder Plan, which was adopted in connection with the Business Combination and a copy of which is filed as Exhibit 10.4 to the registration statement of which this prospectus forms a part, as such agreement may be amended from time to time;

•“founder shares” are to the A Paradise Class B ordinary shares purchased by the Sponsor of A Paradise prior to the initial public offering, and the A Paradise Class A ordinary shares that will be issued upon the conversion thereof;

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~~combination~~•“FTC” ~~with~~are ~~a target company that is non-PRC based and which may therefore make it more likely for us~~ to ~~consummate a business combination with a target company located in~~ the ~~PRC. To~~Federal ~~date,~~Trade we have not pursued an initial business combination and there have not been any capital contribution or shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions. For a detailed description of risks associated with acquiring a company that does business in China, see “Risk Factors — Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China” on page 102.Commission;

~~On February 17, 2023, the China Securities Regulatory Commission (the~~ •“~~CSRC~~FY23”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023. The Trial Measures supersede prior rules and clarified and emphasized several aspects, which include but are ~~not limited~~ to: ~~(1) comprehensive determination of~~ the ~~“indirect~~period overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: (a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year comes from ~~PRC~~February ~~domestic companies~~17, ~~and~~2023 (binception) ~~the~~ ~~main~~through ~~parts~~December ~~of the issuer’s business activities are conducted in mainland China~~31, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas securities offering or listing shall be completed before September 30, 2023~~, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC~~; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas has been recognized by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; (5) issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material events including a change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

We•“FY24” ~~believe we~~ are ~~not required~~ to ~~obtain permissions or approvals from any PRC government authorities, including~~ the ~~CSRC~~year orended ~~the~~December ~~Cyberspace Administration of China~~31, or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange or operate our business. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, if we do not maintain applicable permissions or approvals, if we inadvertently concluded erroneously that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, and we are denied permission and/or approvals, the relevant PRC government agencies could subject us to a stringent approval process from the relevant government entities in connection with this offering, continued listing on a U.S. exchange, the potential business combination, the issuance of shares or the maintenance of our status as a publicly listed company outside China, and the post business combination entity’s PRC operations if our business combination target is a PRC target company. We may also be subject to registration with the CSRC following this offering pursuant to the Trial Measures. It is uncertain when and whether we will be required to obtain permission from the PRC government to continue to list on a U.S. exchange in the future and offer our securities to foreign investors. If we do not maintain applicable permissions or approvals, if we inadvertently erroneously concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, including pursuant to the Trial Measures, and we are denied permission and/or approvals from Chinese authorities to list on U.S. exchanges or offer our securities to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe 2024;

•“FY25” are to the year ended December 31, 2025;

•“FY26” are to the year ended December 31, 2026;

•“GAAP” are to accounting principles generally accepted in the United States of America;

•“Governing Documents” are to the legal document(s) by which any person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of formation and bylaws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association;

•“HHS” are to the U.S. Department of Health and Human Services;

•“HIPAA” are to the Health Insurance Portability and Accountability Act of 1996, as amended;

•“Independent Medical Commission” or “IMC” are to a multidisciplinary advisory team comprised of physicians with a broad range of expertise and experience in sports medicine and science, to advise the Principal Investigator in connection with the Clinical Research Study on medical safety protocols, clinical research methodology, adverse event review, athlete medical profiling, eligibility standards, and competition health and safety matters, and Enhanced on medical matters related to athlete eligibility for participation in the 2026 Enhanced Games;

•“Independent Scientific Commission” are to an independent advisory group comprised of scientific, medical, and research experts that provides strategic guidance to Enhanced regarding research strategy and direction, including the design, methodology, and execution of scientific studies, scientific program development, and performance and safety-related initiatives. The Independent Scientific Commission assists Enhanced in shaping research strategy, and helps identify opportunities to disseminate scientific findings to the broader scientific community and the public;

•“Insider Letter Amendment” are to that certain amendment to that certain letter agreement, dated as of July 29, 2025, by and among the Sponsor, A Paradise and CCM;

•“Interim Period” are to the earlier of the Closing or the termination of the Business Combination Agreement;

•“Investigational Medicinal Product” or “IMP” are to a pharmaceutical or medicinal product containing a Substance that is being studied or tested in a regulated clinical investigation or clinical trial conducted in accordance with applicable laws and ethical standards. IMP may or may not be authorized for general commercial sale for the indication, dosage, or use under investigation at the time of such study;

•“Investment Company Act” are to the Investment Company Act of 1940, as amended;

•“IRB” are to an Institutional Review Board;

•“IRA” are to that certain Second Amended and Restated Investors’ Rights Agreement, dated as of March 28, 2025;

•“IRS” are to the U.S. Internal Revenue Service;

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consequences, which would materially affect the interest of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after this offering. The use of the term •“~~operate~~IROS” ~~and~~are ~~“operations”~~to ~~includes~~Insights ~~the~~Research ~~process~~Organization of& ~~searching~~Solutions, ~~for~~ a ~~target business and conducting related activities~~U.A.E.-based Tohealthcare ~~that~~services ~~extent, we may not be able to conduct the process of searching for a potential target~~ company ~~in China.~~;

~~Pursuant~~•“JOBS ~~to the Holding Foreign Companies Accountable~~ Act ~~(the “HFCAA~~”), the United States Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are ~~subject~~ to ~~these determinations. On August 26, 2022,~~ the ~~PCAOB~~Jumpstart ~~signed~~Our aBusiness ~~Statement~~Startups ofAct ~~Protocol (“SOP”) with the CSRC and the Ministry~~ of ~~Finance of the PRC~~2012, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. law. Pursuant to the SOP, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist as to whether the applicable parties, including governmental agencies, will fully comply with the framework. Depending on the implementation of the SOP, if the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in China, then China-based companies will be delisted pursuant to the HFCA Act despite the SOP. Therefore, there is no assurance that the SOP could give relief to China-based companies against the delisting risk from the application of the HFCAA or the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”).amended;

On•“KPIs” ~~December 15,~~are ~~2022, the PCAOB determined that the PCAOB was able~~ to ~~secure~~key ~~complete~~performance access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. On December 29, 2022, the AHFCAA was signed into law to amend the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. Furthermore, notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor of a PRC target company because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause the securities of the combined company to be delisted from the stock exchange.indicators;

~~The HFCAA requires that, every year, the SEC identify any public companies (~~•“~~Commission-Identified Issuers~~law” orare ~~“CIIs”)~~to ~~that~~any ~~file~~federal, ~~annual~~state, ~~reports~~local, ~~with financial statements audited by an auditor located in a~~ foreign, ~~jurisdiction~~international ~~where the PCAOB has determined it is unable to inspect~~ or ~~investigate~~transnational ~~completely~~law, ~~because~~statute, ofordinance, acommon ~~position~~law, ~~taken~~rule, byregulation, astandard, ~~foreign~~judgment, ~~authority~~determination, (aGovernmental ~~“PCAOB-identified~~Order, ~~jurisdiction”).~~writ, ~~Under the amended HFCAA~~injunction, ~~once a company is identified as a CII for two consecutive years~~decree, ~~the~~arbitration ~~SEC must apply certain trading prohibitions to that CII’s securities. In addition~~award, ~~all CIIs are listed on the SEC website at www.sec.gov/HFCAA~~treaty, ~~and~~agency ~~each CII must provide certain disclosures to investors and the SEC for each year it is identified as a CII. For foreign issuers that are CIIs~~requirement, ~~the required disclosures include the percentage of shares owned by foreign government entities~~authorization, ~~whether~~license ~~government~~or ~~entities~~permit ~~in the foreign jurisdiction control the issuer, identification~~ of ~~all~~any ~~Chinese~~governmental ~~Communist~~authority ~~Party~~and (“~~CCP~~laws”) ~~officials who~~ are onto ~~the~~two ~~board of the issuer~~ or ~~the~~more ~~operating~~of ~~entity for~~ the ~~issuer~~foregoing, ~~and~~or ~~whether~~all ~~the~~such ~~issuer’s~~laws ~~articles of incorporation contain any “charter” of the CCP. The SEC is assessing how to implement other requirements of the HFCAA~~collectively, ~~including~~as the ~~listing~~context ~~and trading prohibition requirements described above.~~requires;

~~Our auditor, WWC, P.C. (~~•“~~WWC~~Letter Agreement”), ~~the~~are ~~independent~~to ~~registered public accounting firm that issues~~ the ~~audit~~letter ~~report~~agreement ~~included~~between ~~elsewhere~~A ~~in this prospectus~~Paradise, isthe aSponsor ~~firm headquartered in California~~ and ~~registered~~A ~~with the PCAOB. WWC is subject to laws in the United States pursuant to which the PCAOB conducts regular inspection to assess our auditor~~Paradise’s ~~compliance~~directors ~~with the applicable professional standards. As a SPAC, our current business activities only involve preparation of this offering~~ and ~~will~~executive ~~involve~~officers ~~searching~~(or ~~for~~their ~~targets~~respective ~~and~~affiliates) ~~consummation~~dated ofJuly a29, ~~business combination following this offering. WWC has access to our books and records maintained virtually prior to the consummation of a business combination.~~2025;

•“Lionsgate” are to Lionsgate Alternative Television LLC;

•“Live Enhanced” are to Enhanced Group’s direct-to-consumer, subscription-based lifestyle, health and longevity platform, delivered through digital tools and platforms, through which consumers may access clinician-guided, evidence-based enhancement protocols and virtual clinician-guided coaching, and obtain personalized prescription therapies and OTC supplement blends;

•“Major Enhanced Shareholders” are to those certain shareholders, directors and executive officers party to that certain Enhanced Holder Support Agreement entered into by and among A Paradise, Enhanced and such shareholders, directors and executive officers in connection with the execution of the Business Combination Agreement;

•“Market-Authorized Product” are to a finished, fully formulated pharmaceutical or medicinal product containing one or more Substances as active ingredients that has been manufactured, packaged, and labeled for human use in accordance with applicable regulatory requirements and approved for commercial sale by a recognized governmental regulatory authority following review of its formulation, dosage form, strength, manufacturing process, and labelling. A Market-Authorized Product may be intended, as approved by the applicable regulatory authority, for administration by a specified route, including oral, injectable, inhaled, or transdermal administration. For the purposes of this definition, recognized regulatory authorities include the FDA, the EMA or a competent national authority of an EU/EEA member state, and the EDE;

•“Medical Monitor” are to Dr. Leo Nissola, the medical monitor of the Clinical Research Study. The Medical Monitor is an independent physician and shall provide independent medical oversight to the Clinical Research Study as reasonably required in accordance with good clinical practice and applicable regulatory expectations. The Medical Monitor role is expected to be activated on an ad-hoc basis in circumstances where participant cases become complex, involve adverse events or serious adverse events, or otherwise require deeper medical review beyond standard IMC deliberation. In such cases, the Medical Monitor may be requested by the Principal Investigator to provide additional independent review, causality assessment, clinical interpretation, documentation support, or advisory input necessary to support participant safety, regulatory compliance, and study integrity;

•“Merger Sub” are to A Paradise Merger Sub I, Inc., a Cayman Islands exempted company and a direct, wholly owned subsidiary of A Paradise;

•“Mergers” are to, collectively, the First Merger and the Second Merger;

•“Migo” are to Migo Corporation Limited, A Paradise’s valuation advisor;

•“MOHAP” are to the U.A.E. Ministry of Health and Prevention;

•“Nasdaq” are to The Nasdaq Global Market or The Nasdaq Stock Market, LLC, as applicable;

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In the event that we decide to consummate our initial business combination with a target business based in or primarily operating in China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. This could limit or restrict our access to the U.S. capital markets and the trading of our securities on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited and our securities may be delisted by such exchange under the HFCAA. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act (•“~~AHFCAA~~NEOs”) ~~was~~are ~~signed into law, requiring the SEC~~ to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. The AHFCAA also clarified that any foreign authority impeding PCAOB inspections or investigations can trigger the ~~provisions~~named ofexecutive ~~the~~officers ~~act. If the combined company’s auditor cannot be inspected by the PCAOB for two consecutive years, the trading~~ of the securities on any U.S. national securities exchanges as well as any over-the-counter trading in the U.S. will be prohibited and our securities may be delisted by such exchange. See “Risk Factors — Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China — Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or fully investigate our auditor. In that case, Nasdaq would delist our securities. The delisting of our securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive our investors with the benefits of such inspections” on page 124.Enhanced;

~~We are an~~ •“~~emerging~~Non-Enhanced ~~growth company~~Athletes” ~~and~~are ato ~~“smaller~~athletes ~~reporting company”~~ under ~~applicable~~contract ~~federal~~with ~~securities~~Enhanced ~~laws~~who, ~~and~~both ~~will~~in betraining ~~subject~~and ~~to reduced public company reporting requirements. Investing~~ in ~~our~~competition, ~~securities~~refrain ~~involves~~from ataking ~~high~~Performance-Enhancing ~~degree~~Substances ofwhich ~~risk.~~are ~~See~~included ~~“Risk~~in ~~Factors”~~the ~~beginning~~WADA on‘List ~~page 55 for a discussion~~ of ~~information~~prohibited ~~that~~Substances ~~should~~and ~~be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.~~Methods’;

~~Neither the~~ •“Non-U.S. ~~Securities~~ ~~and~~Holder” ~~Exchange~~are ~~Commission~~to ~~nor~~a ~~any~~beneficial ~~state~~owner ~~securities~~of ~~commission~~shares ~~has~~that ~~approved~~is ornot ~~disapproved~~a ofUnited ~~these~~States ~~securities~~person orand ~~determined if this prospectus~~ is ~~truthful~~not ora ~~complete.~~partnership ~~Any~~for ~~representation~~United toStates ~~the~~federal ~~contrary~~income istax ~~a criminal offense.~~purposes;

No•“Non-Voting ~~offer~~Private orPlacement ~~invitation,~~Units” ~~whether~~are ~~directly~~to orthe ~~indirectly~~aggregate of 130,000 isA ~~being~~Paradise orprivate ~~may~~units bepurchased ~~made~~indirectly toby the ~~public~~five innon-voting Sponsor investors through the ~~British~~purchase ~~Virgin~~of ~~Islands~~non-voting tointerests ~~subscribe~~in ~~for~~the ~~any~~Sponsor, ofat ~~our~~a ~~securities~~price of $10.00 per Unit;

	Per Unit		Total
Public offering price(1)	$	10.00	$	200,000,000
Underwriting discounts and commissions	$	0.60	$	12,000,000
Proceeds, before expenses, to us	$	9.40	$	188,000,000

•“non-voting Sponsor investors” are to the five institutional investors (none of whom are affiliated with any member of management, the Sponsor, or any other investor);

~~____________~~•“Non-Voting Sponsor Shares” are to the non-voting shares issued by the Sponsor to the non-voting Sponsor investors in connection with the non-voting Sponsor investors indirectly purchasing, through the Sponsor, the Non-Voting Private Placement Units allocated to the non-voting Sponsor investors in connection with the closing of the IPO, at a nominal purchase price;

~~(1) Includes~~•“Note” ~~$0.20~~are ~~per unit sold in the base offering, or $4,000,000 in the aggregate (or up~~ to ~~$4,600,000 if~~ the ~~over-allotment~~agreement ~~option is exercised in full), payable upon the closing~~ of ~~this offering. Also includes up to $0.40 per unit sold in~~ the ~~base~~Sponsor ~~offering,~~on orDecember $89,~~000,000~~ in2022 ~~the~~to ~~aggregate~~loan ~~(or~~A Paradise up to $9300,~~200,~~000 ~~if the over-allotment option is exercised in full), payable~~ to ~~CCM~~be ~~only~~used ~~upon~~for ~~the~~a ~~completion~~portion of ~~an initial business combination. The deferred underwriting discounts and commissions will be payable to CCM upon~~ the ~~closing~~expenses of ~~our initial business combination as follows: up to $0.40 per unit sold in this offering shall be paid to CCM in cash, based on~~ the ~~funds remaining in the trust account after giving effect to public shares that are redeemed in connection with our initial business combination.~~IPO;

Of•“NYSE” ~~the~~are ~~proceeds~~to ~~we receive from this offering and~~ the ~~sale~~New ofYork ~~the~~Stock ~~private~~Exchange ~~placement units described in this prospectus, $200.0 million,~~ or ~~$230.0 million~~New ifYork ~~the~~Stock ~~underwriters’~~Exchange ~~overallotment option is exercised in full ($10.00 per unit in either case)~~LLC, ~~will be placed into a U.S.-based trust account with Efficiency acting~~ as ~~trustee.~~applicable;

~~The~~•“Omnibus ~~following~~Incentive ~~table~~Plan” ~~illustrates~~or ~~the~~“Enhanced ~~difference~~Group ~~between~~Omnibus ~~the~~Incentive ~~public~~Plan” ~~offering~~are ~~price~~to ~~per~~the ~~unit~~Enhanced ~~and~~Group ~~our~~Omnibus ~~net~~Incentive ~~tangible book value per share (NTBV)~~Plan, aswhich ~~adjusted~~was toadopted ~~give~~in ~~effect~~connection towith ~~this~~the ~~offering~~Business Combination and ~~assuming~~a ~~the~~copy ~~redemption~~ of ~~our~~which ~~public~~is ~~shares~~filed atas ~~varying~~Exhibit ~~levels~~10.5 ~~and~~to the ~~exercise~~registration instatement ~~full~~of ~~and~~which nothis ~~exercise~~prospectus offorms ~~the~~a ~~over-allotment~~part, ~~option.~~as ~~See~~such ~~section~~agreement ~~entitled~~may ~~“Dilution”~~be ~~for~~amended ~~more~~from ~~information.~~time to time;

•“OpenLoop” are to OpenLoop Healthcare Partners, PC;

•“ordinary shares” or “A Paradise ordinary shares” are to the A Paradise Class A ordinary shares and the A Paradise Class B ordinary shares, collectively;

•“Organizational Documents” are to, with respect to any entity, its certificate or articles of incorporation, certificate of formation, memorandum and articles of association, bylaws, trust deed, operating agreement or other similar governing documents, in each case as amended, restated, supplemented or otherwise modified from time to time;

•“OTC” are to over-the-counter;

•“OTC supplements” are to non-prescription nutritional supplements;

•“OTC supplement blends” are to formulations of OTC supplements;

•“PCAOB” are to the Public Company Accounting Oversight Board;

•“Performance-Enhancing Substance” or “PES” are to any Substance that directly or indirectly improves, maintains, restores, or modifies human physical, physiological, neurological, or metabolic capacity in a manner intended or reasonably expected to (i) improve athletic performance, training capacity, recovery, or adaptation to physical exertion; or (ii) preserve, delay the decline of, or restore functional capacity, musculoskeletal integrity, metabolic efficiency, or physiological resilience associated with aging, injury, disease, or physical stress. Performance-Enhancing Substances include, without limitation: (a) endogenous compounds occurring naturally within the human body that are extracted, synthesized, or bioidentically manufactured for exogenous administration in tailored dosages to augment, regulate, or preserve

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As of March 31, 2025
Offering Price of $8.89 per Unit (adjusted to exclude the value of the rights)		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				100% of Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	6.47	$	5.83	$	3.06	$	4.88	$	4.01	$	3.29	$	5.60	$	0.08	$	8.81
	Assuming No Exercise of Over-Allotment Option
$	6.45	$	5.82	$	3.07	$	4.87	$	4.02	$	3.27	$	5.62	$	0.06	$	8.83

physiological function; and (b) synthetic or biosynthetic compounds designed to mimic, amplify, or modify the biological effects of endogenous substances or physiological mechanisms;

~~Our~~•“Performance ~~sponsor~~Enhancement ~~and~~Task ~~members~~Force” ofor ~~our~~“PETF” ~~management~~are ~~team~~to ~~will~~a ~~directly~~specialized oradvisory ~~indirectly~~group ~~own~~of ~~our~~scientific ~~securities~~experts ~~following~~in ~~this~~sports ~~offering~~medicine, ~~and~~exercise ~~accordingly~~physiology, ~~they~~pharmacology, ~~may~~and ~~have~~performance ascience, ~~conflict~~engaged ofby ~~interest~~Enhanced into ~~determining~~advise ~~whether~~it aon ~~particular~~matters ~~target~~related ~~business is an appropriate business with which~~ to ~~effectuate~~the ~~our~~safe, ~~initial~~effective, ~~business~~and ~~combination.~~ethical ~~Additionally,~~integration ~~each~~ of ~~our~~performance ~~officers~~enhancement ~~and~~practices ~~directors~~in ~~presently~~elite ~~has~~sport, and ~~any~~educate ofathletes ~~them~~on inPES. In the ~~future~~Clinical ~~may~~Research ~~have additional~~Study, ~~fiduciary,~~the ~~contractual~~PETF ~~or other obligations or duties to one or more other entities pursuant to which such officer or director is or~~ will be ~~required~~responsible tofor ~~present~~advising athe ~~business~~Principal ~~combination~~Investigator, ~~opportunity~~who toholds ~~such~~exclusive ~~entities.~~decision-making ~~As a result~~authority, ~~there~~on ~~may~~all beaspects ~~actual~~of orthe ~~potential~~study ~~material~~related ~~conflicts~~to ofthe ~~interest~~administration, ~~between~~monitoring, ~~our sponsor~~ and ~~its~~evaluation ~~affiliates~~of onPES ~~one hand,~~ and ~~purchasers~~practices. inAdvice ~~this~~regarding ~~offering~~enhancement onregimens ~~the~~is ~~other.~~customized ~~See~~to the ~~sections~~specific ~~titled~~health ~~“Summary — Conflicts~~profiles, ~~of Interest”~~goals, ~~“Proposed Business — Sourcing of Potential Business Combination Targets”~~ and ~~“Management — Conflicts~~performance objectives of ~~Interest”~~participating ~~for more information.~~athletes;

~~The~~•“person” ~~underwriters~~ are ~~offering~~to ~~the~~any ~~units~~individual, ~~for~~firm, ~~sale~~corporation, onpartnership, alimited ~~firm~~liability ~~commitment~~company, ~~basis.~~incorporated ~~The~~or ~~underwriters~~unincorporated ~~expect~~association, tojoint ~~deliver~~venture, ~~the~~joint ~~units~~stock tocompany, ~~the~~governmental ~~purchasers~~authority onor instrumentality or ~~about~~other ~~[•],~~entity ~~2025.~~of any kind;

~~Lead~~•“PFIC” ~~Book-Running~~are ~~Manager~~to a “passive foreign investment company” within the meaning of Section 1297 of the Code;

~~Cohen~~•“Plan &of ~~Company~~Merger” ~~Capital~~are ~~Markets~~to the statutory plan of merger to be filed with the Registrar of Companies in the Cayman Islands pursuant to the Cayman Islands Companies Act (as revised), by and among A Paradise, Merger Sub, and Enhanced, setting forth the terms and conditions of the merger and the manner in which the merger is to be effected;

•“Principal Investigator” are to Dr. Ravi Trehan, ~~2025~~the principal investigator of the Clinical Research Study;

•“Prior Plan” are to the Enhanced Ltd Incentive Plan under which the Enhanced Options and Enhanced Top-Up Awards were previously, or will be, granted to eligible service providers;

•“pro forma” are to giving pro forma effect to the Business Combination;

•“Private Placement Investment” are to any equity or debt financing transaction entered into by Enhanced prior to the Closing, including the issuance of simple agreements for future equity (“SAFEs”) to one or more investors pursuant to which such investors are granted rights to receive, in exchange for the payment of a purchase amount, certain preferred or other capital shares of Enhanced (and any related warrants or equity interests) upon the occurrence of specified events and subject to the terms and conditions set forth therein;

•“Public shares” are to the A Paradise Class A ordinary shares (including those that underlie the units) that were offered and sold by A Paradise in its initial public offering and registered pursuant to the IPO Registration Statement or the shares of Class A common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as the context requires;

•“QEF Election” are to the timely and effective election by the U.S. Holder to treat A Paradise or Enhanced, as applicable, as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of A Paradise Class A ordinary shares or Enhanced common shares, as applicable, during which A Paradise or Enhanced, as applicable, qualified as a PFIC;

•“redemption” are to each redemption of A Paradise Class A ordinary shares or shares of Class A common stock, as applicable, for cash pursuant to the APAD BVI Charter and the Organizational Documents;

•“Registration Rights Agreement” are to the registration rights agreement to be entered into at Closing, by and among Enhanced Group, the Sponsor, Apeiron and CCM, a copy of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part, as such agreement may be amended from time to time;

•“ROFR and Co-Sale Agreement” are to that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of March 28, 2025, among certain Enhanced shareholders;

Table of Contents

~~TABLE~~•“Roma” OFare ~~CONTENTS~~to Roma Appraisals Limited;

		Page
The Offering		21
Summary Financial Data		51
Risks		52
Risk Factors		55
Cautionary Note Regarding Forward-Looking Statements		126
Use of Proceeds		128
Dividend Policy		131
Dilution		132
Capitalization		135
Management’s Discussion and Analysis of Financial Condition and Results of Operations		136
Proposed Business		143
Effecting our Initial Business Combination		167
Management		187
Principal Shareholders		199
Certain Relationships and Related Party Transactions		204
Description of Securities		207
Taxation		225
Underwriting		235
Legal Matters		245
Experts		245
Where You Can Find Additional Information		245
Index to Financial Statements		F-1

•“Rule 144” are to Rule 144 under the Securities Act;

We•“RWLV” are ~~responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone~~ to ~~provide~~Resorts ~~you~~World ~~with~~Las information that is different from or inconsistent with that contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.Vegas;

~~Trademarks~~•“Ryan Haight Act” are to the Ryan Haight Online Pharmacy Consumer Protection Act of 2008;

~~This~~•“SAFE ~~prospectus~~Agreements” ~~contains~~are ~~references~~ to ~~trademarks~~any ~~and~~of ~~service~~the ~~marks~~simple ~~belonging~~agreements ~~to other entities. Solely~~ for ~~convenience,~~future ~~trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols~~equity, ~~but such references are not intended to indicate~~each, ina ~~any~~“SAFE” ~~way,~~and ~~that the applicable licensor will not assert~~collectively, to the ~~fullest extent under applicable law~~“SAFEs”, ~~its~~entered ~~rights~~into toby ~~these~~Enhanced ~~trademarks~~with ~~and~~the ~~trade~~SAFE ~~names. We do not intend our use or display of other companies’ trade names~~investors, ~~trademarks~~pursuant ~~or service marks~~ to ~~imply~~the aPrivate ~~relationship~~Placement ~~with, or endorsement or sponsorship of us by, any other companies.~~Investment;

•“SAFE Price” are to the implied price per share of Class A common stock used to determine the number of shares issuable to an investor in the Private Placement Investment, which number of shares is calculated by dividing (i) such investor’s purchase amount under the relevant SAFE Agreement by (ii) $1,200,000,000, and multiplying the resulting percentage ownership by the total number of shares of Class A common stock outstanding immediately following the Closing, including all shares of Class A common stock issued in the Business Combination and all shares of Class A common stock issued or issuable upon the conversion of convertible securities in connection with the Business Combination;

•“SAFE Shares” are to the Enhanced common shares issuable upon conversion of the SAFEs pursuant to their terms, which shares will be converted into shares of Class A common stock in connection with the Business Combination in accordance with the Business Combination Agreement;

•“SAFE Warrants” are to warrants issued to investors in the Private Placement Investment immediately after the Closing of the Business Combination and according to the terms of the SAFEs, which equal fifty percent (50%) of the number of shares of Class A common stock received upon conversion, each exercisable for one share of Class A common stock at a per-share price equal to the conversion price determined under the SAFE;

•“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

•“SEC” are to the United States Securities and Exchange Commission;

•“Second Merger” are to the merger of Enhanced with and into A Paradise, with A Paradise surviving the merger;

•“Securities Act” are to the Securities Act of 1933, as amended;

•“Selling Securityholders” are to the selling securityholders, or their permitted transferees, identified in this prospectus.

•“Series A-1 preferred shares” are to the shares of Series A-1 convertible preferred shares of Enhanced, issued by Enhanced pursuant to its governing documents and applicable financing agreements, which are convertible into Enhanced common shares in accordance with their terms;

•“Series A-2 preferred shares” are to the shares of Series A-2 convertible preferred shares of Enhanced, issued by Enhanced pursuant to its governing documents and applicable financing agreements, which are convertible into Enhanced common shares in accordance with their terms;

•“Series B preferred shares” are to the shares of Series B convertible preferred shares of Enhanced, issued by Enhanced pursuant to its governing documents and applicable financing agreements, which are convertible into Enhanced common shares in accordance with their terms;

•“SSMC” are to the Sheikh Shakhbout Medical City;

•“Sponsor” are to A SPAC IV (Holdings) Corp., a BVI business company;

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~~SUMMARY~~•“Sponsor Equity Agreement” are to that certain separate agreement, dated November 26, 2025, between Apeiron and the Sponsor governing their equity arrangements in connection with the Business Combination;

~~This~~•“Sponsor ~~summary~~Private ~~only~~Placement ~~highlights~~Units” ~~the~~are ~~more~~to ~~detailed~~the ~~information~~400,000 ~~appearing~~private ~~elsewhere~~placement inunits ~~this~~purchased ~~prospectus.~~by Asthe ~~this~~Sponsor isin a ~~summary,~~private itplacement ~~does~~that ~~not~~closed ~~contain~~concurrently ~~all~~with ofA ~~the~~Paradise’s ~~information~~initial ~~that~~public ~~you~~offering, ~~should~~each ~~consider~~consisting inof ~~making~~one anA ~~investment~~Paradise ~~decision.~~Class ~~You~~A ~~should~~ordinary ~~read~~share ~~this~~and ~~entire~~one ~~prospectus~~A ~~carefully~~Paradise Right, ~~including~~with ~~the~~such ~~information~~securities ~~under~~having ~~“Risk~~the ~~Factors”~~same ~~and~~terms ~~our~~as ~~financial~~the ~~statements~~public units and rights issued in the ~~related~~IPO ~~notes~~except ~~included~~that ~~elsewhere~~they (i) were issued in ~~this~~a ~~prospectus~~private placement exempt from registration, ~~before~~(ii) ~~investing.~~are subject to transfer restrictions, and (iii) are not entitled to redemption from the Trust Account;

~~Unless~~•“Stock ~~otherwise~~Consideration” ~~stated~~are into ~~this~~the ~~prospectus~~number orof shares of Class A common stock equal to the ~~context~~quotient ~~otherwise~~obtained ~~requires~~by dividing (a) the sum of (i) $1,200,000,000 ~~references~~plus (ii) the aggregate proceeds actually received at or prior to: the Closing from the consummation of the Private Placement Investment by (b) $10.00;

• “~~amended~~Substance” ~~and~~are ~~restated~~to ~~memorandum~~any ~~and~~pharmacologically, ~~articles~~biologically, ofmetabolically, ~~association”~~or ~~are~~otherwise tophysiologically ~~our~~active ~~memorandum~~ingredient or compound, considered in isolation and ~~articles~~without regard to any specific formulation, manufacturing process, dosage form, or route of ~~association~~administration, that is intended or reasonably expected to bealter, inmodulate, ~~effect~~or ~~upon~~influence ~~completion~~human ofphysiological ~~this~~function, ~~offering~~performance capacity, recovery processes, or biological adaptation. Substances include, without limitation, hormones, peptides, anabolic or catabolic agents, metabolic modulators, stimulants, analgesics, or other compounds with comparable activity, whether naturally occurring, synthetic, or biosynthetic, but exclude inert excipients, carriers, or inactive formulation components that do not independently exert physiological effects;

• “~~affiliate~~TBOC” are to athe ~~corporation,~~Texas ~~limited~~Business ~~liability~~Organizations ~~company~~Code, oras ~~other entity that controls, is controlled by, or is under common control with our company or any of our company’s subsidiaries~~amended;

• “~~BVI~~Technology and Data Systems” are to, collectively, the ~~British~~real-time ~~Virgin~~and ~~Islands~~historical performance data, event timing and scoring systems, video and metadata feeds, venue and broadcast integrations, and other third-party platforms and tools;

• “~~we,”~~Transaction ~~“us,”~~Support ~~“company~~Agreements” orare ~~“our~~to ~~company”~~the ~~are~~agreements entered into between Enhanced and certain Enhanced shareholders pursuant to Awhich ~~Paradise~~such ~~Acquisition~~Enhanced ~~Corp.,~~shareholders amay ~~British~~not ~~Virgin~~transfer ~~Islands~~any ~~business~~of ~~company~~their Class A common stock other than in accordance with ~~limited~~its ~~liability~~terms;

• “~~our securities~~TRT” are to the ~~securities~~testosterone ofreplacement ~~our company or our combined company, as the context requires~~therapy;

• “~~Class~~Trust AAccount” ~~ordinary~~are ~~shares”~~to ~~means~~the ~~Class~~trust account established at the consummation of A ~~ordinary~~Paradise’s ~~shares~~initial ~~with~~public nooffering ~~par~~at ~~value~~JPMorgan ofChase ~~our~~Bank, ~~company~~N.A. and maintained by Continental, acting as trustee;

• “~~Class~~Trust BAgreement” ~~ordinary~~are ~~shares”~~to ~~means~~the ~~Class~~Investment BManagement ~~ordinary~~Trust ~~shares~~Agreement, ~~with~~dated noJuly ~~par~~29, ~~value~~2025, ofby ~~our~~and ~~company~~between A Paradise and Continental, as trustee;

• “~~CCM~~U.A.E.” are to ~~Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, representative of~~ the ~~underwriters~~United inArab ~~this offering~~Emirates;

• “~~Companies Act~~UDAP” ~~and the “Insolvency Act”~~ are to ~~the~~unfair ~~BVI Business Companies Act, 2004~~ and ~~the~~deceptive ~~Insolvency~~acts ~~Act, 2003 of the British Virgin Islands, respectively,~~ and ~~in each case as amended~~practices;

• “~~completion window~~UFC” are to ~~(i)~~ the ~~period~~Ultimate ~~ending~~Fighting on the date that is 24 months from the closing of this offering, or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. Our shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered an opportunity to redeem their public sharesChampionship;

• “~~founder shares~~U.S.” ~~are~~or to“United ~~Class B~~States” ~~ordinary~~are ~~shares, with no par value, initially purchased by our sponsor in a private placement prior~~ to ~~this offering and~~ the ~~Class A~~United ~~ordinary~~States ~~shares that will be issued upon the automatic conversion~~ of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”)America;

• “~~initial~~U.S. ~~shareholders~~Holders” are to ~~our~~the ~~sponsor~~beneficial ~~and~~owners ~~any~~of shares that, for U.S. federal income tax purposes, are (i) citizens or residents of the United States, (ii) corporations (or other ~~holders~~entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of ~~our~~the ~~founder~~United ~~shares~~States ~~immediately~~or ~~prior~~any state thereof or the District of Columbia, (iii) an estate whose income is subject to ~~this~~U.S. ~~offering;~~federal income taxation regardless of its source, or (iv) trusts if (a) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have

• “letter agreement” are to the letter agreement by and among our company, our sponsor and our officers and directors, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;xiii

~~• “Investment~~Table ~~Company Act” are to the Investment Company Act~~ of ~~1940,~~ ~~as amended;~~Contents

~~• “management”~~the authority to control all substantial decisions of the trust, or ~~our~~(b) ~~“management~~it ~~team”~~has ~~are~~a valid election in place to ~~our~~be ~~officers~~treated ~~and~~as ~~directors~~a U.S. person;

• “~~managing member(s)~~Units” ~~means~~are ~~holder(s) of~~to ~~class~~the D20,000,000 ~~voting~~units ~~share(s) of~~issued ~~our~~by ~~sponsor~~A Paradise in its initial public offering consummated on July 31, 2025;

• “~~non-voting member(s)~~USOPC” ~~means~~are ~~holder(s) of~~to ~~shares~~the ofUnited ~~our~~States ~~sponsor~~Olympic ~~except~~& ~~class~~Paralympic ~~D voting share(s), which shall include but not limited to non-voting sponsor investors~~Committee;

•“Voting Agreement” are to that certain Second Amended and Restated Voting Agreement, dated as of March 28, 2025;

•“WADA” are to the World Anti-Doping Agency;

•“Working Capital Loans” are to any loans made to A Paradise by the Sponsor, its affiliates or A Paradise’s directors or officers, or by any other person agreed to by A Paradise, to fund working capital needs or transaction costs prior to the consummation of the initial business combination, including any amounts that may, at the lender’s option, be converted into units (or other securities) of A Paradise in accordance with the terms of such loans;

•“Working Capital Note” are to the Working Capital Note, dated March 18, 2026, between Enhanced and Apeiron for a line of credit commitment up to $20.0 million; and

•“WWC” are to WWC, P.C., A Paradise’s independent registered public accounting firm prior to the Business Combination.

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TRADEMARKS

This document contains references to trademarks, service marks and trade names belonging to Enhanced Group or to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable trademark, service mark or trade name owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks or trade names. Enhanced Group does not intend any use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of Enhanced Group by, any other companies.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Enhanced Group discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by, and information currently available to Enhanced Group’s management.

Forward-looking statements in this prospectus and in any document incorporated by reference into this prospectus may include, for example, statements about the following:

•Enhanced Group’s need for additional capital to support growth and the availability of such capital on economically favorable terms;

•potential dilution from future equity issuances or other financings;

•fixed prices under the Sponsor Equity Agreement differing materially from market value at exercise;

•management’s broad discretion over proceeds from the Business Combination and the Private Placement Investment;

•expectations for future operating and financial results and market growth relying on Enhanced Group’s assumptions and analyses;

•Enhanced Group Board and management’s limited experience overseeing and operating a public company;

•the increased costs associated with the additional regulations and requirements as a result of becoming a public company;

•Enhanced Group’s expectations for its business given its limited operating history and minimal revenues and the success and timing of the inaugural 2026 Enhanced Games and other planned live events;

•Enhanced Group’s ability to build and sustain audience, sponsor and media demand for enhancement-based competition and related products;

•Enhanced Group’s dependence on the performance of athletes and acceptance of performance enhancement substances;

•the development and monetization of the Live Enhanced platform;

•Enhanced Group’s ability to grow market share in their existing markets or any new markets they may enter;

•Enhanced Group’s ability to respond to general economic conditions, particularly reduced public interests in competitive sports or in the telehealth industry;

•Enhanced Group’s ability to manage event postponements, cancellations, or material modifications;

•insurance market limitations, exclusions, and increases;

•Enhanced Group’s ability to manage regulatory compliance, and expand internationally while operating under evolving sports, health, and data-privacy regulations;

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•Enhanced Group’s ability to avoid liability or adverse health outcomes at events or in connection with the Live Enhanced platform;

•Enhanced Group’s ability to avoid litigation and regulatory proceedings from incumbent sports organizations, competitors, and regulators;

•Enhanced Group’s ability to comply with evolving data protection, privacy and information security laws and industry standards;

•Enhanced Group’s share structure that concentrates voting power;

•Enhanced Group’s status as a “controlled company” under NYSE rules and its ability to rely on exemptions from certain corporate governance requirements;

•the dual-class voting structure and its effect on the potential eligibility of Class A common stock for inclusion in stock market indices and for investment by certain institutional investors;

•the valuation of Enhanced not being negotiated through an arm’s length negotiation or a market-tested process;

•the risk of shareholder litigation and regulatory litigation and the resulting costs and diversion of management’s attention;

•the risks and uncertainties associated with Enhanced becoming a public reporting company through the Business Combination rather than a traditional underwritten initial public offering, including the absence of an independent underwriter due diligence process and the conflicts of interest of the Sponsor;

•the risk that the unaudited pro forma condensed combined financial information may not be indicative of Enhanced’s actual financial position or results of operations;

•the risk that registering shares for resale and the exercise of registration rights under the Business Combination Agreement may adversely affect the market price of Enhanced Group’s securities;

•Enhanced Group’s public securities’ potential liquidity and trading;

•Enhanced Group’s success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•the risk that NYSE may delist Enhanced Group’s securities, which could limit investors’ ability to trade those securities and subject them to additional trading restrictions;

•Enhanced Group’s ability to build, operate under and maintain or improve their unproven business model;

•expectations regarding the development and long-term expansion of the business of Enhanced Group;

•Enhanced Group’s ability to achieve and maintain profitability in the future;

•Enhanced Group’s ability to maintain, expand and be successful in strategic relationships with third parties and partners; potential adverse reactions or changes in relationships with athletes, partners, sponsors, distributors, and regulators resulting from the completion of the Business Combination;

•Enhanced Group’s ability to remediate existing material weaknesses and implement and maintain an effective system of internal controls over financial reporting;

•Enhanced Group’s ability to develop new services, events, products, features and functionality that meet market needs and achieve market acceptance;

•Enhanced Group’s ability to attract, retain, identify and hire individuals, key management and medical personnel for the roles they seek to fill and staff operations appropriately;

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•Enhanced Group’s ability to maintain, protect, assert, and enhance intellectual property rights; and

•other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this prospectus and in any document incorporated by reference into this prospectus are based on current expectations and beliefs concerning future developments and potential effects on Enhanced Group. There can be no assurance that future developments affecting Enhanced Group will be those that Enhanced Group has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of Enhanced Group) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors” beginning on page 7 of this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Enhanced Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this prospectus may adversely affect us.

xviii

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PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus and does not contain all of the information that is important to you. You should read this entire document and the other documents to which we refer before you decide to invest in our securities. Unless otherwise indicated or the context otherwise requires, references to the “Company,” “Enhanced Group”, “we,” “us,” or “our” and similar other terms refer to Enhanced and its consolidated subsidiaries before the Business Combination and Enhanced Group and its consolidated subsidiaries after the Business Combination.

About Enhanced Group

Enhanced Group is a growth-stage sports entertainment, performance technology and lifestyle wellness company that is developing a portfolio of businesses centered around (i) the “Enhanced Games,” a planned multi-sport competition platform, and (ii) “Live Enhanced,” a subscription-based consumer performance and wellness offering. Enhanced Group is the successor public company following the completion of the Business Combination between A Paradise, which was a BVI business company incorporated with limited liability, and Enhanced, which was a Cayman Islands exempted company.

Background

Business Combination

On November 26, 2025, A Paradise, which was a British Virgin Islands business company incorporated with limited liability, entered into the Business Combination Agreement with Enhanced, which was a Cayman Islands exempted corporation and Merger Sub, which was a Cayman Islands exempted company and a direct, wholly owned subsidiary of A Paradise.

On April 27, 2026, A Paradise provided written notice to Nasdaq of its intention to voluntarily withdraw the listing of the A Paradise Class A ordinary shares, the A Paradise Rights, and the A Paradise Units from Nasdaq and list the Class A common stock on NYSE following, and subject to, the completion of the Business Combination.

On May 7, 2026, A Paradise completed the previously announced Business Combination with Enhanced. In connection with the Business Combination, A Paradise effected a discontinuation under the BVI Business Companies Act and a domestication under Section 10.101 of the Texas Business Organizations Code, pursuant to which its jurisdiction of incorporation was changed from the BVI to the State of Texas. Following the Domestication, A Paradise changed its name to “Enhanced Group Inc.”

On May 8, 2026, the Class A common stock began trading on NYSE under the symbol “ENHA.”

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, with no goodwill or other intangible assets recorded. Under this method of accounting, A Paradise was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Enhanced issuing stock for the net assets of A Paradise, accompanied by a recapitalization. The net assets of A Paradise were stated at historical cost, with no goodwill or other intangible assets recorded.

Private Placement Investment

On November 26, 2025, Enhanced entered into the Private Placement Investment, pursuant to which it issued SAFEs to certain investors for aggregate gross proceeds of $40,002,054. Upon consummation of the Business Combination, Class A common stock and SAFE Warrants were issued to investors in the Private Placement Investment. The issuance of shares of Class A common stock underlying SAFE Warrants would represent approximately 1.6% of the number of shares of Class A common stock outstanding as of the Closing Date.

In connection with the consummation of the Business Combination, all outstanding SAFE Shares issued pursuant to the Private Placement Investment automatically converted, immediately prior to the Closing, into shares of Class A common stock in accordance with their terms. The number of shares of Class A common stock issued

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~~• “non-voting~~upon ~~sponsor~~conversion ~~investors”~~was ~~means~~determined ~~[•]~~by ~~institutional~~dividing ~~investors~~each ~~(none~~SAFE ~~of which are affiliated with any member of our management, other members of our sponsor or any other~~ investor)’s ~~that have expressed an interest to~~ purchase ~~(i) up~~amount toby aEnhanced ~~maximum of an aggregate of approximately [•] million of the units in this offering (assuming the exercise in full of the underwriters~~Group’s ~~over~~post-~~allotment~~money ~~option)~~valuation atcap ~~the offering price and (ii) indirectly, through the purchase~~ of ~~non-voting interests an aggregate of [•] private placement units at a price of~~ $101.002 ~~per~~billion, ~~unit~~multiplied ($by ~~[•] in~~ the ~~aggregate);~~fully ~~subject~~diluted tocapitalization ~~each~~of ~~non-voting~~Enhanced ~~sponsor~~immediately ~~investor~~prior ~~purchasing, through the sponsor, the private placement units allocated~~ to ~~it in connection with~~ the ~~closing~~Business ofCombination. ~~this~~As ~~offering~~a result, the ~~sponsor~~SAFE ~~will~~holders ~~issue~~collectively ~~non-voting~~received ~~shares at~~ a ~~nominal~~number ~~purchase price to the non-voting sponsor investors at the closing~~ of ~~this offering reflecting interests in an aggregate of [•] founder~~ shares ~~held by the sponsor. None~~ of ~~the~~Class ~~non-voting~~A ~~sponsor~~common ~~investors~~stock ~~has~~representing ~~expressed~~their topro usrata anownership ~~interest~~percentage in ~~purchasing~~Enhanced ~~more~~Group ~~than~~on ~~9.9%~~a offully ~~the~~diluted ~~units to be sold in this offering;~~basis.

~~• “ordinary~~Concurrently ~~shares”~~with ~~are~~such conversion, Enhanced Group issued to ~~our~~the SAFE investors SAFE Warrants to purchase a number of shares of Class A ~~ordinary~~common stock equal to 50% of the number of shares ~~and~~received ~~our~~upon conversion of the SAFEs. Each SAFE Warrant is exercisable for one share of Class B ~~ordinary~~A ~~shares;~~common stock at a per-share exercise price equal to the conversion price determined under the SAFE.

~~• “public~~In ~~shares”~~connection ~~are~~with tothe ~~Class A~~Private ~~ordinary~~Placement ~~shares~~Investment ~~sold~~and asthe ~~part~~Business ofCombination, the ~~units~~former inEnhanced ~~this~~shareholders ~~offering~~entered ~~(whether~~into ~~they~~Transaction ~~are~~Support ~~purchased~~Agreements inproviding ~~this~~for ~~offering~~post-Closing ortransfer ~~thereafter~~restrictions, insubject ~~the~~to ~~open~~specified ~~market);~~early release provisions. See “Plan of Distribution—Lock-up Restrictions” and “Certain Relationships and Related Party Transactions—Transaction Support Agreements” for further discussion.

~~• “public~~Sponsor ~~shareholders”~~Equity are to the holders of our public shares, including our initial shareholders, management team, any advisors and any non-voting sponsor investors to the extent our initial shareholders, members of our management team, any non-voting sponsor investors and/or advisors purchase public shares, provided that the each initial shareholder’s, member of our management team’s, advisor’s and any non-voting sponsor investors’ status as a “public shareholder” will only exist with respect to such public shares;Agreement

~~• “public~~In ~~rights”~~connection ~~are~~with tothe Business Combination, Apeiron and the ~~rights~~Sponsor ~~sold~~entered asinto ~~part~~the Sponsor Equity Agreement, dated as of November 26, 2025. Pursuant to the ~~units~~Sponsor Equity Agreement, Apeiron granted the Sponsor a put option and the Sponsor granted Apeiron a call option, in ~~this~~each ~~offering~~case ~~(whether~~with ~~they~~respect ~~are~~to ~~subscribed~~the Sponsor Securities then held by the Sponsor following Closing. The put option permits the Sponsor to require Apeiron to purchase, and the call option permits Apeiron to purchase, up to 100%, but not less than 78%, of such Sponsor Securities, in each case subject to the terms of the Sponsor Equity Agreement. Apeiron has paid the Sponsor a $5.5 million deposit, which is generally non-refundable, subject to limited exceptions, and creditable against the put/call arrangements. The Sponsor Equity Agreement also provides for specified termination fee arrangements, including a termination fee payable by the Sponsor to Apeiron in ~~this~~certain ~~offering~~circumstances. orThis summary is qualified in its entirety by reference to the ~~open~~full ~~market);~~text of the Sponsor Equity Agreement, which is filed as Exhibit 10.15 to the registration statement of which this prospectus forms a part.

~~• “private~~Working ~~placement~~Capital ~~rights” are to the rights included in the private placement units being purchased by our sponsor and non-voting sponsor investors in the private placement;~~Note

~~• “private~~On ~~placement~~March ~~shares”~~18, ~~are~~2026, Enhanced entered into a Working Capital Note with Apeiron providing for a line of credit commitment of up to ~~the~~$20.0 ~~Class A~~million, ~~ordinary~~bearing ~~shares~~interest ~~included~~at 5.0% per annum and maturing on September 18, 2027. In addition, in consideration for the ~~private~~commitment ~~placement~~thereunder, ~~units~~the ~~being~~lock-up ~~purchased~~restrictions byapplicable ~~our~~to ~~sponsor~~Apeiron, its affiliates and ~~non-voting~~certain ~~sponsor~~related ~~investors~~shareholders under the Transaction Support Agreement will cease to apply to specified shares in certain circumstances. As of the ~~private~~date ~~placement;~~of this prospectus, Enhanced Group has drawn $10.0 million from the Working Capital Note.

~~• “private~~Corporate ~~placement units” are to the units issued to our sponsor and CCM in a private placement simultaneously with the closing of this offering;~~Information

~~• “sponsor”~~Enhanced Group is toa ATexas ~~SPAC IV~~corporation. ~~(Holdings)~~Our ~~Corp.~~principal executive offices are located at 169 Madison Avenue, aSuite ~~British~~15101, ~~Virgin~~New ~~Islands~~York, ~~business~~New ~~company~~York ~~which~~10016. ~~was~~Our ~~incorporated~~website tois ~~invest~~located inat ~~our~~https://www.enhanced.com/. ~~company~~We do not incorporate the information contained on, asor ~~further~~accessible ~~discussed~~through, ~~under~~our ~~“Sponsor~~corporate ~~Information”~~website into this prospectus, ~~below;~~and you should not consider it part of this prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

~~• “rights”~~Emerging ~~are~~Growth toCompany ~~our public rights~~ and ~~private~~Smaller ~~placement~~Reporting ~~rights.~~Company Status

~~All~~We ~~references~~are inan ~~this~~“emerging ~~prospectus~~growth tocompany,” ~~shares~~as defined in Section 2(a) of Athe ~~Paradise~~Securities ~~Acquisition~~Act, ~~Corp.~~as ~~being~~modified ~~forfeited~~by ~~shall~~the ~~take~~JOBS ~~effect~~Act, asand ~~surrenders~~we ~~for~~may notake ~~consideration~~advantage of ~~such~~certain ~~shares~~exemptions asfrom avarious ~~matter~~reporting ofrequirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the ~~British~~auditor ~~Virgin~~attestation ~~Islands~~requirements ~~law.~~of ~~Any~~Section ~~conversion~~404 of the ~~Class B~~Sarbanes-Oxley ~~ordinary~~Act, ~~shares~~reduced ~~described~~disclosure inobligations ~~this~~regarding ~~prospectus~~executive ~~will~~compensation ~~take~~in ~~effect~~our asperiodic areports ~~redemption~~and ofproxy ~~Class B~~statements, ~~ordinary~~and ~~shares~~exemptions ~~and~~from anthe ~~issuance~~requirements of ~~Class A~~holding ~~ordinary~~a ~~shares~~nonbinding asadvisory avote ~~matter~~on executive compensation and stockholder approval of ~~the~~any ~~British~~golden ~~Virgin~~parachute ~~Island~~payments ~~law~~not previously approved.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

Our Company

We are a blank check company incorporated in the British Virgin Islands as a business company with limited liability and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry. There is no restriction on the geographic location for our target search, and it is our intent to pursue targets globally. Although there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that are in the leisure and entertainment sector, which we believe have an optimistic growth trajectory. However, we are not required to complete our initial business combination with a business in these industries and, as a result, we may pursue a business combination outside of these industries.

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~~Business~~Further, ~~Strategy~~Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or that do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We intend to elect not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We ~~will~~are ~~seek~~a tosmaller ~~capitalize~~reporting oncompany, ~~the~~as ~~experience~~defined ~~and~~in ~~networks of~~ the ~~members~~Exchange ~~of our management team: Mr. Claudius Tsang~~Act, ~~Mr. Ashley~~which ~~Bancroft,~~allows ~~Mr. Nathan~~us ~~Pau~~to ~~and~~take ~~Ms.~~advantage ~~Tracy~~of ~~Hui~~certain ~~Yin~~exemptions ~~Choi,~~from asdisclosure ~~well as our advisor~~requirements, ~~Mr.~~including ~~Kester~~reduced ~~Ng,~~disclosure toobligations ~~identify,~~regarding ~~evaluate~~executive ~~and~~compensation ~~acquire a target business. Our management team consists of professionals who have significant experience~~ in ~~both public and private companies. Members of~~ our ~~management~~periodic ~~and~~reports ~~our advisor also have experience in sourcing~~ and ~~evaluating~~proxy ~~potential~~statements. ~~investment~~In ~~opportunities as well as deal negotiation~~addition, ~~corporate~~for ~~finance,~~so ~~business~~long ~~operation~~as ~~and~~we ~~management.~~continue Weto ~~have~~qualify ~~developed~~as a ~~proprietary~~non-accelerated ~~network of relationships with business leaders~~filer, ~~investors and intermediaries that~~ we ~~believe~~are ~~can generate deal flow for us. However, our management team and our advisor’s past performance is~~ not anrequired ~~assurance that we will be able~~ to ~~identify~~comply anwith ~~appropriate~~the ~~candidate~~auditor ~~for~~attestation ~~our~~requirements ~~initial~~of ~~business~~Section ~~combination~~404(b) orof ~~achieve success with respect to~~ the ~~business~~Sarbanes-Oxley ~~combination we intend to consummate~~Act.

WeControlled ~~may~~Company pursue an initial business combination in any business or industry. If we elect to pursue an investment outside of our advisor or management team’s expertise, our management and director’s experience may not be directly applicable to its evaluation of the target company, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire. Despite the competitive advantages we believe we have, we remain subject to significant competition with respect to identifying and executing an acquisition transaction. Furthermore, none of our directors or management team is obligated to remain with the company after an acquisition transaction, and we cannot provide assurance that the resignation or retention of our current directors or management will be a term or condition in any agreement relating to an acquisition transaction.Exemption

~~Our~~Following ~~Founder~~the Business Combination, Apeiron and its affiliates together hold more than 50% of our voting power. As a result, we are a “controlled company” within the meaning of NYSE’s ~~Experience~~rules and will qualify for and rely on exemptions from certain corporate governance requirements. Under NYSE’s rules, a controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company. For so long as we remain a controlled company, we are not required to comply with certain corporate governance requirements, and are permitted to elect to rely, and may rely, on certain exemptions from certain corporate governance requirements, including:

We•our ~~are~~board ~~led~~of bydirectors ~~Mr. Claudius~~is ~~Tsang,~~not ~~who~~required ~~led~~to ~~Model~~be ~~Performance~~comprised ~~Acquisition~~of ~~Corp~~a ~~(“MPAC”),~~majority Aof ~~SPAC I~~independent ~~Acquisition Corp (“ASCA”), A SPAC II Acquisition Corp (“ASCB”) and JVSPAC Acquisition Corp (“JVSA”).~~directors;

In•our ~~March 2021,~~board ~~Mr. Claudius Tsang commenced his tenure as CEO and Chairman~~ of ~~Model~~directors ~~Performance~~is ~~Acquisition~~not ~~Corp.~~subject ~~(ticker~~to ~~symbol: “MPAC”), a Special Purpose Acquisition Company (“SPAC”) incorporated for~~ the ~~purposes~~compensation ofcommittee ~~effecting~~requirement; a business combination. MPAC completed its initial public offering in April 2021, generating aggregate proceeds of $57,500,000. On August 6, 2021, MPAC entered into a definitive agreement with Multimetaverse Inc. (ticker symbol: “MMV”), at a valuation of $300 million. MMV is an animation and ~~entertainment company based in China. The definitive agreement did not impose a minimum cash requirement.~~

In•we ~~connection~~are ~~with~~not ~~the~~subject ~~business combination, MPAC shareholders with an aggregate shareholding of 2,033,867 MPAC Class A Ordinary Shares exercised their right~~ to ~~redeem for cash. MMV also raised US$4.5 million from PIPE investors, which, together with~~ the ~~proceeds~~requirements ~~from~~that ~~non-redeeming~~director ~~MPAC~~nominees ~~shareholders,~~be ~~amounted~~selected toeither ~~approximately~~by ~~US$6.7 million in gross proceeds. Upon consummation of~~ the ~~business~~independent ~~combination,~~directors ~~MPAC~~or ~~changed~~a ~~its~~nomination ~~name~~committee tocomprised ~~“MULTIMETAVERSE~~solely ~~HOLDINGS LIMITED.” The shares~~ of ~~the~~independent ~~combined company began trading on January 5, 2023, on Nasdaq Global Market under the new ticker symbol “MMV”~~directors.

~~Mr. Claudius~~We ~~Tsang~~are ~~was~~relying ~~also~~on athese ~~co-founding~~exemptions ~~director~~such ofthat Aour ~~SPAC I~~board ~~Acquisition~~of ~~Corp.~~directors ~~(ticker~~is ~~symbol:~~not ~~“ASCA”),~~comprised ~~a SPAC incorporated in July 2020 for the purposes~~ of ~~effecting~~ a ~~business~~majority ~~combination.~~of ~~Mr. Tsang~~independent ~~served~~directors asand ~~the~~our ~~chief~~nominating ~~financial officer, chairman~~ and ~~chief~~corporate ~~executive~~governance ~~officer~~committee ofand ~~ASCA. ASCA~~compensation ~~completed~~committee ~~its~~are ~~initial~~not ~~public~~fully ~~offering~~comprised ~~on February 17, 2022, generating gross proceeds~~ of ~~$60,000,000.~~independent ~~On February 15~~directors, ~~2023,~~as ~~ASCA~~described ~~entered~~in ~~into~~the asection ~~definitive~~entitled ~~agreement with NewGenIVF Limited (ticker symbol:~~ “~~NIVF”),~~Management—Board anand ~~assisted~~Board ~~reproductive services (“ARS”) provider in Asia Pacific~~Committees. The definitive agreement did not impose a minimum cash requirement. On April 3, 2024, ASCA completed its initial business combination with NewGenIVF Limited (Nasdaq: NIVF) at a valuation of $50 million. NIVF is an assisted reproductive services (“ARS”) ~~provider~~As in Asia Pacific. In connection with the business combination, ASCA shareholders with an aggregate shareholding of 1,862,085 ASCA Class A Ordinary Shares exercised their right to redeem for cash. NIVF and ASCA also signed a ~~securities purchase agreement on February 29~~result, ~~2024, pursuant~~ to ~~which~~the ~~NIVF~~extent ~~has~~that ~~agreed~~we totake ~~issue~~advantage ~~and sell to JAK Opportunities VI LLC (“JAK”), an aggregate~~ of upthese ~~to $3~~exemptions,~~500,000~~ ~~principal~~stockholders ~~amount~~do ofnot ~~convertible~~have notes, consisting of two tranches (x) an initial tranche of up to $1,750,000 and including an original issue discount of up to aggregate $122,500, and (y) subsequent tranches of an aggregate principal amount of up to $1,750,000, including an original issue discount of up to aggregate $122,500. The initial tranche raised from JAK, together with the ~~proceeds~~same ~~from~~protections ~~non-redeeming~~afforded ~~ASCA shareholders, amounted~~ to ~~approximately~~stockholders ~~US$2.5 million in gross proceeds. Upon the consummation~~ of ~~the~~companies ~~business~~that ~~combination,~~are ~~ASCA~~subject ~~changed its name~~ to ~~“NewGenIvf~~all ~~Group Limited.” (ticker symbol: “NIVF”). The shares~~ of the ~~combined~~NYSE ~~company~~corporate ~~began~~governance ~~trading on April 4, 2024, on Nasdaq Global Market under the new ticker symbol “NIVF”~~requirements.

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~~JVSA~~The ~~(Nasdaq: JVSA) signed a merger agreement on April 8, 2024 with Hotel101 Global Ptd. Ltd, a hotel prop-tech operator, at a valuation of $2.3 billion.~~Offering

Mr. Tsang also contributed to the organization of A SPAC II Acquisition Corp (Nasdaq: ASCB), which is currently seeking to effect a business combination with prospective targets in the high-growth industries that apply cutting-edge technologies, such as proptech and fintech (the “New Economy Sectors”), with a preference for companies that promote ESG principles as well as an enterprise value of $800 million to $2 billion. ASCB initially had until August 5, 2022 or 15 months from its initial public offering to complete a business combination. On August 1, 2023, at its extraordinary general meeting of the shareholders, ASCB’s shareholders approved a proposal to amend and restate ASCB’s amended and restated memorandum and articles of association to, among other things, allow ASCB to extend the date by which it had to complete a business combination to August 5, 2024, or up to 27 months from its initial public offering. On July 23, 2024, ASCB held its extraordinary general meeting of the shareholders at which the shareholders voted on the proposal to amend and restate its amended and restated memorandum and articles of association to allow ASCB to extend the date by which it has to consummate a business combination from August 5, 2024 to August 5, 2025. As of the date of this prospectus, ASCB is in search of business combination targets and has approximately $[•] million remaining in the Trust Account. ASCB has not identified a target business, and it intends to pursue prospective targets in the New Economy sector with a preference for companies that promote ESG principles. This may present a partial overlap with our prospective target industry, which will initially be leisure and entertainment sector, as these industries may apply certain advanced technology, presenting a conflict of interest. Moreover, both ASCB and our company may consider opportunities outside of the initial focus industry, further increasing the potential for conflicts. Mr. Tsang has a pre-existing fiduciary obligation to present potential target businesses to ASCB, and will therefore present any potential target businesses to it prior to presenting them to us.


Issuer						Enhanced Group Inc. On May 7, 2026, A Paradise Acquisition Corp. effected a discontinuation under the BVI Business Companies Act and a domestication under Section 10.101 of the Texas Business Organizations Code, pursuant to which its jurisdiction of incorporation will be changed from the BVI to the State of Texas. In connection with the Business Combination, the registrant changed its name to “Enhanced Group Inc.”

Offering and Resale of Class A common stock
Shares of Class A common stock offered by the Selling Securityholders						Up to an aggregate of 61,704,115 shares of Class A common stock, par value $0.0001 per share, consisting of (i) 58,887,030 shares issued upon consummation of the Business Combination, (ii) 2,000,080 shares of Class A common stock issuable upon the exercise of SAFE Warrants and (iii) 817,005 shares of Class A common stock issuable upon the exercise of Consultant Warrants.

Shares of Class A common stock outstanding						As of the Closing Date, 122,230,453 shares of Class A common stock are outstanding.

Use of proceeds						We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders pursuant to this prospectus. However, we may receive proceeds from the exercise of the SAFE Warrants and Consultant Warrants to the extent such warrants are exercised for cash, although we will not receive any proceeds from the resale of the shares issued upon any such exercise.

Lock-up restrictions						Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Plan of Distribution—Lock-up Restrictions” for further discussion.

NYSE ticker symbol						“ENHA” for Class A common stock.

Mr. Tsang also contributed to the organization of A SPAC III Acquisition Corp (Nasdaq: ASPC), which is currently seeking to effect a business combination with prospective targets. ASPC has not identified a target business, and it intends to pursue prospective targets that are in the Environmental, Sustainability and Governance (ESG) and material technology sector with an enterprise value between $100,0000,000 and $600,000,000. This presents a partial overlap with our prospective target industry, which will initially focus on the leisure and entertainment sector, as certain targets within these industries may share characteristics, objectives, or strategic alignments with targets within ASPC’s initial industry target. For example, some leisure and entertainment targets may have an ESG mandate, which could potentially create a conflict of interest. Moreover, both ASPC and our company may consider opportunities outside of the initial focus industry, further increasing the potential for conflicts. Mr. Tsang has a pre-existing fiduciary obligation to present potential target businesses to ASPC, and will therefore present any potential target businesses to it prior to presenting them to us.

Mr. Tsang has also served as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp, a SPAC incorporated for the purposes of effecting a business combination, since February 2022 and March 2022, respectively. A SPAC (HK) Acquisition Corp has discontinued its listing process and there is no intention to further pursue the listing.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other SPACs and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Such competition may reduce the number of potential acquisition targets available to us and negatively impact the acquisition terms that we are able to negotiate. For additional information, see “Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the fund in the trust account that are available for distribution to public shareholders and our rights will expire worthless.” on page 62.

Our Management Team

Mr. Claudius Tsang has served as our Chief Executive Officer, Chief Financial Officer and Chairman since November 2022. Mr. Tsang has over 20 years of experience in capital markets, with a strong track record of success in private equity, M&A transactions, and PIPE investments. Since 2022, Mr. Tsang has been the non-executive

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~~director~~SUMMARY ofRISK Unity Group Holdings International Limited (SEHK:1539), a publicly listed investment company engages in the leasing and trading of energy-saving products in Hong Kong. In 2022, Unity Group faced financial challenges and implemented a scheme of arrangement to restructure its debt. Following a series of restructuring actions completed in June 2023, Unity Group is solvent with a positive shareholders’ equity and has resumed normal business operation. During his 15-year career at Templeton from 2005 to 2007 and from 2008 to 2020, Mr. Tsang served in various positions, including Co-head of Private Equity (North Asia) at Templeton Asset Management Limited and a Partner of Templeton Private Equity Partners, Partner, Senior Executive Director, and Vice President. Mr. Tsang was responsible for the overall investment, management, and operations activities of Templeton Private Equity Partners in North Asia. His role encompassed overseeing the analysis and evaluation of opportunities for strategic equity investments in Asia. From July 2007 to May 2008, Mr. Tsang joined Lehman Brothers, where he managed private equity projects in Hong Kong, China, Taiwan and the United States. Mr. Tsang served as the Chief Executive Officer and Chairman of Model Performance Acquisition Corp. from March 2021 and July 2021 respectively, until it closed its business combination with MultiMetaVerse Inc. in January 2023. He has served, since September 2021, as the Chief Executive Officer, and since July 2024, as the Chief Financial Officer and Chairman of A SPAC III Acquisition Corp. He previously served as the Chief Executive Officer and in June 2021 became the Chief Financial Officer of JVSPAC Acquisition Corp. Mr. Tsang has served, from April 2021, as the Chief Executive Officer, and from July 2021, as the Chairman and Chief Financial Officer of A SPAC I Acquisition Corp, until it closed its business combination with NewGenIvf Group Limited in April 2024. He has served as the Chief Financial Officer of A SPAC II Acquisition Corp since July 2021 and as the Director and Chief Executive Officer of A SPAC (HK) Acquisition Corp since February 2022 and March 2022, respectively. From February 2024 to July 2024, Mr. Tsang served as a director of International Media Acquisition Corp. Mr. Tsang served as a director of the CFA Society of Hong Kong from 2013 to 2019. Mr. Tsang obtained a postgraduate certificate in sustainable business from the University of Cambridge in 2023, a Master of Business Administration from the University of Chicago Booth School of Business in 2017, a bachelor’s degree in law from Tsinghua University in 2005, and a bachelor’s degree in engineering from the Chinese University of Hong Kong in 1998. Mr. Tsang is also a CFA charter holder and a Certified ESG Analyst (CESGA) certification holder. We believe that Mr. Tsang is qualified to serve on our board of directors based on his experience and expertise.FACTORS

~~Mr. Ashley~~You ~~Bancroft~~should ~~will~~consider ~~serve~~all ~~as an independent Director on our board of directors after~~ the ~~effective~~information ~~date~~contained ofin ~~the registration statement of which~~ this prospectus ~~is a part. Mr. Bancroft is a practising Chartered Accountant and since September 2019 he has served as a Partner of H&Hendricks LLP~~ in ~~London,~~deciding United Kingdom. He is responsible for developing client partnerships, advising on the transformation and positioning of businesses and assisting in the preparation of business models, business plans, and investment memorandums. Since July 2019, Mr. Bancroft has also served as an Interim Finance Director/Advisory Board Member of JAJA Capital Ltd, a family office based in the Isle of Man, where he is advises on strategy, financial management and governance for portfolio company investments. Mr. Bancroft has served multiple roles at ICTS (UK) Limited, including Managing Director, UK & Ireland and Financial Director, UK & Ireland from 2015 to ~~2019~~invest ~~and 2011 to 2014, respectively. He previously served as Interim Head of Finance, UK & Ireland~~ in ~~2010,~~our ~~and~~securities ~~Finance~~offered ~~Manager,~~under ~~UK &~~this ~~Ireland from 2008 to 2010~~prospectus. ~~From~~In ~~2005 to 2008~~particular, heyou ~~served~~should asconsider ~~Group Accountant/Interim Financial Controller at WSP Global Inc in London, United Kingdom. Mr. Bancroft obtained a Master of Business Administration from~~ the ~~University~~risk offactors ~~Chicago~~described ~~Booth~~under ~~School~~“Risk ~~of Business in 2017, and Postgraduate Diploma in Strategy & Innovation (PGDip) from Saïd Business School, University of Oxford in 2015~~Factors.” HeSuch isrisks ~~a Chartered Director and Fellow at the Institute of Directors (CDir) since 2019~~include, anbut ~~Associate~~are ofnot ~~the~~limited Institute of Chartered Accountants in England & Wales (ACA) since 2018, an Associate Member of the Association of Corporate Treasurers (AMCT) since 2012, and a Fellow of the Association of Chartered Certified Accountants (FCCA) since 2008. We believe that Mr. Bancroft is qualified to: ~~serve on our board of directors based on his extensive background in financial management and strategic advisory roles.~~

~~Mr. Nathan~~Risks ~~Pau~~relating will serve as an independent Director on our board of directors after the effective date of the registration statement of which this prospectus is a part. Since January 2025, Mr. Pau has served as Finance Manager at Bellamy’s Organic Pty Ltd. He is responsible for accounting and technical support. From March 2023 to ~~January 2025, Mr. Pau served as Senior Financial & System Accountant at Sigma Healthcare Limited in Melbourne, Australia. He was responsible for preparing and reviewing of statutory~~ financial ~~statements, balance sheet reconciliations,~~ and ~~facilitating~~capital ~~month end processes. From May 2022 to March 2023~~needs, he served as Audit Manager at Deloitte Touche Tohmatsu in Melbourne, Australia. During his tenure, he was involved in leading and managing engagements, project budgeting and planning, and servicing clients from various industries such as healthcare, education service providers, hospitality, agriculture and manufacturing. He previously served as Audit Manager at Deloitte Touch Tohmatsu in Hong Kong from April 2018 to May 2022. From January 2016 to March 2018, Mr. Pau served as Audit Senior (II) at including:

•Enhanced Group will need to raise additional capital to support its growth initiatives, and such capital may not be available on economically favorable terms, if at all.

•Any future equity offerings or other financing arrangements, options, top-up awards and/or warrant exercises may dilute shareholders’ ownership and adversely affect the market price of the Class A common stock.

•The $1.2 billion valuation of Enhanced in connection with the Business Combination was not established through an arm’s-length negotiation or a market-tested process and may not reflect the market value of Enhanced Group following the Business Combination.

Risks relating to operating as a public company, including:

•Enhanced Group’s Board and management have limited public-company experience and may face challenges building an experienced, independent board.

•Enhanced identified material weaknesses in its internal control over financial reporting prior to the Business Combination, and if Enhanced Group cannot effectively remediate them, experiences additional weaknesses, or otherwise fails to maintain effective internal controls, Enhanced Group may be unable to accurately report its financial condition or results of operations.

•Enhanced Group incurred increased costs and became subject to additional regulations and requirements as a result of becoming a public company.

Risks relating to the business model, commercial operations and operating market, including:

•Enhanced Group has an unproven business model, limited operating history and a lack of revenue, and it is difficult to evaluate Enhanced Group’s prospects.

•The market for Enhanced Group’s sporting events and related products is unproven, and demand may not develop or be sustained, adversely affecting its business and results.

•Aspects of Enhanced Group’s business may be viewed as controversial, which could subject it to increased scrutiny, negative publicity and reputational harm and could adversely affect its business.

•The controversial nature of Enhanced Group’s business may limit analyst coverage and institutional investor participation, which could adversely affect the trading price and liquidity of its securities.

•Geopolitical instability and armed conflict in the Middle East could disrupt Enhanced Group’s activities in the U.A.E., which could adversely affect its business.

Risks relating to legal and regulatory obligations:

•Evolving laws and regulations on performance-enhancing substances, sporting rules and related licensing could materially affect Enhanced Group’s ability to stage events and operate its business.

•International expansion would expose Enhanced Group to complex and evolving laws, and failure to secure or maintain required approvals could prevent it from staging events or offering services abroad.

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~~Crowe~~•Injuries ~~(HK)~~or ~~CPA~~adverse ~~Limited.~~health ~~From~~outcomes ~~June 2014 to October 2015, Mr. Pau served as Audit associate (II)~~ at ~~Vision~~events ~~A.S. CPA~~or ~~Limited.~~through Hethe ~~obtained~~Live aEnhanced ~~Bachelor~~platform ofcould ~~Commerce~~expose ~~from~~Enhanced ~~Deakin~~Group ~~University~~to insignificant ~~Melbourne~~liability, ~~Australia,~~regulatory inscrutiny ~~2013. He is a qualified CPA~~ and ~~member~~reputational ~~of CPA Australia since 2014~~harm. ~~We believe that Mr. Pau is qualified to serve on our board of directors based on his experience in financial accounting, auditing and management.~~

~~Ms.~~•Enhanced ~~Tracy~~Group ~~Hui~~may ~~Yin~~face ~~Choi~~litigation will serve as an independent Director on our board of directors after the effective date of the registration statement of which this prospectus is a part. Since April 2025, Ms. Choi has served as Associate at Mercer Health & Benefits LLC. She is responsible for leading projects and ~~providing~~regulatory ~~financial~~challenges consulting services to clients. From January 2019 to April 2025, Ms. Choi served as Senior Financial Auditor (Financial Compliance) for LA Care Health Plan. She was responsible for leading financial audits for contracted health plans and medical providers and overseeing compliance and monitoring performance of plan partners and contracted medical groups. She previously served as Senior Financial Analyst (MPSS) at LA Care Health Plan from ~~December 2017~~incumbent tosports ~~January 2019~~bodies, ~~where~~competitors ~~she managed the recording~~ and ~~reconciliation~~regulators ofthat ~~MCLA~~could ~~and~~delay ~~supplemental~~or ~~benefits~~prevent ~~revenue from the State~~events, ~~and~~force ~~delivered~~changes financial analysis for executive review. Ms. Choi served as Senior Accountant in multiple firms, including Apex System Inc. in 2017, Blue Shield of California affiliated Care 1st Health Plan from 2013 to ~~2017,~~its ~~and~~business ~~Grant Thornton from 2010 to 2012. She obtained a Master of Science in Health Care Administration from California University of East Bay in 2023~~model, ~~and~~or aharm ~~Bachelor~~its of Business Administration (Honors) in Accountancy at the Hong Kong Polytechnic University in 2008. She has been a Certified Public Accountant on the California Board of Accountants since 2021. We believe that Ms. Choi is qualified to serve on our board of directors based on her expertise in the financial ~~audit~~condition and ~~analysis space, having served in senior roles at various firms~~reputation.

~~Advisors~~•Any actual or alleged non-compliance with existing laws, regulations, sporting rules, permits or safety requirements applicable to the Enhanced Games, athlete participation in the Enhanced Games, Live Enhanced or the Clinical Research Study could materially adversely affect Enhanced Group’s business, financial condition and results of operations.

~~Kester~~Risks Ngrelating will serve as an advisor after the effective date of the registration statement of which this prospectus is a part. Since August 2024, he has served as Co-Chief Executive Officer of Black Spade Acquisition II Co (Nasdaq: BSII). In January 2025, Black Spade Acquisition II Co announced it has entered into a business combination agreement with The Generation Essentials Group (formerly known as World Media and Entertainment Universal Inc.), a global media and entertainment company. Since 2014, Mr. Ng has served as the Chief Executive Officer of GRE Investment Advisors Limited, a company providing private equity investment advisory and asset management services to institutions, ultra-high net worth individuals and family offices. GRE is licensed by the Hong Kong Securities & Futures Commission (“SFC”) to provide investment advisory and asset management services, under type 4 (Advising on Securities) and Type 9 (Asset Management) licenses. Mr. Ng is also a Managing Partner of the NM Strategic Focus Fund I and II, which are both private equity funds with a focus on making direct investments and providing growth capital to companies in the areas of technology, fintech, health ~~care and consumer services in Asia Pacific and the Greater China region. Private Equity Investee companies include the likes of Lufax (“LU US EQUITY”)~~, ~~Ping An Health and Technology (“1833 HK”) and Animoca Brands. He previously served as Co-Chief Executive Officer of Black Spade Acquisition Co~~safety, ~~which consummated a business combination with VinFast Auto Pte. Ltd. in August 2023. From 2006 to 2013, Mr. Ng worked at J.P. Morgan where he was the Chairman~~ and ~~Head~~ethics of ~~Equity Capital & Derivatives Markets for the whole Asia Pacific region (including Japan and Australia)~~operations, responsible for raising capital for both public and private companies via initial public offerings, equity-linked offerings and pre-IPO transactions. Prior to J.P. Morgan, Mr. Ng served as the Managing Director and Head of Greater China Equity Capital Markets at Merrill Lynch and worked there from 1995 to 2006 in London and Hong Kong. Over his professional career, Mr. Ng is one of the most senior ECM bankers in the Asia Pacific Region, having completed a significant number of IPOs, equity and equity-linked transactions. His experience includes more than 100 IPOs, pre-IPOs and equity linked transactions for Asia Pacific companies, raising over $100 billion on the major stock exchanges globally, including: Hong Kong, NYSE, NASDAQ, London and Singapore. He completed the Agricultural Bank of China’s $22 billion dual listed Hong Kong and Shanghai IPO in 2010, which was the largest IPO globally ever at the time. Mr. Ng also served as a director of the boards of both J.P Morgan Securities (Asia Pacific) Limited and J.P. Morgan Broking (Hong Kong) Limited. In addition, he also previously served as a Hong Kong SFC Responsible Officer as well as a Hong Kong Monetary Authority Executive Officer. Mr. Ng has a bachelor’s degree in medical sciences from the University of Nottingham Medical School, United Kingdom.

~~Past~~•Enhanced ~~performance~~Group’s ~~of our management team, advisor or their affiliates is not a guarantee either (i) of success with respect to any~~ business ~~combination~~depends ~~we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely~~ on the ~~historical~~continued ~~performance~~service ~~record~~ of ~~our~~experienced management ~~team,~~and ~~advisor~~specialized ormedical ~~their~~talent, ~~affiliates as indicative of our future performance. Our officers~~ and ~~directors~~its ~~may~~growth ~~have~~requires ~~conflicts~~it ~~of interest with other entities~~ to ~~which~~attract ~~they~~and ~~owe~~retain ~~fiduciary~~additional orqualified ~~contractual~~personnel. ~~obligations with respect to~~

•Allowing athletes to use performance-enhancing substances, even if FDA-regulated, poses health, quality-control and regulatory risks that could result in injury, litigation and reputational harm.

•Ethical and public-perception risks regarding performance-enhancing substance use in competitions could reduce participation and viewership, deter partners, prompt increased regulation and materially harm Enhanced Group’s business.

Risks relating to competition and industry opposition, including:

•Enhanced Group faces intense competition from established sports organizations and other entertainment providers. This increased competition could reduce demand for the Enhanced Games and Enhanced Group’s other products and services.

•Bans or sanctions by traditional sports organizations could deter athletes and key talent, diminishing event appeal and harming Enhanced Group’s business.

•If venues, broadcasters, sponsors or key providers withdraw or refuse to work with Enhanced Group due to pressure, regulation or reputational concerns, its events could be delayed or canceled and its business materially harmed.

•Coordinated actions by sports federations, anti-doping and public-health bodies, and advocacy groups could lead to restrictions that limit Enhanced Group’s operations, increase costs, damage its reputation and impede growth.

Risks relating to share class structure, including:

•Enhanced Group’s dual-class share structure concentrates voting power and may adversely affect governance and share value.

•Apeiron’s anticipated supermajority ownership and rights under the Sponsor Equity Agreement may further strengthen its influence over Enhanced Group.

•Enhanced Group’s dual-class voting structure may render its Class A common stock ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of its Class A common stock.

•Because Enhanced Group is a “controlled company” as defined in the NYSE listing standards, its shareholders may not have protection of certain corporate governance requirements which otherwise are required by NYSE’s rules.

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~~initial~~ ~~business~~RISK combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”FACTORS

WeIn ~~believe~~addition ~~our~~to ~~management team and our advisors have~~ the ~~skills~~other ~~and~~information ~~experience~~contained toin ~~identify~~this prospectus, ~~evaluate~~including ~~and~~the ~~consummate~~matters aaddressed ~~business~~under ~~combination~~the ~~and~~heading is“Cautionary ~~positioned~~Statement toRegarding ~~assist~~Forward-Looking ~~businesses we acquire. However~~Statements”, ~~our~~you ~~management~~should ~~team~~carefully ~~and~~consider ~~our~~the ~~advisors’~~following ~~network~~risk ~~and~~factors ~~investing~~before ~~and~~making ~~operating~~an ~~experience~~investment dodecision ~~not guarantee a successful initial business combination. The members of our management team and our advisors are not required to devote any amount of time to our business and are concurrently involved~~ with ~~other~~respect businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to usthe ~~until~~securities ~~our~~offered ~~initial~~by ~~business~~this ~~combination is completed~~prospectus.

~~Acquisition~~Unless ~~Criteria~~the context otherwise requires, all references in this subsection to the “Company,” “we”, “us” or “our” refer to the business of Enhanced and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Enhanced Group and its subsidiaries following the consummation of the Business Combination.

WeRisks ~~have~~Related ~~identified~~to the ~~following~~Company’s ~~general~~Financial ~~criteria~~ and ~~guidelines~~Capital that we believe are important in evaluating prospective targets. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Qualities we look for in identifying SPAC merger companies include but are not limited to the following:Needs

~~Strong~~The ~~Management. We~~Company ~~are~~will ~~looking~~need ~~for~~to ~~proven~~raise ~~management~~additional ~~with~~capital ato ~~track~~support ~~record~~its ofgrowth ~~executing~~initiatives, and ~~growing~~such ~~platforms~~capital ~~who~~may ~~can~~not ~~credibly~~be ~~operate~~available ~~within~~on ~~public~~economically ~~markets~~favorable terms, if at all. This could hamper the Company’s growth and adversely affect its business.

~~Advantages~~The Company’s business plan is to ~~being~~organize asporting ~~public~~events ~~company. We~~and ~~intend~~related media content, offer attractive athlete compensation and provide state-of-the-art medical profiling for competing athletes, as well as to ~~seek~~provide ~~companies~~telehealth ~~that~~operations, ~~would~~merchandising ~~benefit~~and ~~from~~other ~~being~~direct-to-customer ~~part~~products. The planning, organization and broadcasting of the ~~public~~Company’s sporting events is expected to require significant capital ~~markets~~investment. ~~Such~~In ~~benefits~~addition, ~~could~~the ~~include~~Company’s ~~greater~~direct to consumer activities, ~~more~~depending ~~efficient~~on their scale, may also require capital investment. There can be no assurance that the Company will have access to ~~equity~~the capital it needs when required, either on favorable terms or ~~debt~~at all. If the Company cannot raise required capital when necessary, its financial condition, business, prospects and operations could be materially adversely affected. The Company may raise funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, covenants that restrict the Company’s business or other unfavorable terms. The Company may also raise funds through the sale of equity securities, which could dilute its shareholders. In particular, as a ~~currency~~result of redemptions by A Paradise shareholders in connection with the Business Combination, the Company may require additional funding in order to ~~better~~fund ~~execute~~critical aspects of its operations, which could have a ~~consolidation~~material adverse effect on the Company’s business, financial condition and results of operations. For more information, see “Risk Factors—Risks Related to the Company’s Financial and Capital Needs—Any future equity offerings or ~~roll~~other financing arrangements, options, top-up ~~strategy~~awards and/or awarrant ~~public~~exercises ~~stock~~may todilute ~~better~~shareholders’ ~~attract~~ownership and ~~retain~~adversely ~~employees~~affect the market price of the Class A common stock”.

~~Competitive~~Our ~~advantage. We~~current ~~intend~~cash toand ~~look~~cash ~~for~~equivalents ~~companies~~are ~~whose~~insufficient ~~products~~to ~~and~~fund ~~services~~our ~~are~~operations ~~defensible~~ and ~~afford~~there ais ~~differentiation~~substantial ~~solution~~doubt about our ability to ~~customers~~continue as a going concern.

~~These~~We ~~criteria~~have ~~are~~incurred ~~not~~substantial ~~intended~~losses tofrom beoperations ~~exhaustive.~~since ~~Any~~inception ~~evaluation~~and ~~relating~~expect to continue to incur operating losses for the ~~merits~~foreseeable offuture aas ~~particular~~we ~~initial~~prepare ~~business~~for ~~combination~~the ~~may~~inaugural beEnhanced ~~based~~Games, continue to develop and commercialize the ~~extent~~Live ~~relevant,~~Enhanced onplatform ~~these~~and ~~general~~fund ~~guidelines~~our aspublic ~~well~~company ascosts. ~~other~~As ~~considerations~~of March 31, ~~factors~~2026, the Company had $12.8 million in cash and ~~criteria~~cash ~~that~~equivalents ~~our~~and, ~~management~~following ~~may~~the ~~deem~~consummation ~~relevant~~of the Business Combination, the Company will receive net proceeds of approximately $3 million. WeBased ~~may~~on ~~decide~~our tocurrent ~~enter~~cash ~~into~~and cash equivalents and expected operating cash requirements, management has concluded that there is substantial doubt about our ~~initial~~ability ~~business~~to ~~combination~~continue ~~with~~as a ~~target~~going ~~business~~concern ~~that~~for ~~does~~one ~~not~~year ~~meet~~after the ~~above~~date ~~criteria~~the ~~and~~condensed ~~guidelines~~consolidated financial statements included in this prospectus were issued.

~~Acquisition~~Our ~~Process~~condensed consolidated financial statements as of and for the three months ended March 31, 2026, included in this prospectus have been prepared assuming that we will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. Our ability to continue as a going concern depends on our ability to obtain additional capital through equity or debt financings, strategic transactions or other sources of liquidity. We may not be able to obtain additional financing on acceptable terms, or at all. If we are unable to raise sufficient additional capital when needed, we may be required to delay, reduce or eliminate certain planned operations, including activities relating to the Enhanced Games or the Live Enhanced platform, or otherwise curtail or cease operations. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations and could cause investors to lose all or part of their investment.

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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WeAny ~~will~~future ~~provide~~equity ~~our~~offerings ~~public shareholders with the opportunity to redeem all~~ or aother ~~portion~~financing ofarrangements, their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approvaloptions, wetop-up ~~will~~awards ~~complete our initial business combination only if we receive an ordinary resolution under British Virgin Islands law~~ and/or ~~our~~warrant ~~amended~~exercises ~~and~~may ~~restated~~dilute ~~memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such~~ shareholders’ ~~as,~~ownership being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and ~~will~~adversely beaffect ~~based on a variety of factors such as~~ the ~~timing~~market ofprice ~~the transaction and whether the terms~~ of the ~~transaction~~Class ~~would~~A ~~require~~common ~~us to seek shareholder approval under applicable law or~~ stock ~~exchange listing requirement~~.

WeOnce ~~have until~~ the ~~date~~Company ~~that~~ is ~~24 months~~eligible ~~from the closing of this offering or until such earlier liquidation date as our board of directors may approve,~~ to ~~consummate~~do ~~our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period~~so, weit ~~may~~intends ~~seek shareholder approval~~ to ~~amend~~file ~~our~~a ~~amended~~registration ~~and~~statement ~~restated~~with ~~memorandum and articles of association to extend~~ the ~~date~~SEC byon ~~which~~Form weS-8 ~~must~~providing ~~consummate our initial business combination. If we seek shareholder approval~~ for anthe ~~extension,~~registration ~~holders~~ of ~~public~~ shares ~~will be offered an opportunity to redeem their shares, regardless~~ of ~~whether~~Class ~~they~~A ~~abstain,~~common ~~vote~~stock ~~for,~~issued or ~~vote~~reserved ~~against,~~for ~~our~~issuance ~~initial~~under ~~business~~its ~~combination,~~compensation atplans. aSubject ~~per share price, payable in cash, equal~~ to the ~~aggregate~~satisfaction ~~amount~~of ~~then~~vesting onconditions ~~deposit~~and in the ~~trust~~expiration ~~account,~~of ~~including~~any ~~interest~~applicable ~~earned~~lock-up ~~thereon~~agreements, ~~(less~~such ~~taxes~~securities ~~payable),~~registered ~~divided~~under by the ~~number~~registration ofstatement ~~then~~on ~~issued~~Form ~~and~~S-8 ~~outstanding~~will ~~public~~be ~~shares,~~available ~~subject~~for toresale ~~the~~immediately ~~limitations~~in ~~and on~~ the ~~conditions~~public ~~described~~market ~~herein~~without restriction.

IfFormer weEnhanced ~~are~~shareholders ~~unable~~and ~~to complete our initial business combination within 24 months from~~ the ~~closing~~Sponsor ofare ~~this~~subject ~~offering and do not hold a shareholder vote~~ to ~~amend~~staged ~~our~~lock-up ~~amended~~releases ~~and~~following ~~restated memorandum and articles of association to extend~~ the ~~amount~~Business ~~of time we will have to consummate an initial business combination~~Combination, orwhich bypermit ~~such earlier liquidation date as our board of directors may approve, from~~ the ~~closing~~sale of ~~this~~additional ~~offering,~~Class weA ~~will~~common ~~redeem~~stock ~~100%~~into of the public ~~shares~~market at avarious ~~per~~times ~~share~~after ~~price,~~Closing. ~~payable~~In ~~in cash~~addition, ~~equal~~this toregistration ~~the~~statement ~~aggregate~~covers ~~amount~~not ~~then~~only onshares ~~deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000~~ of ~~interest~~Class ~~income~~A tocommon ~~pay~~stock ~~dissolution~~currently ~~expenses)~~outstanding, ~~divided~~but byalso ~~the~~shares ~~number~~ of ~~then~~Class ~~issued~~A ~~and~~common ~~outstanding~~stock ~~public~~issuable ~~shares,~~upon ~~subject~~exercise toof the ~~limitations~~SAFE Warrants and on the ~~conditions~~Consultant ~~described herein~~Warrants. WeThe ~~expect~~issuance ~~the~~and ~~pro~~resale ~~rata redemption price to be approximately $10.00 per public share (regardless~~ of ~~whether~~such ~~or not the underwriters exercise their over-allotment option)~~shares, ~~without taking into account any interest~~ or ~~other~~the ~~income~~perception ~~earned~~that on such ~~funds.~~issuances Inand ~~certain~~resales ~~circumstances, our public shareholders~~ may ~~receive~~occur, ~~less~~could ~~than~~increase ~~$10.00 per share on~~ the ~~redemption~~number of ~~their~~ shares. ~~See~~of ~~“Risk~~Class ~~Factors — If~~A ~~third~~common ~~parties~~stock ~~bring~~eligible ~~claims~~for ~~against~~sale ~~us,~~into the ~~proceeds~~public ~~held~~market inand ~~the~~adversely ~~trust~~affect ~~account could be reduced and~~ the ~~per-share~~market ~~redemption~~price amount received by shareholders may be less than $10.00 per share” and other risk factors described in this “Risk Factors” section. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of ~~claims~~Class ofA ~~creditors,~~common ~~which may take priority over the claims of our public shareholders~~stock.

IfFurther, wethe doCompany is not ~~complete~~restricted ~~our~~from ~~initial~~issuing ~~business~~additional ~~combination~~Enhanced ~~within~~Group ~~the~~common ~~completion window~~stock, ~~while~~including wesecurities dothat ~~not~~are ~~currently~~convertible ~~intend~~into toor ~~seek~~exchangeable ~~shareholder~~for, ~~approval~~or tothat ~~amend~~represent ~~our~~the ~~amended~~right ~~and~~to ~~restated~~receive, ~~memorandum~~Enhanced ~~and~~Group ~~articles~~common ofstock. ~~association~~As toa ~~extend~~result, ~~the~~from ~~amount of~~ time ~~we will have~~ to ~~consummate an initial business combination~~time, ~~we may elect to do so in~~ the ~~future.~~Company ~~There~~may isconsider noraising ~~limit~~capital onthrough the ~~number~~sale of ~~extensions~~securities. ~~that~~The weCompany ~~may~~could ~~seek.~~issue Ifadditional weEnhanced ~~determine~~Group ~~not~~common tostock or ~~are~~offer ~~unable~~debt toor ~~extend~~other ~~the~~equity ~~time~~securities, ~~period~~including tosenior ~~consummate our initial business combination~~ or ~~fail~~subordinated tonotes, ~~obtain~~debt ~~shareholder~~securities ~~approval~~convertible tointo ~~extend~~equity ~~the~~or ~~completion~~preferred ~~window,~~shares. ~~our~~The ~~sponsor’s~~issuance ~~investment~~of inadditional ~~our~~Enhanced ~~founder~~Group ~~shares,~~common ~~private~~stock ~~placement~~or ~~shares~~the ~~and~~issuance ~~our~~of ~~private~~convertible ~~placement~~securities ~~rights~~could ~~will~~dilute ~~be worthless, except to~~ the ~~extent~~ownership ~~they~~interest ~~receive~~of ~~liquidating~~existing ~~distributions~~shareholders. ~~from~~Debt ~~assets~~securities ~~outside~~convertible ~~the~~into ~~trust~~equity ~~account.~~could ~~Additionally,~~also webe ~~will~~subject ~~repay up~~ to ~~$300,000~~adjustments in ~~loans~~the ~~made~~conversion toratio uspursuant byto ~~our~~which ~~sponsor~~certain toevents ~~cover~~may ~~offering-related~~increase ~~and~~the ~~organizational~~number ~~expenses.~~of Weequity ~~will~~securities ~~repay~~issuable ~~any~~upon ~~loans~~conversion. ~~which~~Preferred ~~may~~shares, beif ~~made~~issued, bycould ~~our~~have ~~sponsor~~a orpreference anwith ~~affiliate~~respect ofto ~~our~~liquidating ~~sponsor~~distributions or ~~certain~~a ofpreference ~~our~~with ~~directors~~respect ~~and officers~~ to ~~finance~~dividend ~~transaction~~payments ~~costs~~that incould ~~connection~~limit ~~with~~the anCompany’s ~~intended~~ability ~~initial~~to ~~business~~pay ~~combination;~~dividends up to ~~$1,500,000~~the holders of ~~such~~Enhanced ~~loans~~Group ~~may~~common bestock. ~~convertible~~Similarly, ~~into~~any ~~private~~debt ~~placement~~incurred ~~units~~may atinclude acovenants ~~price~~that ofcould ~~$10.00~~restrict ~~per unit at~~ the ~~option~~operations of the ~~lender. Following the consummation of this offering~~Company, weand ~~will~~therefore ~~also~~affect ~~reimburse~~its ~~our sponsor~~business, ~~directors,~~results ~~advisors or officers, or our or any~~ of ~~their~~operations ~~respective~~and ~~affiliates~~value ~~for any out-~~of~~-pocket~~ ~~expenses~~its ~~related~~common ~~to identifying, investigating and completing an initial business combination~~stock.

~~Nasdaq~~The ~~rules~~market ~~require~~price ~~that~~of wethe ~~must~~Class ~~complete~~A ~~one~~common orstock ~~more~~could ~~business~~decline ~~combinations~~as ~~having~~a result of such an ~~aggregate~~offering ~~fair~~and ~~market~~from ~~value~~other ofsales, ator ~~least~~the ~~80%~~perception of ~~the~~sales, ~~value~~of a large block of ~~the~~Enhanced ~~assets~~Group ~~held~~common stock or similar securities in the ~~trust~~market ~~account~~after ~~(excluding~~an ~~the~~offering. ~~deferred~~The ~~underwriting~~decision ~~commissions~~to ~~and~~issue ~~taxes~~securities ~~payable~~in any future offering will depend on market conditions and other factors beyond the ~~interest~~Company’s ~~earned~~control, onwhich may adversely affect the ~~trust~~amount, ~~account).~~timing ~~Our~~or ~~board~~nature of ~~directors~~future ~~will~~offerings. ~~make~~As a result, holders of the ~~determination~~Enhanced asGroup tocommon stock bear the ~~fair~~risk that the Company’s future offerings may reduce the market ~~value~~price of ~~our~~the ~~initial~~Class ~~business~~A ~~combination.~~common Westock ~~are~~and ~~not~~dilute ~~prohibited~~their ~~from~~percentage ~~pursuing~~ ownership.

If the proceeds from the Private Placement Investment, together with other available funds from the Business Combination or otherwise, prove insufficient, and alternative financing commitments are not secured, the Company may not have sufficient funds to implement its business plan, or may be required to seek financing on terms that are less favorable.

In connection with the Business Combination, the Company entered into the Private Placement Investment, pursuant to which it issued SAFEs to certain investors for aggregate gross proceeds of $40,002,054. Each SAFE automatically converted, immediately prior to Closing, into Enhanced common shares, which were then exchanged alongside the other Enhanced common shares for shares of Class A common stock. The number of Enhanced common shares to be issued upon conversion and converted into shares of Class A common stock equals such investor’s cash investment divided by $1.2 billion and then multiplied by the total number of shares outstanding and to be issued on an as‑converted, fully diluted basis. Concurrent with such conversion, each SAFE investor received SAFE Warrants equal to fifty percent of the number of shares of Class A common stock to be issued to such investor pursuant to its SAFE. Each SAFE warrant is exercisable for one share of Class A common stock, has a two-year term from the Closing, an exercise price equal to the per‑share price outlined in the conversion formula above, and may be accelerated after the Class A common stock trades at or above $15.00 for at least twenty of thirty

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anconsecutive ~~initial~~trading ~~business~~days ~~combination~~ (with aat ~~company~~least ~~that~~thirty isdays’ ~~affiliated~~prior ~~with~~notice ~~our~~and ~~sponsor, officers, non-voting sponsor investors or directors, or completing the business combination through~~ a ~~joint~~new ~~venture~~expiration ordate ~~other form~~ of ~~shared~~at ~~ownership~~least ~~with~~sixty ~~our~~days ~~sponsor,~~after officers or directors. A target business affiliated with a non-voting sponsor investors would not be considered an affiliated entity. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent accounting firm or independent investment banking firm that commonly renders valuation opinions that our initial business combination is fair to our shareholders from a financial point of view. We are not required to obtain such ~~an opinion in any other context~~notice). If no opinion is obtained, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view and our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

WeThe ~~anticipate~~funds ~~structuring~~from ~~our initial business combination so that~~ the ~~post~~Private ~~transaction~~Placement ~~company~~Investment inhave ~~which~~been ~~our~~used ~~public~~to ~~shareholders~~fund ~~own~~expenses ~~shares~~incurred will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in ~~order~~connection towith ~~meet certain objectives of~~ the ~~target~~Business ~~management~~Combination ~~team~~ or ~~shareholders or~~ for ~~other~~working ~~reasons,~~capital but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the ~~target sufficient for it not to be required to register as an investment company under the Investment~~ Company ~~Act~~. ~~Even~~If if the ~~post~~proceeds ~~transaction~~from ~~company~~the ~~owns~~Private orPlacement ~~acquires~~Investment, ~~50%~~together orwith ~~more~~other ofavailable ~~the~~funds, ~~voting~~are ~~securities of the target~~insufficient, ~~our shareholders prior to~~ the ~~business~~Company ~~combination~~ may ~~collectively~~lack ~~own~~sufficient afunds ~~minority interest in the post transaction company, depending on valuations ascribed~~ to ~~the~~implement ~~target~~its ~~and us in the~~ business ~~combination~~plan. ~~For~~The ~~example,~~Company wemay ~~could~~not ~~pursue~~be aable ~~transaction~~to inobtain ~~which~~additional wefunds ~~issue~~to aaddress ~~substantial~~such ~~number~~insufficiency ofon ~~new~~terms ~~shares~~favorable into ~~exchange for all of the outstanding capital stock, shares or other equity interests of a target~~it. InAs ~~this case, we would acquire~~ a ~~100% controlling interest in the target. However, as a~~ result ~~of the issuance of a substantial number of new shares~~, ~~our~~such ~~shareholders~~insufficiency ~~immediately~~may ~~prior~~reduce ~~to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of~~ the ~~equity~~amount ~~interests or assets~~ of afunds ~~target~~that ~~business or businesses are owned or acquired by~~ the ~~post~~Company ~~transaction~~has ~~company,~~available ~~the portion of such business or businesses that is owned or acquired is what will be taken into account~~ for ~~purposes~~working ofcapital ~~the~~to ~~80%~~execute ofits ~~net assets test described above. If the~~ business ~~combination~~plans ~~involves~~and ~~more~~may ~~than~~result ~~one~~in ~~target~~insufficient ~~business,~~resources ~~the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required~~ to ~~meet~~support ~~the~~continuing ~~foregoing~~operations ~~80%~~and ~~of net asset test~~growth.

~~Members~~The offixed ~~our~~prices ~~management~~under ~~team~~the ~~and~~Sponsor ~~our~~Equity ~~independent~~Agreement ~~directors will directly or indirectly own founder shares and/or private placement units following this offering and, accordingly,~~ may ~~have~~differ amaterially ~~conflict~~from of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the ~~founder~~market ~~shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in~~ value ~~and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board~~ of ~~directors may approve,~~ the ~~founder~~Sponsor’s shares ~~and~~at ~~private placement units may expire worthless, except to~~ the ~~extent~~time ~~they~~of ~~receive liquidating distributions from assets outside the trust account~~exercise, which could ~~create~~result ~~an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines~~ in value ~~and~~transfers ~~is unprofitable for public shareholders. Further, each of our officers~~ and ~~directors~~adversely ~~may~~affect ~~have~~the amarket ~~conflict~~perception of ~~interest with respect to evaluating a particular business combination if~~ the ~~retention~~Company’s ~~or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination~~securities.

Concurrently with the execution of the Business Combination Agreement, Apeiron and the Sponsor entered into the Sponsor Equity Agreement that provides each party with put and call options with respect to the Sponsor’s equity interests in the Company following Closing. Under the Sponsor Equity Agreement, 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 Sponsor’s equity interests in the Company. The exercise prices for these options are fixed dollar amounts that may not reflect the fair market value of the Sponsor’s shares at the time the put option or call option is exercised. As a result, depending on market conditions at the relevant time, the exercise of either the put option or the call option could result in a transfer of value between Apeiron and the Sponsor that does not correspond to the then-current market value of the Company’s equity.

Any such value transfer, or market perception that the options were exercised at prices inconsistent with prevailing valuations, could negatively affect investor confidence, the trading price of our securities, and perceptions of fairness in its capital structure. In addition, the existence of the fixed-price options may create incentives for one party to exercise the options at a time that is advantageous to it but not to other shareholders, further contributing to potential volatility or downward pressure on our share price.

The Company’s management has broad discretion in the use of proceeds from the Business Combination and the Private Placement Investment and may not use them effectively.

The Company cannot specify with certainty the particular uses of the net proceeds it received from the Business Combination and the Private Placement Investment. The Company’s management has broad discretion in the application of the net proceeds and may spend all or a portion of the proceeds in ways that Enhanced Group’s shareholders may not desire or may not yield a favorable return, given the untested nature of the Company’s business. The failure of management to effectively apply the net proceeds from the Business Combination and the Private Placement in either case could harm the Company’s business, financial condition, results of operations and prospects.

The expectations for future operating and financial results and market growth of the Company rely in large part upon assumptions and analyses developed by it. If these assumptions or analyses prove to be incorrect, or market conditions change in a way not anticipated, the Company’s actual operating results may be materially different from its anticipated results.

The Company’s business, including its sporting events and media content, and direct-to-customer business lines, is developing and untested. Given the unprecedented nature of the Company’s business model, and the fact that the Company has not yet conducted its inaugural 2026 Enhanced Games or any other live events, there is significant uncertainty regarding its business, prospects and future operating performance, and there can be no assurance that the Company’s assumptions regarding its business, market opportunities or operating model will prove to be accurate. The Company’s business is subject to numerous economic, competitive, industry-specific, regulatory and other uncertainties and contingencies, many of which are difficult or impossible to predict and are beyond the Company’s control. If the Company’s assumptions prove incorrect or if it is unable to successfully

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~~Each~~execute ofits ~~our~~business ~~officers and directors presently has~~model, ~~and~~its any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business ~~combination opportunity to such entities. Accordingly~~, iffinancial ~~any~~condition ofand ~~our~~results ~~officers or directors becomes aware~~ of aoperations ~~business~~could ~~combination opportunity which may~~ be ~~suitable~~materially ~~for~~adversely an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under British Virgin Islands lawaffected. All of our officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. In particular, Mr. Claudius Tsang is the Chief Financial Officer of A SPAC II Acquisition Corp., a special purpose acquisition company that is in search of business combination targets.

~~Because~~The ~~ASCB~~Company’s ~~has~~sporting ~~not~~events ~~identified a target business, Mr. Tsang has a pre-existing fiduciary obligation to present potential target businesses to ASCB,~~ and ~~will~~media ~~therefore present any potential target businesses to it prior to presenting them to us. Mr. Claudius Tsang is also the director and Chief Financial Officer of JVSPAC Acquisition Corp. On April 8~~content, ~~2024, JVSA announced that it had entered into an agreement~~ and ~~plan of merger with Hotel101 Global Pte. Ltd and~~ its ~~affiliates,~~Live aEnhanced ~~hotel prop-tech operator. In the event that JVSA is unable to consummate the business combination with HOTEL 101 and needs to identify a target business~~platform, ~~Mr. Tsang~~may ~~has~~never aachieve ~~pre-existing~~commercial ~~fiduciary~~success ~~obligation~~due to ~~present~~factors ~~potential~~such ~~target~~as ~~businesses~~limited tomarket ~~JVSA~~adoption, ~~and~~competition ~~will~~or ~~therefore~~unforeseen ~~present~~challenges any potential target businesses to it prior to presenting them to us. Mr. Claudius Tsang is also the Chief Executive Officer, Chief Financial Officer and Chairman of A SPAC III Acquisition Corp. (“ASPC”), a special purpose acquisition company that is in ~~search~~scaling ~~of business combination targets~~operations. ~~Because~~The ~~ASPC~~Company’s ~~has~~actual ~~not~~results ~~identified~~may aalso ~~target~~be ~~business,~~adversely ~~Mr. Tsang~~affected has a pre-existing fiduciary obligation to present potential business targets to ASPC and will therefore present any potential target businesses to it prior to presenting them to us. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by ~~law:~~risks ~~(i) no~~relating ~~individual serving as a director or an officer, among other persons, shall have any duty, except and~~ to ~~the~~its ~~extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar~~ business ~~activities or lines of business as us~~, ~~and~~industry ~~(ii) we renounce any interest or expectancy in~~performance, orregulatory ~~in being offered an opportunity to participate in~~environment, ~~any~~general ~~potential~~economic ~~transaction~~conditions ~~or matter which (a) may be a corporate opportunity for any director or officer, on the one hand,~~ and ~~us, on~~ the other orfactors ~~(b) the~~described ~~presentation~~in ofthis ~~which would breach an existing legal obligation of a director or officer to any other entity~~prospectus. ~~As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.~~

In addition, ~~our~~expectations ~~sponsor,~~for ~~officers~~the ~~and~~Company’s ~~directors~~future performance are, ~~and~~based ~~may~~on ~~sponsor~~assumptions orthat ~~form~~are orsubject ~~become sponsors, officers or directors of other special purpose acquisition companies similar~~ to ~~ours~~change. orThere ~~may~~can ~~pursue~~be ~~other~~no ~~business~~assurance orthat ~~investment ventures during~~ the ~~period~~Company’s infuture ~~which~~financial wecondition ~~are~~or ~~seeking~~operating anresults ~~initial~~will ~~business~~align ~~combination.~~with Asits ~~a result~~expectations, ~~our~~or ~~sponsor,~~with ~~officers~~those ~~and directors could have conflicts~~ of ~~interest~~investors inand ~~determining~~securities ~~whether~~analysts. toIf ~~present~~the ~~business~~Company’s ~~combination~~actual ~~opportunities~~results todiffer ussignificantly orfrom toits ~~any other special purpose acquisition company with which they are involved or may become involved. Any such companies~~expectations, ~~businesses~~it ~~or investments~~ may ~~present~~need ~~additional~~to ~~conflicts~~make ofstrategic ~~interest~~adjustments inthat ~~pursuing an initial business combination target, which~~ could ~~materially~~adversely ~~affect~~impact ~~our~~its ~~ability~~financial tocondition ~~complete~~and ~~our~~operational ~~initial business combination~~results.

ToThe ~~the~~unaudited ~~extent~~pro weforma ~~effect~~condensed ~~our~~combined ~~initial~~financial ~~business~~information ~~combination~~included ~~with~~in athis ~~company~~prospectus ~~or business that~~ may not be ~~financially~~indicative ~~unstable or in its early stages~~ of ~~development~~what orEnhanced ~~growth,~~Group’s weactual ~~may~~financial beposition ~~affected by numerous risks inherent in such company~~ or ~~business.~~results ~~Although~~of ~~our~~operations ~~management~~would ~~will~~have ~~endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors~~been.

OnThe orunaudited ~~prior~~pro toforma ~~the~~condensed ~~date~~combined offinancial information included elsewhere in this prospectus, wehas ~~will~~been ~~file~~derived afrom ~~Registration~~the ~~Statement~~historical onfinancial ~~Form 8-~~statements of Enhanced and A ~~with~~Paradise ~~the~~and ~~SEC~~has been adjusted to ~~voluntarily~~give ~~register~~effect ~~our~~to ~~securities~~the ~~under~~Business ~~Section 12~~Combination ofand ~~the~~related ~~Securities~~transactions. ~~Exchange Act of 1934~~The pro forma information is presented for informational purposes only and is based on assumptions and adjustments that Enhanced and A Paradise believe are reasonable. However, asthe ~~amended~~pro forma information does not reflect future events, including nonrecurring charges or the ~~Exchange Act.~~impact Asof amarket ~~result~~conditions on revenue or expense, weand ~~will~~such beassumptions ~~subject~~may not prove to ~~the~~be ~~rules~~accurate. ~~and~~Accordingly, ~~regulations~~the ~~promulgated~~unaudited ~~under~~pro ~~the~~forma ~~Exchange Act.~~condensed Wecombined ~~have~~financial noinformation ~~current~~may ~~intention~~not ofbe ~~filing~~indicative aof ~~Form 15~~what toEnhanced ~~suspend~~Group’s ~~our~~actual ~~reporting~~financial position or ~~other~~results ~~obligations~~of ~~under~~operations would have been had the ~~Exchange Act~~transactions ~~prior~~been orcompleted ~~subsequent~~as toof the ~~consummation~~dates indicated, and should not be relied upon as an indication of ~~our~~Enhanced ~~initial~~Group’s ~~business~~future ~~combination~~results or financial position.

~~Legal~~The ~~and~~Company ~~Operational~~does ~~Risks~~not ~~Associated~~expect ~~with~~to ~~being~~pay ~~based~~cash individends ~~China~~for the foreseeable future.

~~PRC~~The ~~laws~~Company ~~and~~currently ~~regulations~~expects ~~are~~to ~~sometimes~~retain ~~vague~~all ~~and~~available ~~uncertain,~~funds and ~~therefore~~future earnings, ~~these~~if ~~risks~~any, ~~may~~for ~~result~~use in athe ~~material~~operation ~~change~~and ingrowth ~~our~~of ~~operations~~its orbusiness and does not anticipate paying cash dividends for the ~~combined~~foreseeable ~~company’s~~future. ~~principal~~Any ~~operations~~future indetermination ~~China,~~to ~~significant~~pay ~~depreciation~~dividends ofwill be at the ~~value~~discretion of ~~our~~its orboard ~~the~~of ~~combined~~directors, ~~company’s~~subject ~~securities,~~to orcompliance awith ~~complete~~applicable ~~hindrance~~law ofand ~~our~~any orcontractual provisions, including under any agreements for indebtedness the ~~combined~~Company ~~company’s~~may incur, that restrict or limit its ability to ~~offer~~pay ~~securities~~dividends, toand ~~investors~~will depend upon, among other factors, results of operations, financial condition, earnings and ~~cause~~capital requirements that its Board deems relevant. Accordingly, realization of a gain on an investment by a shareholder in the ~~value~~Company will depend on the appreciation of ~~such~~the ~~securities~~price toof ~~significantly~~the ~~decline~~Class orA becommon ~~worthless~~stock, which may never occur. The ~~PRC~~Company’s ~~government~~inability ~~has~~or ~~significant~~decision ~~authority~~not to ~~exert~~pay ~~influence~~dividends oncould also adversely affect the ~~ability~~market price of athe ~~China-based~~Class A common stock.

Risks Related to Operating as a Public Company

The Company’s Board and management have limited experience overseeing and operating a public company, and may encounter challenges establishing an experienced and independent board of directors, which is essential in overseeing a public company.

The Company’s board of directors and management team are in the process of transitioning to the oversight and operational responsibilities associated with being a publicly traded company. While certain members of the Company’s Board and executive team have prior experience with public companies, their collective experience with the management of a U.S. public company or the related obligations imposed under federal securities laws is limited. As a result, the Company’s board of directors and management may face a period of adjustment as they establish policies, procedures and controls appropriate for a public company environment, including compliance, investor relations, and public disclosure practices.

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~~company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange.~~ The ~~PRC~~Company’s ~~government~~board ~~has~~of ~~published~~directors ~~policies that significantly affected certain industries such as the education~~ and ~~internet~~management ~~industries,~~intend ~~and~~to wecontinue ~~cannot~~enhancing ~~rule out~~ the ~~possibility~~Company’s ~~that~~corporate itgovernance ~~will in the future release regulations or policies regarding any industry that could adversely affect us or our potential business combination with a PRC operating business and the business~~framework, ~~financial~~including ~~condition,~~by ~~and~~considering ~~results of operations of~~ the ~~combined~~addition ~~company. The PRC government also initiated a series~~ of ~~regulatory~~directors ~~actions and statements to regulate business operations in China~~ with ~~little~~public ~~advance~~company notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcementexperience. ~~Since these statements and regulatory actions are new~~However, itthere iscan ~~highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will~~ be ~~modified~~no orassurance ~~promulgated,~~that ~~if any, and~~ the ~~potential~~Company ~~impact such modified or new laws and regulations~~ will ~~have~~be onable ~~us or the PRC target company’s daily business operation, the ability~~ to ~~accept~~identify ~~foreign investments~~ and ~~list~~recruit onsuitable ancandidates ~~U.S. or~~within ~~other~~the ~~foreign~~desired ~~exchange~~timeframe. ~~For example~~Further, ~~according to~~ the ~~New~~integration ~~Measures for Cybersecurity Review (the “New Measures”) effective on February 15, 2022, network platform operators with personal information~~ of ~~more~~new ~~than~~directors ~~one~~and ~~million users must apply for cybersecurity review to~~ the ~~Cyber~~alignment Security Review Office when they go public abroad, and accordingly these companies may not be willing to list on a U.S. stock exchange or enter into a definitive business combination agreement with us. We currently face risks associated with regulatory approvals of ~~the~~their ~~proposed~~expertise ~~business combination between us and any potential target~~ with ~~business or presence in~~ the ~~PRC, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The PRC government may also intervene with or influence our or the combined company~~Company’s ~~operations~~strategic asobjectives ~~the~~may ~~government~~take ~~deems appropriate to further regulatory, political and societal goals~~time. ~~Any~~During ~~such~~this ~~action,~~transition ~~once taken by the PRC government~~period, could result in a material change in our operations, including our search for a target business, and make it more difficult and costly for us to consummate a business combination with a target business operating in China, result in material changes in the ~~combined company~~Company’s ~~post-combination~~directors ~~operations~~ and ~~cause~~executive ~~the~~officers ~~value~~may ofbe ~~our~~required ~~securities or those of the combined company’s securities~~ to ~~significantly~~devote ~~decline,~~substantial ortime inand ~~extreme~~attention ~~cases, become worthless or completely hinder our ability or the ability of the combined company~~ to ~~offer~~developing orand ~~continue~~implementing tothese ~~offer~~new ~~securities~~governance toand ~~investors.~~compliance ~~For~~processes, awhich ~~detailed~~could ~~description~~divert ofresources ~~risks~~from ~~associated~~other ~~with acquiring a company that does~~ business ~~in China, see “Risk Factors — Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China” on page 102~~activities.

IfThe weCompany ~~consummate~~has ~~our~~identified ~~initial~~material ~~business~~weaknesses ~~combination with a PRC target company, we may operate~~ in ~~the~~its ~~PRC~~internal ~~primarily~~control ~~through~~over ~~our~~financial ~~PRC subsidiaries~~reporting. WeIf ~~may~~remediation ~~also adopt a series~~ of ~~contractual~~these ~~arrangements~~material ~~with~~weaknesses ~~the~~is ~~VIEs~~not ~~in the PRC~~effective, inif ~~which case (i)~~ the ~~VIEs~~Company ~~will~~experiences beadditional ~~PRC~~material based operations companies and our PRC subsidiaries will be shell companies and (ii) investors in our securities will not and may never directly own equity interest in the VIEs but will instead hold equity interest in a holding company of our PRC subsidiaries. Under the VIE arrangementweaknesses, ~~the dividends~~ or ~~other~~if ~~distributions~~the toCompany beotherwise ~~paid~~fails ~~by our PRC subsidiaries~~ to ~~their~~maintain ~~overseas~~an ~~holding~~effective ~~company~~system ~~will depend on such PRC subsidiaries’ entitlement to substantially all~~ of ~~the~~internal ~~economic~~controls ~~benefits~~in of the ~~VIEs~~future, ~~which~~it ~~are typically in the form of services fees or license fees payable by the VIEs to our PRC subsidiaries under various VIE agreements. Such contractual arrangements~~ may not be asable ~~effective as direct ownership in respect of our relationship with the VIE and we may be adversely affected if we experience difficulties in settling the amounts owed~~ to ~~our~~accurately ~~PRC~~report ~~subsidiaries~~its byfinancial ~~the~~condition ~~VIEs.~~or ~~All~~results of these contractual arrangements may be governed by and interpreted in accordance with PRC law, and disputes arising from these contractual arrangements may be resolved in court or through arbitration in Chinaoperations.

~~However,~~In connection with the ~~legal~~preparation ~~environment~~of inthe audits of the ~~PRC~~Company’s isfinancial ~~not~~statements as ~~developed~~of asDecember in31, ~~some~~2025 ~~other~~and ~~jurisdictions~~2024, ~~such~~the Company and its auditors identified material weaknesses as defined under the ~~United States~~Exchange Act, and by the PCAOB in internal control over financial reporting. AsA material weakness is a ~~result~~deficiency, ~~uncertainties~~or a combination of deficiencies, in ~~the~~internal ~~PRC~~control ~~legal~~over ~~system~~financial ~~could~~reporting, ~~limit~~such ~~our~~that ~~ability~~there tois ~~enforce~~a reasonable possibility that a material misstatement of the ~~contractual~~Company’s ~~arrangements~~financial statements will not be prevented or detected on a timely basis. AsThe atmaterial weaknesses identified for the ~~date~~Company ofwere ~~this~~insufficient ~~prospectus~~controls over (i) entity-level controls and financial close process affecting the control environment, ~~there~~control ~~are~~activities, ~~very~~information ~~few~~and ~~precedents~~communication and ~~little~~monitoring ~~official~~components ~~guidance~~(ii) asthird party valuation reports (iii) user-access information-technology general controls. The Company is working to ~~how~~remediate ~~contractual~~these ~~arrangements~~material ~~should~~weaknesses beand ~~interpreted~~is ortaking ~~enforced~~steps ~~under~~to ~~PRC~~strengthen ~~law~~its internal control over financial reporting. The ~~contractual~~Company ~~arrangements~~plans ~~have~~to ~~not~~hire ~~been~~qualified ~~tested~~staff inas awell ~~court~~as develop and implement formal policies, processes and documentation procedures relating to our financial reporting, including the oversight of ~~law~~third-party service providers. The actions that we are taking are subject to ongoing executive management review. If the Company is unable to successfully remediate the material weaknesses, or if in the ~~PRC~~future, ~~and~~it ~~there~~identifies ~~remain~~further ~~significant~~material ~~uncertainties~~weaknesses ~~regarding~~in internal controls over financial reporting, the ~~ultimate~~Company ~~outcome~~may ofnot ~~arbitration~~detect orerrors ~~court~~on ~~decisions~~a ~~should~~timely ~~legal~~basis, ~~action~~and ~~become~~financial ~~necessary~~statements may be materially misstated. ~~See~~The ~~“Risk~~Company ~~Factors — Risks~~may ~~Associated~~not ~~with~~be ~~Acquiring~~able ~~and~~to ~~Operating~~conclude aon ~~Target~~an ~~Business~~ongoing ~~with~~basis that it has effective internal control over financial reporting, which could harm its ~~Primary~~operating ~~Operation~~results, cause investors to lose confidence in ~~China — If~~reported ~~the~~financial ~~PRC~~information ~~government~~and ~~deems~~cause ~~that~~the trading price of the ~~contractual~~Class ~~arrangements~~A incommon ~~relation~~stock to ~~the~~fall. ~~potential~~In ~~PRC~~addition, ~~target~~as a public company, the Company will be required to file accurate and ~~the~~timely ~~VIE,~~quarterly doand ~~not~~annual ~~comply~~reports with ~~PRC~~the ~~regulatory~~SEC ~~restrictions~~under the Exchange Act. Any failure to report its financial results on ~~foreign~~an ~~investment~~accurate inand ~~the~~timely ~~relevant~~basis ~~industries~~could result in sanctions, orlawsuits, ifdelisting ~~these~~of ~~regulations~~shares from NYSE or ~~the~~other ~~interpretation~~adverse ofconsequences ~~existing~~that ~~regulations~~could ~~change~~materially inharm ~~the~~its ~~future~~business. In addition, wethe Company could bebecome subject to ~~severe~~investigations ~~penalties~~by orNYSE, bethe ~~forced~~SEC, and other regulatory authorities, and become subject to ~~relinquish~~litigation ~~our~~from ~~interests~~investors inand ~~those~~stockholders, ~~operations”~~which oncould ~~page~~harm ~~102~~the ~~for~~Company’s ~~further~~reputation ~~information~~and financial condition, or divert financial and management resources from its core business.

~~Currently,~~Neither wethe ~~are~~Company’s amanagement ~~single~~nor ~~entity~~an ~~and~~independent doregistered ~~not~~public ~~make~~accounting ~~any~~firm has performed an evaluation of the Company’s internal ~~cash~~control ~~transfers.~~over ~~However,~~financial ifreporting ~~our~~in ~~organizational~~accordance ~~structure~~with ~~expands~~the provisions of the Sarbanes-Oxley Act, orbecause ifno wesuch ~~acquire~~evaluation ahas ~~PRC~~been ~~target~~required. ~~company~~Had ~~which~~the ~~does~~Company ~~not~~or ~~require~~its aindependent ~~VIE~~registered ~~structure,~~public weaccounting ~~may~~firm ~~transfer~~performed ~~funds~~an toevaluation of the ~~PRC~~Company’s ~~target~~internal ~~company~~control ~~through~~over anfinancial ~~increase~~reporting in ~~the~~accordance ~~registered~~with ~~capital~~the provisions of orthe aSarbanes-Oxley ~~shareholder~~Act, ~~loan~~additional tomaterial ~~the~~weaknesses ~~PRC~~may have been identified.

The Company will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company.

The Company will incur significant legal, compliance, accounting and other expenses that Enhanced did not incur as a private company. As a public company, the Company is subject to the reporting requirements under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules implemented by the SEC and NYSE.

The Company’s management and other personnel must devote a substantial amount of time to these compliance initiatives. Moreover, the Company expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The Company cannot

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~~target~~predict ~~company. The PRC target company may in turn make distributions~~ or ~~pay~~estimate ~~dividends to us. If we acquire a PRC target company which requires a VIE structure,~~ the ~~post-combination~~amount ~~entity~~or ~~may~~timing ~~rely~~of on payments made from the VIE to a wholly foreign-owned enterprise (the “WFOE”) and subsequently the WFOE distributes funds to the post-combination entity as dividends, and cash to the PRC target company could be transferred through our organization in the manner as follows: (i) the holding company may transfer funds to WFOE, via additional ~~capital~~costs ~~contributions~~it ~~or shareholder loans, as the case~~ may ~~be;~~incur ~~and (ii) the WFOE may provide loans~~ to ~~the~~respond ~~PRC target company, subject~~ to ~~statutory~~these ~~limits and restrictions~~requirements. IfWhile ~~our organizational structure expands, or if we acquire a company based in China, to~~ the ~~extent~~Company ~~that~~cannot wepredict or ~~the~~estimate ~~combined company in~~ the ~~future~~amount ~~seeks to fund the business through distributions, dividends,~~ or ~~transfers of funds among and between the holding company and subsidiaries~~timing, ~~any~~it ~~such transfer of funds within and among the subsidiaries will be subject to PRC regulations. Specifically, investment in Chinese companies~~ is ~~governed~~likely bythat the ~~PRC~~costs ~~Foreign~~would Investment Law, the dividends and distributions from a PRC subsidiary are subject to regulations and restrictions on dividends and payments to parties outside of China, and any transfer of funds among the PRC subsidiaries is subject to regulations on private lending and must be ~~permitted~~disproportionately ~~thereunder.~~burdensome ~~Additionally,~~given the ~~PRC~~new ~~government may impose controls on the conversion of Renminbi into foreign currencies~~ and ~~the~~untested ~~remittance~~nature of ~~currencies out of the PRC. In order for the combined company to pay dividends to~~ its stockholders, the combined company will rely on payments made from the PRC subsidiaries of the combined company and the distribution of such payments to the combined company as dividends from the PRC subsidiaries of the combined companybusiness. The dividends and distributions from a PRC subsidiary will be subject to regulations and restrictions on dividends and payments to parties outside of China and the combined company may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its subsidiaries, if any. See “Risk Factors — Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in China — Governmental control of currency conversion may affect the value of your investment” on page 119.

~~Regardless~~These oflaws ~~whether we have a VIE structure or direct ownership structure post-business combination, we may depend on dividends~~ and ~~other~~regulations ~~distributions~~could onalso ~~equity~~make ~~paid~~it bymore ~~our~~difficult ~~PRC~~or ~~subsidiaries~~costly for ~~our cash and financing requirements. As at~~ the ~~date~~Company ~~of this prospectus, we have not made any dividends or distributions~~ to ~~our~~obtain ~~shareholders~~certain ortypes ~~any U.S. investors and we have not made any cash transfers as we are a blank check company with no subsidiary. Due to (i) the risks~~ of ~~doing business in the PRC~~insurance, ~~and~~including ~~(ii) our~~director ~~sponsor~~ and ~~its~~officer ~~affiliate(s) as~~liability ~~well as our Chief Executive Officer~~insurance, ~~Chief Financial Officer~~ and ~~Chairman,~~it ~~Mr. Claudius~~may ~~Tsang~~be ~~are~~forced ~~located in or have significant ties~~ to ~~PRC,~~accept wereduced ~~may~~policy belimits aand ~~less~~coverage ~~attractive~~or ~~partner~~incur tosubstantially ~~non-PRC~~higher ~~based~~costs ~~target companies as compared~~ to aobtain ~~non-PRC~~the ~~based~~same ~~special~~or ~~purpose~~similar ~~acquisition~~coverage. ~~company~~It ~~which~~ may ~~therefore~~also ~~make~~be itmore ~~harder~~difficult for usthe Company to ~~complete~~attract anand ~~initial~~retain ~~business~~qualified ~~combination~~persons ~~with~~to aserve ~~target~~on ~~company~~its ~~that~~Board isor ~~non-PRC~~Board ~~based~~committees ~~and~~or ~~which~~as ~~may~~executive ~~therefore~~officers. ~~make~~If itthe ~~more~~Company ~~likely~~fails ~~for us~~ to ~~consummate~~satisfy aits ~~business~~obligations ~~combination~~as ~~with~~ a ~~target~~public company ~~located in the PRC. To date~~, weit ~~have~~could ~~not~~be ~~pursued~~subject ~~an initial business combination and there have not been any capital contribution or shareholder loans by us~~ to ~~any PRC entities~~fines, ~~we do not yet have any subsidiaries~~sanctions, ~~and~~delisting ~~we have not received, declared or made any dividends or distributions. For a detailed description~~ of ~~risks~~its ~~associated~~common ~~with acquiring a company that does business in China~~stock, ~~see~~other ~~“Risk~~regulatory ~~Factors — Risks~~action ~~Associated with Acquiring~~ and ~~Operating~~potentially acivil ~~Target Business with its Primary Operation in China” on page 102~~litigation.

~~For~~The ~~a detailed description of risks associated with the cash transfers, see “Potential Legal and Operational Risks Associated with Acquiring a~~ Company ~~that~~may ~~does~~face ~~Business~~challenges in ~~China”~~identifying onmaterial ~~page~~information ~~148~~ and ~~“Risk~~communicating ~~Factors — Risks~~such ~~Associated~~information with Acquiring and Operating a Target Business with its Primary Operation in China” under the subheadings “Cash-Flow Structure of a Company Based in China poses additional risks including, but not limited to, ~~restrictions on foreign exchange and restrictions on our ability to transfer cash between entities, across borders, and to U.S.~~ investors”. onThese ~~page~~challenges ~~104~~are ~~and~~heightened ~~“Exchange~~by ~~controls that exist in~~ the ~~PRC~~novelty ~~may restrict or prevent us from using the proceeds~~ of ~~this offering to acquire a target company in~~ the ~~PRC~~Company’s ~~and limit our ability to utilize our cash flow effectively following our initial~~ business ~~combination” on page 105. To date, we have not pursued an initial business combination~~ and ~~there~~the ~~have~~lack ~~not~~of ~~been~~closely ~~any~~comparable ~~capital contribution or shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared or made any dividends or distributions~~benchmarks.

OnThe ~~February 17,~~Company ~~2023,~~is subject to the ~~China~~SEC’s ~~Securities~~reporting ~~Regulatory~~requirements ~~Commission~~for ~~(the~~public ~~“CSRC”)~~companies, ~~promulgated~~including ~~the~~extensive ~~Trial~~securities ~~Administrative~~laws ~~Measures~~and ofstock-exchange ~~Overseas~~requirements ~~Securities~~governing ~~Offering~~periodic and ~~Listing~~current byreporting, ~~Domestic~~fair ~~Companies~~disclosure, ~~(the~~use ~~“Trial~~of ~~Measures”),~~non-GAAP ~~which~~measures ~~took~~and ~~effect~~KPIs, onand ~~March 31,~~internal ~~2023~~controls. The ~~Trial~~Company’s ~~Measures~~business ~~supersede~~model, ~~prior~~as ~~rules~~described ~~and~~in ~~clarified~~this ~~and~~prospectus ~~emphasized~~has ~~several~~few ~~aspects,~~directly ~~which~~comparable ~~include~~public ~~but~~peers ~~are~~and ~~not~~ limited ~~to:~~established ~~(1) comprehensive~~disclosure ~~determination~~conventions. This lack of comparable peers may increase the ~~“indirect~~difficulty ~~overseas~~of ~~offering~~assessing ~~and~~materiality, ~~listing~~selecting bydecision-useful ~~PRC~~KPIs ~~domestic~~to ~~companies”~~disclose into ~~compliance~~the ~~with~~market, and determining the ~~principle~~appropriate level of ~~“substance~~detail ~~over~~and ~~form”~~context for narrative financial disclosure in the Company’s quarterly and ~~particularly~~annual reports, earnings materials, guidance, and other investor communications.

As the convenor and operator of its sporting events, the Company determines event scheduling and content, is responsible for outcomes of its events, and sets and enforces policies concerning athlete eligibility, enhancement protocols, adverse findings and discipline. Information relevant to these determinations, such as preliminary or confirmatory test results, alleged protocol violations, medical or safety reviews and disciplinary outcomes, can be provisional, sensitive or confidential and may evolve rapidly. Judging when developments relating to these matters require disclosure to investors and how much detail to provide involves significant judgment. Acting too early, too late, or with incomplete context could expose the Company to claims that its disclosures were misleading or omitted material facts.

Operations relating to the Company’s Live Enhanced offering may also present complications relating to these assessments. Metrics related to prescription patterns, clinical outcomes, adverse events, reimbursement and patient engagement implicate privacy and confidentiality obligations and an evolving framework of healthcare and telemedicine regulations. These considerations may limit the granularity of what the Company can disclose, and the lack of standardized, widely accepted industry metrics for the Live Enhanced services currently provided and anticipated to be provided by the Company increases the risk that its KPIs or operational data could be viewed as non-comparable, non-standard or confusing. Further, overlap between the Company’s event operations and Live Enhanced platform (for example, where athletes may also be Live Enhanced participants) may heighten sensitivity. Additionally, since the Company’s Live Enhanced services are delivered primarily through third-party service providers, if these parties do not provide data to the Company in a timely manner, use different definitions, or change systems, our metrics (for example, completed visits, treatment starts, continuation rates, churn, customer acquisition cost/patient lifetime value) may be delayed, revised or non-comparable between periods.

Further, the Company will be integrating and enhancing disclosure controls and procedures and internal control over financial reporting on a compressed timeline. As a result, the Company may need to align historical private company practices with public company standards; and forward-looking information shared during the Business Combination process may differ materially from subsequent results. The Company’s frequent public-facing event communications (including promotional materials, social media and press) also raise heightened risks under fair disclosure and antifraud rules if material non-public information is selectively disclosed or if marketing content is later alleged to be incomplete or misleading in light of subsequent developments.

Collectively, these factors increase the risk that the Company’s public disclosures could be deemed incomplete, untimely or misleading; that its KPIs or operational results could be challenged; or that investors may misinterpret

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anits ~~issuer~~communications, ~~will~~leading ~~be required~~ to gopotential ~~through~~volatility ~~the~~in ~~filing procedures under~~ the ~~Trial~~price ~~Measures if the following criteria are met at the same time: (a) 50% or more~~ of ~~the~~its ~~issuer’s~~common ~~operating revenue~~stock, ~~total~~reputational ~~profit~~harm, ~~total~~SEC ~~assets~~comments or ~~net~~enforcement ~~assets~~actions, asstock-exchange ~~documented~~inquiries ~~in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies,~~ and ~~(b) the~~shareholder ~~main~~litigation. ~~parts of the issuer’s business activities are conducted in mainland China~~Further, oras ~~its~~noted ~~main places of business are located~~ in ~~mainland~~“Risk ~~China,~~Factors—Risks orRelated ~~the~~to ~~senior~~Operating ~~managers~~as ~~in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that (~~a~~) have~~ ~~already~~Public ~~been~~Company—The ~~listed~~Company orhas ~~registered~~identified ~~but~~material ~~not~~weaknesses ~~yet listed~~ in ~~foreign~~its ~~securities~~internal ~~markets,~~control ~~including~~over Ufinancial reporting.~~S. markets,~~ ~~prior~~If toremediation ~~the effective date~~ of ~~the~~these ~~Trial~~material ~~Measures,~~weaknesses ~~(b) are~~is not ~~required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange~~effective, ~~and (c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required~~ if ~~they conduct refinancing or are involved in other circumstances that require filing with~~ the ~~CSRC;~~Company ~~(3) a~~experiences ~~negative~~additional ~~list~~material ~~of types of issuers banned from listing or offering overseas~~weaknesses, ~~such as (a) issuers whose listing~~ or ~~offering~~if ~~overseas has been recognized by~~ the ~~State~~Company ~~Council~~otherwise offails ~~the PRC as a possible threat~~ to ~~national~~maintain ~~security,~~an ~~(b) issuers~~effective ~~whose~~system ~~affiliates have been recently convicted~~ of ~~bribery~~internal ~~and~~controls ~~corruption,~~in ~~(c) issuers~~the ~~under ongoing criminal investigations~~future, and (d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; (5) issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it ~~submits~~may annot ~~application~~be ~~for~~able ~~initial public offering~~ to ~~overseas~~accurately ~~regulators,~~report ~~and~~its ~~the~~financial ~~obligation~~condition ~~after offering~~ or ~~listing~~results ~~overseas~~of tooperations”, ~~report to~~ the ~~CSRC~~Company’s ~~material~~disclosure ~~events~~controls ~~including~~may anot ~~change~~fully ofmitigate ~~control or voluntary or forced delisting of~~ the ~~issuer;~~challenges ~~and~~inherent ~~(6) the~~in ~~CSRC’s~~its ~~authority~~unique tobusiness ~~fine~~model, ~~both issuers~~ and ~~their~~its ~~shareholders~~policies ~~between 1~~ and ~~10 million~~metrics ~~RMB~~may ~~for~~evolve ~~failure~~over totime ~~comply~~in ~~with~~ways ~~the~~that ~~Trial~~reduce ~~Measures, including failure~~ period-to-period ~~comply with filing obligations or committing fraud and misrepresentation~~comparability.

WeAspects ~~believe we are not required to obtain permissions or approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration~~ of ~~China, or any other government entity, to issue our securities to foreign investors and to list on a U.S. exchange or operate our business. As of~~ the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or any other PRC governmental authorities. However, if we do not maintain applicable permissions or approvals, if we inadvertently erroneously concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, and we are denied permission and/or approvals, the relevant PRC government agencies could subject us to a stringent approval process from the relevant government entities in connection with this offering, continued listing on a U.S. exchange, the potential business combination, the issuance of shares or the maintenance of our status as a publicly listed company outside China, and the post business combination entityCompany’s ~~PRC operations if our~~ business ~~combination target is a PRC target company. We~~ may ~~also~~ be ~~subject~~viewed toas ~~registration~~controversial, ~~with~~which ~~the~~could ~~CSRC~~subject ~~following this offering pursuant to~~ the ~~Trial~~Company ~~Measures. It is uncertain when and whether we will be required~~ to ~~obtain~~increased ~~permission from the PRC government to continue to list on a U.S. exchange in the future and offer our securities to foreign investors. If we do not maintain applicable permissions or approvals~~scrutiny, ifnegative wepublicity ~~inadvertently erroneously concluded that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change~~ and wereputational ~~are~~harm ~~required to obtain such permissions or approvals in the future, including pursuant to the Trial Measures,~~ and wecould ~~are~~adversely denied permission and/or approvals from Chinese authorities to list on U.S. exchanges or offer our securities to foreign investors, we may not be able to continue listing on a U.S. exchange or be subject to other severe consequences, which would materially affect ~~the~~its interest of the investors. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after this offering. The use of the term “operate” and “operations” includes the process of searching for a target business ~~and conducting related activities~~. ~~To that extent, we may not be able to conduct the process of searching for a potential target company in China.~~

~~For~~The acreation ~~detailed~~and ~~description~~promotion of ~~risks associated with~~ the ~~cash~~Enhanced ~~transfers~~Games, ~~see “Potential Legal~~ and ~~Operational~~related ~~Risks~~events ~~Associated~~in ~~with~~which ~~Acquiring~~Enhanced aAthletes ~~Company~~are ~~that~~permitted ~~does~~to ~~Business~~use inPerformance-Enhancing ~~China”~~Substances ~~on page 148~~ and ~~“Risk~~protocols ~~Factors — Risks~~under ~~Associated~~medical ~~with~~supervision ~~Acquiring~~represents ~~and~~a ~~Operating~~departure afrom ~~Target~~mainstream ~~Business~~athletic ~~with~~competition ~~its~~where ~~Primary~~athletes ~~Operation~~are inprohibited ~~China”~~from ~~under~~using ~~the~~such ~~subheadings~~substances ~~“Cash-Flow~~and ~~Structure~~protocols. ofFurthermore, athe Company ~~Based~~intends into ~~China~~engage ~~poses~~in ~~additional~~the ~~risks including~~development, ~~but~~offering ~~not~~and ~~limited~~commercialization ~~to,~~of ~~restrictions~~such onenhancement-related ~~foreign~~products, ~~exchange~~services and ~~restrictions~~content. onThese ~~our~~activities ~~ability~~are toviewed ~~transfer~~as ~~cash~~controversial ~~between~~by ~~entities~~some athletes, ~~across~~sport ~~borders~~enthusiasts, ~~and~~the topublic ~~U.S. investors” on page 104~~ and ~~“Exchange~~certain ~~controls~~stakeholders ~~that~~because ~~exist~~many intraditional ~~the~~sports ~~PRC~~organizations ~~may~~and ~~restrict~~anti-doping orbodies ~~prevent~~prohibit ~~us from using~~ the ~~proceeds~~use of ~~this~~performance-enhancing ~~offering~~substances toand ~~acquire~~protocols ~~a target company~~ in ~~the~~sanctioned ~~PRC~~competition and ~~limit~~have ~~our~~historically ~~ability~~promoted topolicies ~~utilize~~discouraging ~~our~~their ~~cash flow effectively following our initial business combination” on page 105~~use. ToIn ~~date~~addition, wesome ~~have~~organizations ~~not~~may ~~pursued~~raise anconcerns ~~initial~~regarding ~~business~~safety, ~~combination~~efficacy, ~~and~~competitive ~~there~~integrity, ~~have~~ethical ~~not~~considerations ~~been any capital contribution~~ or ~~shareholder~~the ~~loans~~manner byin uswhich tocertain ~~any~~performance-enhancing ~~PRC entities~~substances, weprotocols door ~~not~~related ~~yet~~products ~~have~~are ~~any~~marketed, ~~subsidiaries~~prescribed, ~~and~~dispensed weor ~~have~~otherwise ~~not~~made ~~received~~available, ~~declared~~including orthrough ~~made~~direct-to-consumer ~~any dividends~~ or ~~distributions~~digital channels.

As a result, the Company may be subject to increased scrutiny, criticism or adverse publicity from regulators, policymakers, medical or public-health authorities, traditional sports organizations, anti-doping agencies, athlete associations, advocacy groups, the media and members of the public. Such scrutiny or publicity, whether or not well-founded, could adversely affect the perception or acceptance of the Company’s business model and limit demand for its events, content and related offerings. In addition, counterparties such as venues, broadcasters and streaming platforms, sponsors and advertisers, payment processors and other service providers may decline to enter into, impose additional conditions on, or terminate relationships with the Company due to reputational concerns, internal policies or regulatory considerations. Heightened scrutiny could also increase the likelihood of additional regulatory requirements, delays or conditions associated with permits, approvals or other authorizations, and could result in increased compliance, security, public relations and stakeholder engagement costs, as well as investigations, enforcement actions or litigation.

If any of these risks materialize, the Company’s ability to operate its business, commercialize its offerings and execute its strategy could be materially adversely affected, which could result in reduced demand, increased costs and lower revenues and could materially and adversely affect its business, financial condition and results of operations.

As a result of the controversial nature of the Company’s business, there may be limited analyst coverage, negative investor perception and difficulties in attracting institutional investors, which could materially adversely affect the trading price and liquidity of the Company’s securities.

The trading market for the Class A common stock depends in part on the research and reports that third-party securities analysts publish about the Company and its business. The Company may be unable to attract research coverage in a timely manner or at all and if one or more analysts cease coverage of the Company, the price and trading volume of its securities would likely be negatively impacted. If any of the analysts that may cover the Company change their recommendation regarding its securities in an adverse manner, the price of its securities would likely decline. If any analyst that may cover the Company ceases covering it or fails to regularly publish reports on it, the Company could lose visibility in the financial markets, which could cause the price or trading volume of its securities to decline. Moreover, if one or more of the analysts who cover the Company downgrades the Class A common stock, or if its reporting results do not meet their expectations, the market price of the Class A common stock could decline.

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~~Pursuant~~In toaddition, the ~~Holding~~controversial ~~Foreign~~nature ~~Companies~~of ~~Accountable Act (~~the ~~“HFCAA”), the United States Public~~ Company’s ~~Accounting~~business ~~Oversight~~may ~~Board~~cause ~~(the~~negative ~~“PCAOB”)~~investor ~~issued~~perception aand ~~Determination~~limit ~~Report~~demand onfrom ~~December 16,~~certain ~~2021~~institutional ~~which~~investors. ~~found~~Some ~~that~~institutions ~~the~~and ~~PCAOB~~index isproviders ~~unable~~apply toinvestment ~~inspect~~mandates, orexclusionary ~~investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong~~screens, ainternal ~~Special Administrative Region and dependency of the PRC~~policies, ~~because~~liquidity ofthresholds aor ~~position~~other ~~taken~~criteria bythat ~~one~~could restrict or ~~more~~deter ~~authorities~~investment in ~~Hong Kong. In addition,~~ the ~~PCAOB~~Company’s ~~report identified the specific registered public accounting firms which are subject to these determinations~~securities. ~~On August 26~~Moreover, ~~2022,~~an ~~the~~increasing ~~PCAOB~~number ~~signed a Statement~~ of ~~Protocol~~major ~~(“SOP”) with the China Securities Regulatory Commission (the “CSRC”) and the Ministry of Finance of the PRC~~investors, ~~taking~~exchange-traded ~~the~~funds ~~first step toward opening access for the PCAOB to inspect~~ and ~~investigate~~mutual ~~registered~~funds ~~public~~have ~~accounting~~strict ~~firms~~rules ~~headquartered~~around incertain ~~mainland China and Hong Kong completely~~policies, ~~consistent~~including ~~with~~ESG ~~U.S. law. Pursuant to the SOP~~criteria, ~~the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation~~ and ~~has~~such ~~the~~concerns ~~unfettered~~could ~~ability~~lead tothese ~~transfer~~investors ~~information~~ to ~~the~~avoid ~~SEC. However,~~purchasing ~~uncertainties~~or ~~still~~holding ~~exist as to whether~~ the ~~applicable~~Company’s ~~parties, including governmental agencies, will fully comply with the framework~~securities.

~~Depending~~Limited oncoverage ~~the implementation of the SOP, if the PCAOB continues to be prohibited from conducting complete inspections~~ and ~~investigations~~constrained ofinstitutional ~~PCAOB-registered~~participation ~~public~~may ~~accounting~~make ~~firms~~it inmore ~~China,~~difficult then China-based companies will be delisted pursuant to the HFCA Act despite the SOP. Therefore, there is no assurance that the SOP could give relief to China-based companies against the delisting risk from the application of the HFCAA or the AHFCAA. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and ~~investigate~~costly ~~registered~~for ~~public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to~~ the ~~contrary.~~Company ~~However, should PRC authorities obstruct or otherwise fail~~ to ~~facilitate~~raise ~~the~~additional ~~PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination~~capital. OnAny ~~December 29,~~of ~~2022,~~these ~~the~~outcomes ~~AHFCAA~~could ~~was~~adversely ~~signed~~affect ~~into law to amend~~ the ~~HFCAA~~market byfor ~~requiring~~ the ~~SEC to prohibit an issuer~~Company’s securities ~~from~~and ~~trading~~could onmaterially ~~any~~and ~~U.S. stock~~adversely ~~exchange~~affect if its ~~auditor is not subject to PCAOB inspections for two consecutive years instead of three. Therefore~~business, ~~there~~financial iscondition noand ~~assurance~~results ~~that the SOP could give relief to China-based companies against the delisting risk from the application~~ of ~~the HFCAA or the AHFCAA~~operations.

~~The~~Risks ~~HFCAA~~Related requires that, every year, the SEC identify any public companies (“Commission-Identified Issuers” or “CIIs”) that file annual reports with financial statements audited by an auditor located in a foreign jurisdiction where the PCAOB has determined it is unable to ~~inspect or investigate completely because of a position taken by a foreign authority (a “PCAOB-identified jurisdiction”). Under~~ the ~~amended HFCAA, once a company is identified as a CII for two consecutive years, the SEC must apply certain trading prohibitions to that CII~~Company’s ~~securities.~~Business ~~In addition~~Model, ~~all~~Commercial ~~CIIs~~Operations ~~are listed on the SEC website at www.sec.gov/HFCAA,~~ and ~~each~~Operating CII must provide certain disclosures to investors and the SEC for each year it is identified as a CII. For foreign issuers that are CIIs, the required disclosures include the percentage of shares owned by foreign government entities, whether government entities in the foreign jurisdiction control the issuer, identification of all Chinese Communist Party (“CCP”) officials who are on the board of the issuer or the operating entity for the issuer, and whether the issuer’s articles of incorporation contain any “charter” of the CCP. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.Market

~~Our~~The ~~independent~~Company ~~accountant,~~has ~~WWC,~~an ~~P.C.~~unproven ~~(“WWC”)~~business model, islimited aoperating ~~United States~~history ~~accounting~~and ~~firm~~a ~~based~~lack inof ~~California~~revenue, and it is ~~subject~~difficult to ~~regular~~evaluate ~~inspection by~~ the ~~PCAOB. WWC was not identified in the Determination Report as a firm subject to the PCAOB~~Company’s ~~determinations~~prospects. ~~As a SPAC, our current business activities only involve preparation of this offering and will involve searching for targets and consummation of a business combination following this offering.~~

InThe ~~the~~Company ~~event~~is ~~that~~in wethe ~~decide~~early tostages ~~consummate~~of ~~our~~executing ~~initial~~its business ~~combination~~plan, ~~with~~has anot ~~target~~yet ~~business~~conducted ~~based~~the ininaugural or2026 ~~primarily~~Enhanced ~~operating~~Games inor ~~China,~~other iflive ~~there~~events isand ~~any~~has ~~regulatory~~a ~~change~~limited ~~which~~operating ~~prohibits~~history ~~the~~as ~~independent~~an ~~accountants~~organizer ~~from~~of ~~providing~~sports ~~audit~~events ~~documentations~~and ~~located~~coordinator inof ~~mainland~~direct ~~China or Hong Kong~~ to ~~the~~consumer ~~PCAOB~~products. ~~for~~To ~~inspection~~date, ~~or investigation or~~ the ~~PCAOB~~Company’s ~~expands~~activities ~~the~~have ~~scope~~consisted primarily of ~~the~~organizing ~~Determination~~and ~~Report~~staffing, sobusiness ~~that~~planning ~~the~~(including ~~target~~with ~~company~~respect orto the ~~combined~~inaugural ~~company~~2026 isEnhanced ~~subject to the HFCAA~~Games), ascapital ~~the same may be amended~~raising, ~~you~~building ~~may~~a beroster ~~deprived~~ of ~~the~~athletes, ~~benefits~~sourcing ofclinical ~~such~~research ~~inspection.~~study ~~This~~participation ~~could~~opportunities, ~~limit~~producing ora ~~restrict~~brand ~~our~~documentary ~~access to the U.S. capital markets~~ and ~~the~~building ~~trading~~a ofprescription ~~our~~system ~~securities~~in onconjunction awith ~~national~~its ~~securities~~partners ~~exchange or~~ in ~~the~~delivering ~~over-~~the~~-counter~~ ~~trading~~Live ~~market~~Enhanced inplatform ~~the U~~services.~~S. may~~ beThese ~~prohibited~~limited ~~and~~activities ~~our~~provide ~~securities~~little ~~may~~basis beon ~~delisted~~which byto ~~such~~evaluate ~~exchange~~its ~~under the HFCAA. On December 29~~business, ~~2022~~strategy, ~~the~~operating ~~Accelerating~~plan ~~Holding~~or ~~Foreign~~future ~~Companies Accountable Act (“AHFCAA”) was signed into law~~results, ~~requiring~~and if the ~~SEC to prohibit an issuer~~Company’s ~~securities~~model ~~from~~fails ~~trading on any U.S. stock exchanges if its auditor is not subject~~ to ~~PCAOB~~achieve ~~inspections~~market ~~for~~acceptance ~~two~~or ~~consecutive years~~certain ~~instead~~milestones, ofthe ~~three~~Company ~~consecutive years.~~may ~~The~~never ~~AHFCAA~~generate ~~also~~significant ~~clarified~~revenue ~~that any foreign authority impeding PCAOB inspections~~ or ~~investigations~~achieve ~~can~~profitability, ~~trigger~~which ~~the~~could ~~provisions~~materially ofand ~~the~~adversely ~~act.~~affect ~~If the combined company~~shareholders’s investments.

The Company’s business model, including holding the Enhanced Games and other sporting events in which performance-enhancing substances are permitted, and building a related commercial ecosystem around such events including, among other things, the provision of Live Enhanced services, is novel and unproven. Ongoing audience acceptance, sponsor interest, media rights demand and the willingness of athletes, venues, partners and local authorities to participate are all uncertain. Further, the future treatment of Performance-Enhancing Substances by regulators and sanctioning bodies is also uncertain, and any changes to these regulations could impact the Company’s business model, see “Risk Factors—Risks Relating to the Company’s Legal and Regulatory Obligations—Uncertain and evolving laws and regulations governing Performance-Enhancing Substances, sporting rules and related licensing could materially adversely affect the Company’s ability to stage the Enhanced Games and operate its business, including its Live Enhanced platform”. Therefore, there can be no assurance that the market will develop as the Company anticipates, that the concept will be permitted in the jurisdictions where the Company seeks to operate or that the Company will be able to compete effectively against established sports and entertainment alternatives.

The Company currently has limited revenues and does not expect to generate significant revenues unless and until it executes agreements relating to media rights, sponsorship and merchandising, and until its Live Enhanced services are operating more broadly. Entering into, maintaining and performing its obligations under these agreements and delivering on the anticipated expansion of its Live Enhanced offerings in conjunction with third-party service providers involved in the offerings are each subject to significant execution risk, and delays, terminations or failures to close or renew these arrangements, including as a result of the Company’s reliance on partners, could materially and adversely affect the Company’s business, financial condition and results of operations.

Because of its limited operating history and the evolving nature of its proposed industry, the Company has limited insight into the trends that may affect its business and faces challenges forecasting revenues, budgeting expenses and allocating resources appropriately. Any projected or illustrative financial information would necessarily reflect a high degree of uncertainty and risk and should not be relied upon as indicative of future performance. In particular, the Company may not be successful in conducting the inaugural 2026 Enhanced Games,

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~~auditor~~or ~~cannot~~these beEnhanced ~~inspected~~Games bymay ~~the~~not ~~PCAOB~~be ~~for~~successful ~~two consecutive years, the trading of the securities on any U.S. national securities exchanges as well as any over-the-counter trading~~ in ~~the~~promoting ~~U.S. will be prohibited and our securities may be delisted by such exchange. See “Risk Factors — Risks Associated with Acquiring and Operating a Target Business with~~ its ~~Primary~~business ~~Operation in China — Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect~~ or ~~fully~~generating ~~investigate~~current ~~our auditor. In that case, Nasdaq would delist our securities. The delisting of our securities,~~ or ~~the~~prospective ~~threat of their being delisted, may materially and adversely affect the value of your investment~~revenues. ~~Additionally, the inability of the PCAOB to conduct inspections may deprive our investors with the benefits of such inspections” on page 124.~~

~~Potential~~The ~~Additional~~Company ~~Financings~~has not yet demonstrated its ability to launch and scale live events, secure and enforce the necessary intellectual property and content rights, establish compliant athlete recruitment and safety protocols, produce event related content at commercial scale or build the sales, marketing and distribution capabilities needed to support its business plan. Operational setbacks, unforeseen expenses, reputational concerns, safety incidents or changes in applicable laws or regulations could further impede progress.

WeAs ~~may~~a ~~need to obtain additional financing to complete our initial business combination~~result, ~~either because~~ the ~~transaction~~Company’s ~~requires~~financial ~~more~~condition ~~cash~~and ~~than~~operating isresults ~~available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we~~ may ~~issue~~fluctuate ~~additional~~significantly ~~securities~~from orperiod incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to ~~our public shares. If we raise additional funds through the incurrence of indebtedness~~period, ~~such indebtedness would have rights that are senior to our equity securities~~ and ~~could~~results ~~contain~~for ~~covenants~~any ~~that~~period ~~restrict~~should ~~our~~not ~~operations.~~be ~~Further,~~viewed as ~~described~~indicative ~~above, due to the anti-dilution rights~~ of ~~our~~future ~~founder shares, our public shareholders may incur material dilution~~performance. InAny ~~addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds~~ of ~~this offering and~~ the ~~sale~~foregoing ofcould ~~the~~prevent ~~private placement units, and, as a result, if~~ the ~~cash~~Company ~~portion of the purchase price exceeds the amount available~~ from ~~the~~achieving ~~trust~~profitability account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and ~~transaction~~could ~~costs~~result in ~~connection~~a ~~with~~significant ~~our~~decline search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the ~~completion~~value of ~~our~~shareholders’ ~~initial business combination~~investments. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Sponsor~~Because ~~Information~~the market for the Company’s sporting events and related products is unproven, demand may not develop or be sustained, which would adversely affect the Company’s business, financial condition and results of operations.

~~Our~~The ~~sponsor~~Company’s isaddressable amarket ~~British~~is ~~Virgin~~unknown ~~Islands~~and ~~business~~consumer ~~company,~~acceptance ~~which~~of ~~was~~its ~~incorporated~~sporting toevents ~~invest~~and inmedia ~~our~~content, ~~company.~~Live ~~Although~~Enhanced ~~our~~platform ~~sponsor~~and isother ~~permitted~~ direct-to-customer ~~undertake~~offerings ~~any~~is ~~activities~~unproven. ~~permitted~~The ~~under applicable laws of the British Virgin Islands, our sponsor~~Company’s ~~business~~ability isto ~~focused~~generate onrevenues ~~investing~~is insensitive ~~our~~to ~~company.~~rapidly ~~Claudius~~changing ~~Tsang,~~consumer ~~our~~tastes ~~Chief~~and ~~Executive~~entertainment ~~Officer~~trends, ~~Chief~~as ~~Financial~~well ~~Officer~~as ~~and Chairman, is~~ the ~~beneficial~~popularity ~~shareholder~~ of ~~our sponsor. Claudius Tsang is~~ the ~~sole~~Company’s ~~director~~brand, ofevents Aand ~~SPAC IV~~participating ~~(Holdings) Corp~~athletes. ~~and~~These ~~holds~~factors ~~voting~~are ~~and~~also ~~investment~~expected ~~discretion with respect~~ to ~~the~~affect ~~ordinary~~demand ~~shares~~for ~~held of record by~~ the ~~sponsor.~~Company’s Asrelated ~~of the date of this prospectus~~products, ~~other~~including ~~than~~enhancement ~~Claudius~~products ~~Tsang,~~delivered noto ~~other~~consumers ~~person~~through ~~has~~its ~~voting~~Live ~~and~~Enhanced ~~investment~~services, ~~discretion~~as ~~with~~well ~~respect~~as tomerchandising ~~the~~products. ~~ordinary~~Success ~~shares held~~ of ~~record~~each byaspect ~~the sponsor. None~~ of ~~our~~the ~~officers~~Company’s orbusiness ~~directors~~will ~~have~~depend ~~received~~significantly ~~any~~on ~~cash~~the ~~compensation~~Company’s ~~for~~ability ~~services rendered~~ to ~~us.~~create ~~However,~~compelling ~~our~~sporting ~~Sponsor~~events ~~intends~~and todistribute ~~transfer~~related ancontent ~~aggregate~~through ofchannels ~~60,000~~that ofalign ~~its~~with ~~founder~~evolving ~~shares,~~consumer orpreferences ~~20,000~~while ~~each~~competing toagainst ~~our~~a ~~three~~wide ~~independent directors,~~ and anexpanding ~~aggregate~~array of ~~25,000~~entertainment ofchoices ~~its~~enabled ~~founder~~by ~~shares~~technological tochange. ~~our~~If ~~advisor,~~consumer atpreferences ~~the~~do ~~consummation~~not ofalign anwith ~~initial~~the ~~business~~Company’s ~~combination. Additionally~~offerings, asor ofif ~~the~~demand ~~date~~for ofsporting ~~this~~event ~~Prospectus,~~distribution ~~each~~rights ~~of Serena Shie~~ and ~~Qiong~~related Yecontent ~~holds an indirect interest in [•]~~ and ~~[•]~~products ~~founder~~fails ~~shares,~~to ~~respectively,~~materialize ~~through~~at ~~equity~~expected ~~interest in our sponsor. Other than Claudius Tsang~~levels, ~~none of~~ the ~~other~~Company’s ~~members~~business ofcould ~~our~~be ~~sponsor~~adversely ~~will have the right to control the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise~~affected.

~~Additionally,~~Demand ~~subject~~for tothe ~~each~~Company’s ~~non-voting~~events ~~sponsor~~may ~~investor~~be ~~purchasing~~affected by factors that are difficult to predict or control, ~~through~~including shifts in the ~~sponsor~~social and political climate, ~~the~~public ~~private~~health ~~placement~~events, ~~units~~macroeconomic ~~allocated~~conditions, tonegative itpublicity inor ~~connection~~changes ~~with~~in the ~~closing~~perceptions of ~~this~~the ~~offering,~~Company’s ~~the~~brand ~~sponsor~~among ~~will~~consumers, ~~issue~~sponsors, ~~non-voting~~distributors ~~shares~~and atvenue apartners. ~~nominal~~The ~~purchase~~“enhanced” ~~price~~nature toof the ~~non-voting~~Company’s ~~sponsor~~sporting ~~investors~~events ~~reflecting~~may ~~interests~~attract inheightened anscrutiny ~~aggregate~~and ofdivergent ~~[•]~~public ~~founder~~views, ~~shares~~and ~~held~~any bynegative ~~the~~perception ~~sponsor.~~could ~~Non-voting~~reduce ~~sponsor~~viewership, ~~investors~~sponsorship ~~will~~and ~~have~~licensing noor ~~right~~distribution toopportunities ~~control~~and ~~the~~affect ~~sponsor~~demand orfor ~~participate~~related inenhancement ~~any~~products. ~~decision~~Failure ~~regarding~~to ~~the~~anticipate ~~disposal~~or ofrespond ~~any~~timely ~~security~~to ~~held~~such bysentiment could result in reduced demand for the ~~sponsor,~~Company’s orevents ~~otherwise~~and content.

The Company may be required to make significant commitments before learning whether a particular event or format will attract sufficient consumer interest, including guaranteed payments to athletes, venue deposits and production expenditures. Events are planned months in advance, and if the public is not receptive, if an event underperforms, or if an event is postponed or canceled, the Company may be unable to recover such costs. The availability and marketability of high-profile athletes can also influence demand; unavailability or reduced participation could limit the Company’s ability to generate anticipated revenue from specific events.

Initial indications of interest may not translate into sustained demand, and there is no guarantee that future demand for the Company’s events or related products and services will meet management’s expectations. To the extent the Company’s events, products and services do not meet consumer expectations, or if the Company is unable to maintain brand appeal while expanding its offerings (particularly the expansion of its Live Enhanced platform), the Company’s future revenues and growth prospects could be adversely affected. Even if consumer acceptance emerges, it may be volatile, may plateau below expectations or may decline as novelty fades or competing entertainment options proliferate.

Any of the foregoing could materially and adversely affect the Company’s business, financial condition and results of operations.

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The ~~following~~Company’s ~~table~~revenue ~~sets~~model ~~forth~~is unproven and depends on the ~~payments~~successful tolaunch beand ~~received~~scaling byof ~~our~~live ~~sponsor~~events and ~~its~~related ~~affiliates~~monetization ~~from~~(media usand ~~prior~~broadcasting torights, orsponsorships inand ~~connection~~advertising, ~~with~~ticketing ~~the~~and ~~completion~~hospitality ofand ~~our~~merchandise). ~~initial~~Delays, ~~business~~cancellations ~~combination~~or ~~and~~less ~~the~~than ~~securities~~expected ~~issued~~demand ~~and~~could tomaterially beadversely ~~issued~~affect bythe usCompany’s tobusiness, ~~our~~financial ~~sponsor~~condition orand ~~its~~results ~~affiliates:~~of operations.

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
A SPAC IV (Holdings) Corp.	7,666,667 Class B Ordinary Shares(1)(3)	$25,000
	400,000 private placement units (430,000 private placement units if the underwriters’ over-allotment is exercised in full) to be purchased simultaneously with the closing of this offering(2)	$4,000,000 (or $4,300,000 if the underwriters’ over-allotment option is exercised in full)
	Up to $300,000	Repayment of loans made to us to cover offering related and organizational expenses.
	Up to $1,500,000 in working capital loans, which loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit	Working capital loans to finance transaction costs in connection with an initial business combination
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination
Holders of Class B ordinary shares	Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio	Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
A SPAC IV (Holdings) Corp., our officers, directors, or our or their affiliates	Finder’s fees, advisory fees, consulting fees or success fees	Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account

The Company intends to manage competitive sports events and over time to monetize those events through broadcasting and other media distribution, sponsorships and advertising, ticketing and hospitality and merchandise. The Company also intends to offer Live Enhanced services in which consumers are given the opportunity to follow tailored enhancement protocols, receive enhancement products and purchase personalized supplements, the demand for which is expected to significantly depend on the success of the Enhanced Games and the Company’s other sporting events. These revenue streams are untested at the scale reflected in the Company’s plans, and its assumptions regarding pricing, adoption, audience size and engagement, sponsor demand and per event economics are inherently speculative. In particular, the Company may not be successful in conducting the inaugural 2026 Enhanced Games, or these Enhanced Games may not be successful in promoting its business or generating current or prospective revenues. If consumer or corporate demand is lower than the Company anticipates or if its brand building and marketing efforts fail to attract and retain fans in a crowded entertainment landscape or drive participation in its direct-to-consumer product and service offerings, the Company’s results could be below expectations. If the Company does not successfully anticipate market needs and execute on delivering quality products and services that meet those needs on a timely basis, it may not be able to compete effectively and its ability to generate revenues will suffer. The Company cannot guarantee that it will be able to anticipate future market needs and opportunities or be able to develop products and services to meet such needs or opportunities in a timely manner, if at all.

~~____________~~The Company’s ability to realize anticipated media and sponsorship revenues also depends on negotiating, renewing, and performing under distribution, licensing, advertising and sponsorship arrangements. The Company may have limited influence over the pricing, packaging or promotional strategies of distributors and platforms, and competitive dynamics or regulatory developments can change how rights are sold and valued. If it fails to secure distribution on expected terms, if the number of viable bidders declines, if platform policies or laws limit rights exploitation or if advertising markets weaken, the Company’s media and sponsorship revenues could be lower than projected.

~~(1) Of~~Demand for the ~~Class B~~Company’s ~~Ordinary~~sporting ~~Shares~~events, ~~the~~media ~~non-voting~~content ~~sponsor~~and ~~investors~~related ~~own,~~products ~~indirectly~~and ~~through~~services is further tied to discretionary consumer spending and, in the ~~purchase~~case of ~~non-voting~~sponsorship ~~shares~~and advertising revenue, ancorporate ~~aggregate~~marketing budgets, both of ~~[•]~~which ~~Class B~~are ~~Ordinary~~sensitive ~~Shares~~to macroeconomic conditions such as inflation, ~~which~~interest ~~were~~rates ~~purchased~~and ~~for~~overall $0economic uncertainty.~~003~~ A deterioration in these conditions can reduce ticket sales and hospitality spending, depress pay per ~~share~~view or subscription purchases and advertising rates and cause sponsors to reduce or defer commitments. Prolonged or pronounced weakness in consumer or corporate spending would adversely affect the Company’s business.

~~(2) The~~If ~~non-voting~~any ~~sponsor~~of ~~investors~~the ~~have~~foregoing ~~expressed an interest to purchase~~occur, ~~indirectly through~~ the ~~purchase~~Company’s ofrevenues ~~non-voting~~and ~~shares,~~cash anflow ~~aggregate~~could ofbe ~~[•]~~significantly ~~private~~reduced, ~~placement~~it ~~units~~may ($not ~~[•]~~achieve ~~in the aggregate) at a price of $10.00 per unit (whether~~ or ~~not~~sustain ~~the~~profitability, ~~over-allotment~~it ~~option~~could isrequire ~~exercised~~additional incapital, ~~full)~~and inits abusiness, ~~private~~financial ~~placement~~condition ~~that~~and ~~will~~results ~~close~~of ~~simultaneously~~operations ~~with~~could ~~the~~be ~~closing~~materially ofadversely ~~this offering~~affected.

~~(3) A~~Event ~~SPAC IV~~postponements, ~~(Holdings)~~cancellations, ~~Corp.~~or ~~intends~~material tomodifications ~~transfer~~could ~~(i)~~leave anthe ~~aggregate~~Company ofwith ~~60,000~~unrecovered ~~of its founder shares~~costs, orrefund 20obligations,~~000~~ ~~each to our three independent non-executive directors~~ and ~~(ii)~~reduced ~~an aggregate of 25~~revenue,~~000~~ ofand ~~its~~insurance ~~founder~~(if ~~shares~~any) tomay ~~our~~not ~~advisor,~~adequately atprotect ~~the~~against ~~consummation~~these ~~of an initial business combination~~losses.

~~Because~~As ~~our~~an ~~sponsor~~operator ~~acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing~~ of ~~this~~live ~~offering. Further~~events, the ~~Class A~~Company ~~ordinary~~bears ~~shares~~most ~~issuable~~or inall ~~connection~~of ~~with~~ the ~~conversion~~costs of ~~the~~convening ~~founder~~and ~~shares~~operating ~~may~~its ~~result~~sporting inevents ~~material~~and ~~dilution~~will toordinarily ~~our~~commit ~~public~~to ~~shareholders~~those ~~due~~costs tosignificantly ~~the~~before ~~anti-dilution~~an ~~rights~~event ofoccurs. ~~our~~If ~~founder~~a ~~shares~~planned ~~that~~event ~~may~~is ~~result~~delayed, inmaterially anmodified ~~issuance~~or ofdoes ~~Class A~~not ~~ordinary~~occur, ~~shares~~the onCompany amay ~~greater~~be ~~than~~unable ~~one-~~to~~-one~~ ~~basis~~recoup ~~upon~~its ~~conversion.~~investments, ~~See~~may ~~the~~be ~~sections~~required ~~titled~~to ~~“Risk~~issue ~~Factors — Risks~~refunds ~~Relating~~or tocredits ~~our~~for ~~Sponsor~~tickets and ~~Management~~hospitality ~~Team — The~~and ~~nominal~~may ~~purchase~~realize ~~price~~reduced ~~paid~~media, bysponsorship ~~our~~and ~~sponsor~~licensing ~~for~~fees. ~~the~~Rescheduling ~~founder~~can ~~shares~~also ~~may~~ result in ~~significant~~substantial ~~dilution~~incremental tocosts ~~the~~and ~~implied~~lower ~~value~~attendance ofor ~~your~~viewership. ~~public~~Sporting ~~shares~~events ~~upon~~are ~~the~~vulnerable ~~consummation~~to ofnumerous ~~our~~factors ~~initial~~outside ~~business~~the ~~combination~~Company’s control, ~~and~~including ~~our~~severe ~~sponsor~~weather, ispublic ~~likely~~health toconcerns, ~~make~~security aincidents, ~~substantial~~natural ~~profit~~disasters, onlabor ~~its~~actions, ~~investment~~transportation inor ussupply inchain ~~the~~disruptions, ~~event~~permitting weor ~~consummate~~other anregulatory ~~initial~~issues, ~~business~~venue ~~combination~~availability constraints, ~~even~~technology iffailures ~~the~~and ~~business~~injuries, ~~combination~~withdrawals ~~causes~~or ~~the~~other ~~trading~~failure ~~price~~ of ~~our~~participants ~~ordinary shares~~ to ~~materially~~appear, ~~decline”~~which ~~for~~could ~~further~~force ~~discussion~~postponement, onrelocation ~~our~~or ~~sponsor’s~~cancellation. ~~and~~Insurance ~~our~~may ~~affiliates’~~be ~~securities~~unavailable ~~and~~on ~~compensation.~~

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~~The~~acceptable ~~founder~~terms, ~~shares~~may ~~will~~exclude ~~automatically~~certain ~~convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis~~risks, is subject to ~~adjustment~~deductibles ~~for share sub-divisions, share capitalizations, reorganizations, recapitalizations~~ and ~~the like~~limits, and ~~subject~~may tonot ~~further~~cover ~~adjustment~~lost ~~as provided herein. In the case that additional Class A ordinary shares~~profits, orreputational ~~any other equity-linked securities~~harm, ~~are issued~~ or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all ~~Class B ordinary shares will equal, in the aggregate, 25%~~ of the ~~sum of (i) all ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters~~Company’s ~~over-allotment~~losses. ~~option~~If ~~and~~these ~~excluding~~risks ~~the~~were ~~Class A ordinary shares underlying the private placement units issued~~ to ~~the sponsor)~~materialize, ~~plus (ii) all Class A ordinary shares~~ and ~~equity-linked securities issued or deemed issued, in connection with~~ the ~~closing~~Company’s ofinsurance ~~the~~did ~~initial~~not ~~business~~cover ~~combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in~~ the ~~initial~~losses ~~business~~incurred combination and any private placement-equivalent securities issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans). Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a ~~financing transaction in connection with our initial business combination~~result, ~~including~~the ~~but~~Company’s ~~not~~financial ~~limited~~condition toand aresults ~~private placement~~ of ~~equity~~operations orwould ~~debt. Securities could~~ be ~~“deemed~~materially ~~issued”~~adversely ~~for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities or similar securities~~affected.

~~Pursuant~~Geopolitical toinstability ~~a letter agreement to be entered with us, each of our sponsor, directors~~ and ~~officers~~armed ~~has~~conflict ~~agreed~~in tothe ~~restrictions~~Middle onEast ~~its~~could ~~ability~~disrupt tothe ~~transfer,~~Company’s ~~assign,~~activities orin ~~sell~~ the ~~founder shares and private placement units~~U.A.E., aswhich ~~summarized~~could inadversely ~~the~~affect ~~table~~its ~~below~~business.

Subject Securities		Expiration Date		Natural Persons and Entities Subject to Restrictions		Exceptions to Transfer Restrictions
Founder Shares		The earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.		A SPAC IV (Holdings) Corp. Claudius Tsang Nathan Pau Ashley Bancroft Tracy Hui Yin Choi		Transfers permitted (a) to our or CCM’s officers, directors, advisors or consultants, any affiliate or family member of any of our or CCM’s officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private

Although the Company’s principal operations are in the United States and it expects to hold the inaugural Enhanced Games in Las Vegas in May 2026, it maintains relationships with facilities and medical professionals in and is currently sponsoring a Clinical Research Study in the U.A.E. and certain athletes expected to participate in the inaugural Enhanced Games are, from time to time, located in the U.A.E. in connection with that study and related activities. Geopolitical instability and armed conflict in the Middle East, including in and around the Gulf region, could in the future adversely affect these activities by creating heightened security risks; endangering the Company’s personnel and independent contractors (including athletes), disrupting study operations, site access, vendors or logistics; delaying or restricting travel into or out of the U.A.E.; increasing security, insurance and transportation costs; and causing the postponement, suspension, relocation or cancellation of activities in the U.A.E. Any such disruptions could delay or impair the Clinical Research Study, endanger athletes and personnel or impede athlete preparation or travel, increase the Company’s costs and reduce its ability to carry out its business plans on the timeline it currently expects, or at all, any of which could materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

Enhanced Athletes and Enhanced Games events may not deliver the expected level of performance or entertainment value, which could materially harm the Company’s revenue streams.

The Company anticipates that its live events, including the Enhanced Games, will involve a mix of Enhanced Athletes and Non-Enhanced Athletes. If Enhanced Athletes do not outperform Non-Enhanced Athletes, or perform below the expected level, there is a risk that the Enhanced Games or the Company’s other sporting events following the Enhanced Games may not deliver the level of performance or entertainment value that audiences, sponsors, distribution partners and other stakeholders expect. Further, participation in enhancement protocols is voluntary, and if athletes elect not to enhance, respond unpredictably to enhancement, withdraw from events or otherwise fail to deliver superior or compelling performances, there is a risk that the Enhanced Games (initially, and other sporting events thereafter) may be perceived as having delivered underwhelming or inconsistent results, which could cause demand for subsequent events of the Company to decline and impair the Company’s ability to secure and expand commercial arrangements.

Further, if the Enhanced Games and other sporting events fail to prove the concept of performance increasing as a result of the enhancement protocols in which the athletes voluntarily participate, demand for the Company’s Live Enhanced platform is likely to decrease, and may not meet the expectations of management or reach the levels that underlie the Company’s projections.

The quality and popularity of the Company’s events drive its principal revenue streams, each of which could be adversely affected by underwhelming athlete performance or unfavorable reception of the product concept, including:

•Sponsorship revenue through sponsorship relationships;

•Retail, merchandising, apparel and product licensing revenue through product sales;

•Broadcasting and media revenue through linear and digital platforms;

•Event day revenue through ticket sales and concessions; and

•Demand for the Company’s Live Enhanced platform.

In addition, perceived low quality or inconsistency could make it more difficult to attract and retain top athletes for future sporting events or participation in future enhancement protocols, and make it more difficult for the

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~~Subject~~Company ~~Securities Expiration Date Natural Persons and Entities Subject~~ to ~~Restrictions~~enter ~~Exceptions~~into ~~to Transfer Restrictions sales~~ or ~~transfers~~maintain ~~made~~operating inagreements connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from our sponsor or CCM to its respective members, partners or shareholders pursuant to our sponsor’s or CCM’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the British Virgin Islands or our sponsor’s memorandum and ~~articles of association (as my be amended) upon dissolution of our sponsor or upon dissolution ofCCM, (h) in the event of our liquidation prior~~ to ~~our~~negotiate ~~consummation~~favorable ofmedia ~~our~~distribution initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and ~~clause~~sponsorship ~~(j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements~~terms.

Because the Company is a development stage company pursuing a novel and unproven concept and with limited current revenue, any failure to conduct expected events, or shortfall in event quality or popularity for events that do occur, could have a disproportionate impact on its business, financial condition and results of operations.

The Company’s insurance, indemnification and other risk mitigation arrangements may be unavailable or insufficient to protect it against liabilities arising from Live Enhanced, the Enhanced Games and the Clinical Research Study, which could expose it to significant losses, which could materially harm the Company’s business, financial condition, results of operations and prospects.

The Company’s operations expose it to a variety of actual and potential liabilities, including professional liability claims arising from healthcare services, including telehealth services, made available through Live Enhanced, product liability and other product-related claims relating to OTC supplement blends sold through Live Enhanced, and bodily injury, property damage, cancellation and other event-related claims relating to the Enhanced Games. Although the Company seeks to obtain and maintain insurance coverage that it believes is appropriate for its operations, certain coverage is still being evaluated as of the date of this prospectus, may not be available on acceptable terms or at all and, if available, may be subject to exclusions, sub-limits, deductibles, retentions and other limitations. Specifically, the Company maintains general liability insurance and intends to purchase supplemental telehealth insurance to cover third-party claims in connection with the Live Enhanced platform as well as special event cancellation and other insurance in connection with the Enhanced Games. In addition, any indemnification rights or other contractual protections the Company may have may be unavailable, unenforceable or insufficient, and any claims that are not covered, are only partially covered or exceed available policy limits could result in significant out-of-pocket costs, diversion of management attention, reputational harm and increased operating expenses.

With respect to Live Enhanced, healthcare services, including telehealth services, may give rise to claims alleging medical malpractice or other professional liability. Although such services are provided by third-party telehealth providers and the Company expects to benefit from contractual indemnification and additional insured status under that provider’s insurance policies, users may nonetheless assert claims directly against the Company, including on a vicarious liability theory based on the Company’s branding and role in the platform. Such claims may exceed available insurance limits and the telehealth provider’s ability to indemnify the Company, and the Company may be unable to obtain supplemental telehealth liability insurance on acceptable terms or at all. In addition, OTC supplement blends sold through Live Enhanced could be subject to product liability claims, contamination, tampering, mislabeling, recalls or other damage, and the Company may be unable to benefit from contractual or indemnity protection or obtain and maintain product liability or related coverage for these risks on acceptable terms or at all.

The Enhanced Games also involve substantial risk. The Company expects to seek special event insurance, including general liability coverage for bodily injury and property damage to spectators and other third parties, as well as workers’ compensation, automobile insurance and other appropriate endorsements, and it is exploring event cancellation insurance to cover non-refundable expenses if an event is cancelled for reasons beyond its control. However, such coverage may not be available on acceptable terms or at all and, if obtained, may cover only a portion of the Company’s losses and remain subject to deductibles, exclusions and other limitations. Moreover, the Company does not have third-party liability insurance covering personal injury or death claims by athletes training for or participating in the Enhanced Games, and it has not been able to obtain such coverage due to the difficulty of underwriting that risk. Although the Company seeks to mitigate this exposure through medical and health assessments, those measures may not prevent injuries, adverse health outcomes or related claims.

In connection with the Clinical Research Study, the Company has obtained human clinical trial liability insurance for claims by participants arising from personal injury or death in the U.A.E, as required by applicable law. However, that coverage is limited in scope, applies only to certain claims and jurisdictions, and may not protect the Company against all liabilities associated with the Clinical Research Study.

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Subject Securities	Expiration Date	Natural Persons and Entities Subject to Restrictions	Exceptions to Transfer Restrictions
Private placement units (including the securities underlying such units)	after the completion of our initial business combination	A SPAC IV (Holdings) Corp.	Same as above
Any units (other than the private placement units), rights, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or rights	180 days	A SPAC IV (Holdings) Corp.	The representative in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement units (including the securities underlying such units) pursuant to the letter agreement described in the immediately preceding paragraphs.

If the Company incurs uninsured or underinsured liabilities, or if its existing insurance, indemnification or other risk mitigation arrangements prove inadequate, its business, financial condition, results of operations and prospects could be materially adversely affected.

UpThe toCompany’s ~~1,000,000~~reliance ~~of the founder shares will be surrendered for no consideration depending~~ on ~~the~~third ~~extent~~parties ~~to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or~~ for ~~any other reason determined by our sponsor in~~ its ~~sole~~Live ~~discretion,~~Enhanced ~~our~~services ~~sponsor~~exposes ~~may~~it ~~surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities, including for no consideration, as well as subject any such securities~~ to ~~earn-outs~~significant ~~or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities~~risks. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.

~~Corporate~~The ~~Information~~Company relies on third parties to provide essential components of its Live Enhanced platform, including clinical staffing, prescribing and compliance infrastructure. This reliance places key elements of the Company’s operations outside of its direct control and exposes the Company to risks that could materially and adversely affect its business.

~~Our~~Since ~~executive~~the ~~offices~~Company ~~are~~depends ~~located~~on atthird-party ~~The~~service ~~Sun’s~~providers ~~Group~~for ~~Center~~clinician resources, ~~29th~~prescribing ~~Floor~~practices and regulatory compliance, ~~200~~the ~~Gloucester~~Company ~~Road~~faces risks of delays, ~~Wan~~errors ~~Chai~~or ~~Hong Kong~~quality issues in the delivery of care. The Company may also have limited oversight of how the third-party service providers recruit, train or supervise clinicians that provide the Company’s services, and ~~our~~there ~~telephone~~can ~~number~~be isno ~~+852~~assurance ~~9258~~that ~~9728~~these practices will consistently meet the Company’s standards or regulatory requirements. In addition, the third-party service providers may prioritize their own business objectives over those of the Company, which could result in conflicts of interest or misalignment in strategy and execution.

WeIf ~~are~~the anthird-party ~~“emerging~~service ~~growth~~providers ~~company,”~~fail asto ~~defined~~perform intheir ~~Section 2(a) of the Securities Act of 1933~~obligations, ~~as amended (~~the ~~“Securities~~Company’s ~~Act”),~~remedies asmay ~~modified~~be bylimited ~~the~~to ~~Jumpstart~~contractual ~~Our~~recourse, ~~Business~~which ~~Startups~~may ~~Act of 2012~~not ~~(the~~be ~~“JOBS~~sufficient ~~Act”). As such, we are eligible~~ to ~~take~~protect ~~advantage~~the ofCompany ~~certain~~against ~~exemptions~~operational ~~from~~or ~~various~~reputational ~~reporting~~harm. ~~requirements~~Replacing ~~that~~a ~~are~~service ~~applicable~~provider toor ~~other~~transitioning ~~public~~these ~~companies~~services ~~that~~in-house ~~are~~could ~~not~~be ~~“emerging~~costly, ~~growth~~time-consuming ~~companies”~~and ~~including~~uncertain, ~~but~~and ~~not~~the ~~limited~~Company ~~to,~~may not ~~being~~be ~~required~~able to ~~comply~~secure ~~with~~alternative ~~the~~providers ~~auditor~~on ~~attestation~~acceptable ~~requirements of Section 404 of the Sarbanes-Oxley Act of 2002~~terms, or ~~the~~at ~~Sarbanes-Oxley~~all. ~~Act~~Furthermore, ~~reduced~~changes ~~disclosure obligations regarding executive compensation~~ in ~~our~~pricing ~~periodic~~or ~~reports~~other ~~and~~contractual ~~proxy~~terms ~~statements,~~with ~~and exemptions from~~ the ~~requirements of holding a non~~third-~~binding~~party ~~advisory~~service ~~vote~~providers oncould ~~executive~~negatively ~~compensation~~impact ~~and~~the ~~shareholder~~Company’s ~~approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result~~margins, ~~there~~financial ~~may~~condition ~~be a less active trading market for our securities~~ and ~~the~~results ~~prices~~ of ~~our securities may be more volatile~~operations.

InThe ~~addition,~~Company’s ~~Section 107~~reliance ofon ~~the~~third ~~JOBS~~parties ~~Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act~~ for ~~complying~~venues, ~~with~~equipment ~~new~~and ~~or revised accounting standards. In~~ other ~~words,~~essential anelements ~~“emerging~~of ~~growth company” can delay~~ the ~~adoption~~Enhanced ofGames ~~certain~~exposes ~~accounting~~it ~~standards until those standards would otherwise apply~~ to ~~private~~significant ~~companies~~risks. ~~We intend to take advantage of the benefits of this extended transition period.~~

WeThe ~~will~~Company ~~remain~~depends anon ~~emerging~~a ~~growth~~wide ~~company~~range ~~until~~of ~~the~~third-party ~~earlier~~providers ofto ~~(1)~~ supply critical components necessary for the ~~last day~~successful planning, production and execution of the ~~fiscal~~Enhanced ~~year~~Games, ~~(a) following~~including ~~the~~but ~~fifth~~not ~~anniversary~~limited to sporting venues, competition facilities, athletic equipment, event-operations services, lodging, transportation, broadcast-production resources, and other specialized products and services. In particular, several of the ~~completion~~Company’s ofanticipated ~~this~~arrangements ~~offering~~with pool operators, ~~(b) in~~facility ~~which~~providers weand ~~have~~related ~~total~~infrastructure ~~annual~~suppliers ~~gross~~remain ~~revenue~~at the letter-of-intent ator ~~least~~indicative-discussion $1stage and have not yet been formalized into binding agreements.~~235 billion~~ As a result, there is no assurance that such suppliers will enter into definitive agreements on acceptable terms or ~~(c) in~~at all, which wecould ~~are~~require ~~deemed~~the Company to beidentify aalternative ~~large~~facilities, ~~accelerated~~incur ~~filer~~higher costs, ~~which~~or ~~means~~modify ~~the~~event ~~market~~plans ~~value~~on short notice. The Company’s dependence on these third parties places key elements of ~~our~~its operations outside of its direct control, exposing it to risks that could materially and adversely affect its business, financial condition and prospects.

Because hosting a multi-sport global event requires timely access to compliant and competition-grade venues and equipment, the Company faces risks of delays, shortages, performance issues, or quality failures by third-party providers. The Company may have limited oversight over how these vendors source, maintain or deliver facilities and equipment, and cannot guarantee that such third parties will consistently meet the Company’s safety, performance, regulatory or contractual standards. In addition, these counterparties may prioritize their own commercial or strategic interests over those of the Company, creating potential conflicts of interest or misalignment in planning, scheduling or operational execution.

If any third-party provider fails to perform its obligations, becomes insolvent, breaches a contract, or is otherwise unable or unwilling to supply the required venue access, equipment or services, the Company’s remedies may be limited to contractual recourse, which may not be sufficient to prevent operational disruption or reputational harm. Securing alternative venues, equipment suppliers or event-services providers, particularly on short notice, could be costly, time-consuming and uncertain, and the Company may not be able to procure acceptable replacements on commercially reasonable terms, or at all. Moreover, increases in pricing or changes in other contractual terms imposed by third-party providers could negatively impact the Company’s cost structure, margins and financial results.

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~~Class A~~The ~~ordinary~~Company’s ~~shares~~ability ~~that~~to ~~are~~host ~~held~~the by2026 ~~non-affiliates~~Enhanced ~~exceeds~~Games ~~$700 million~~depends asin ofsubstantial ~~the~~part ~~prior~~on ~~June 30th,~~successfully arranging and ~~(2) the~~coordinating ~~date~~numerous onthird-party ~~which~~products weand ~~have~~services ~~issued~~in ~~more~~a ~~than~~timely $1and reliable manner.~~0 billion~~ inThere ~~non-convertible~~can ~~debt~~be ~~securities~~no ~~during~~assurance that the ~~prior~~Company ~~three~~will be able to finalize required agreements, secure necessary venues and equipment, or otherwise obtain all essential third-~~year~~party ~~period~~deliverables. ~~References~~If ~~herein~~the toCompany ~~“emerging~~is ~~growth~~unable ~~company”~~to ~~will~~do ~~have~~so, the ~~meaning~~Company ~~associated~~may ~~with~~be itforced into alter, delay or reduce the ~~JOBS~~scope ~~Act~~of the 2026 Enhanced Games or future events, which would materially harm its business, reputation and growth prospects.

~~Additionally,~~Restrictions weor ~~are~~loss aof ~~“smaller~~access ~~reporting~~to ~~company” as defined in Item 10(f)(1) of Regulation S~~third-~~K. Smaller~~party ~~reporting~~analytics, ~~companies~~technology ~~may~~platforms ~~take~~and ~~advantage~~data ~~of certain reduced disclosure obligations~~systems, ~~including,~~many ~~among other things, providing only two years~~ of ~~audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in~~ which ~~(1) the~~are ~~market~~controlled ~~value of our ordinary shares held~~ by ~~non-affiliates~~established isorganizations ~~equal~~that tomay oroppose ~~exceeds $250 million as of~~ the ~~prior~~Company’s ~~June 30~~model, orcould ~~(2) our~~impair ~~annual~~the ~~revenues~~Company’s ~~equaled~~products orand ~~exceeded~~broadcasts, ~~$100 million~~increase ~~during~~its ~~such~~costs, ~~completed~~reduce ~~fiscal~~engagement ~~year~~ and ~~the~~monetization, ~~market~~and ~~value~~expose ofit ~~our ordinary shares held by non-affiliates is equal~~ to ~~or exceeds $700 million as of the end of that year’s second fiscal quarter~~disputes.

The Company’s business relies on timely, reliable access to Technology and Data Systems. Many of these Technology and Data Systems may be owned or controlled by established organizations, such as sporting federations and leagues, venues and technology vendors, data rights-holders and measurement providers, or by parties that have significant outstanding relationships with these established organizations, in each case that may view the Company as a competitor or otherwise choose, for strategic, contractual or regulatory reasons, to restrict or deny it access. There is no assurance that it will obtain or maintain access to these Technology and Data Systems on commercially reasonable terms or at all.

These counterparties could: (i) refuse to license or renew access; (ii) terminate or narrow existing access rights (including by imposing rate limits, delaying delivery, removing fields or changing formats); (iii) increase fees or impose usage, attribution or exclusivity restrictions that conflict with the Company’s business model; or (iv) condition access on compliance terms or operational standards that are costly or impracticable. They may also assert that contractual obligations, exclusive arrangements, internal policies or regulatory considerations prevent them from providing it access.

If the Company’s access is restricted or withdrawn, it may be forced to rely on less accurate, delayed or incomplete third-party substitutes, or to invest in self-collection of data. These alternatives may degrade the quality, timeliness and reliability of its broadcasts and products; increase its operating costs; reduce user engagement, advertiser and sponsor demand and overall monetization; and impair its ability to meet partner, advertiser or contractual service-level commitments.

In addition, if the Company pursues alternative data collection or integration methods, it could face allegations from rights-holders or technology providers that its activities violate contracts or infringe intellectual property, privacy, data-protection or other rights. Defending such claims could be costly and time-consuming, and adverse outcomes could result in damages, injunctions, loss of access to data or systems and requirements to modify or cease features.

Risks Relating to the Company’s Legal and Regulatory Obligations

Uncertain and evolving laws and regulations governing Performance-Enhancing Substances, sporting rules and related licensing could materially adversely affect the Company’s ability to stage the Enhanced Games and operate its business, including its Live Enhanced platform.

The legal status of Performance-Enhancing Substances varies significantly across jurisdictions and in some cases remains unsettled. Changes in drug scheduling, anti-doping regimes or sporting regulations, whether through new legislation, reinterpretation of existing rules or shifts in enforcement priorities, could materially alter the Company’s business model. For example, if international or national sporting authorities, including WADA, were to permit broader use of certain Performance-Enhancing Substances, the Company’s differentiated value proposition could diminish and its competitive position could be weakened. Conversely, if regulation of these substances becomes more restrictive or enforcement more stringent, the Company’s compliance costs could increase substantially and its ability to stage the Enhanced Games or other sporting events or to offer related products and services direct to consumers could be limited or prohibited.

Because the Company’s business is in its development stage and has not been subject to a consistent or comprehensive regulatory framework upon which to base expectations of future regulation, there is an elevated risk

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~~THE~~that ~~OFFERING~~regulators may adopt unexpectedly adverse positions, impose unexpected obligations or deny, suspend or condition approvals required for the operation of the Company’s business. The Company’s operations depend on the Company or its partners obtaining and maintaining multiple permits, licenses and approvals at the local, state and federal levels including, as applicable, event, venue and promoter permissions; health and safety authorizations; and licenses, registrations and other approvals relating to its Live Enhanced platform (including permission and licenses required relating to pharmacy operations and prescription of substances). These regimes are complex and evolving, and they may change with little notice. Delays, denials, revocations or burdensome conditions could force the Company or its partners to modify, relocate, postpone or cancel events or service offerings, reduce the scope of its operations or exit certain markets altogether.

InAuthorities ~~making~~could ~~your~~also ~~decision~~determine onthat ~~whether~~aspects toof ~~invest~~the inCompany’s ~~our~~activities ~~securities~~violate, ~~you~~or ~~should~~facilitate ~~take~~violations ~~into~~of, ~~account~~applicable ~~not~~laws ~~only~~or ~~the~~rules ~~backgrounds~~(including ofcontrolled ~~the~~substance, ~~members~~anti-doping, ofadvertising, ~~our~~consumer ~~management team~~protection, ~~but~~or ~~also~~telehealth ~~the~~and ~~special~~prescribing ~~risks~~requirements). weThe ~~face~~Company ascould aface ~~blank~~civil ~~check~~or ~~company~~criminal ~~and~~investigations ~~the~~or ~~fact~~enforcement ~~that~~actions, ~~this~~penalties, ~~offering~~fines, isinjunctions, ~~not~~asset ~~being~~seizures, ~~conducted~~license inrestrictions, ~~compliance~~requirements ~~with~~to ~~Rule 419~~block ~~promulgated~~or ~~under~~limit ~~the~~access ~~Securities~~in ~~Act.~~particular ~~You~~jurisdictions, ~~will~~litigation ~~not~~and bereputational ~~entitled~~harm. toEven ~~protections~~good ~~normally~~faith ~~afforded~~compliance toefforts ~~investors~~may inbe ~~Rule 419~~deemed ~~blank~~insufficient ~~check~~as ~~offerings.~~laws ~~You~~and ~~should~~interpretations ~~carefully~~change, ~~consider~~and ~~these~~frequent ~~and~~changes increase the ~~other~~Company’s ~~risks~~compliance ~~set~~costs ~~forth~~and in the ~~section~~risk ~~below~~of ~~entitled “Risk Factors~~error.”

Securities offered:		20,000,000 units, at $10.00 per unit, each unit consisting of:
		• one Class A ordinary share; and • one right to receive one-eighth (1/8)
		of one Class A ordinary share upon the consummation of our initial business combination.
Proposed Nasdaq symbols:		Units: “APADU” Class A Ordinary Shares: “APAD” Rights: “APADR”
Trading commencement and separation of Class A ordinary shares and units:		The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless CCM informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below. Once the Class A ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and rights.
Separate trading of the Class A ordinary shares and rights is prohibited until we have filed a Current Report on Form 8-K:		In no event will the Class A ordinary shares and rights be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the over-allotment option.

Any of the foregoing could adversely affect the Company’s reputation and relationships with athletes, partners, venues and regulators, and could have a material adverse effect on its business, competitive position, financial condition, results of operations and growth prospects.

International expansion would expose the Company to complex and evolving laws and enforcement risks. If the Company cannot obtain and maintain required approvals, or if local authorities, regulators or sanctioning bodies restrict its business model, the Company may be unable to stage events or offer Live Enhanced services abroad, which would limit its addressable market and harm its business.

The Company expects that part of its long-term growth could come from operating events and related businesses outside the United States and from marketing its Live Enhanced platform to international consumers. Doing so would subject the Company to additional legal, regulatory, tax and compliance regimes. Activities that may be permissible or achievable in one jurisdiction (including the staging of the Enhanced Games and other sporting events, and the supply of enhancement products) may be restricted, require prior authorization or be prohibited in others. If the Company or its partners cannot timely secure or maintain the approvals, licenses, permits, no-action positions or other clearances needed to operate, it may be unable to enter or remain in those markets, reducing its target market and impairing its growth prospects.

Approval, licensing and compliance requirements vary widely by country and often by locality. Approval in one jurisdiction does not ensure approval elsewhere, and regulators may not accept reliance on data or standards from other countries. Requirements can include, among other things, rules governing pharmaceutical advertising and promotion, telemedicine practice and physician licensure, prescription, dispensing and distribution of controlled substances, import or export and customs, event safety and public permitting, consumer protection, privacy and data localization (including with respect to health-related data), employment and immigration, and the use of Performance-Enhancing Substances in connection with sporting events. Meeting these country-specific and sometimes conflicting rules could be costly and time consuming, and approvals, if attainable, may be delayed, conditioned, withdrawn or denied.

Even if the Company is permitted to operate, it could face ongoing risks typical of conducting business internationally, including changes in laws and enforcement priorities; reduced protection or uncertain enforceability of intellectual-property rights; foreign ownership or investment restrictions; political or social instability; restrictions on currency conversion, cash repatriation or intercompany payments; foreign-exchange volatility; enhanced disclosure, tax and accounting burdens; and exposure to anti-corruption, anti-money-laundering, sanctions and export controls regimes. Any of these could increase costs, disrupt operations, or subject the Company to civil or criminal penalties.

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Units:
Number outstanding before this offering		0
Number outstanding after this offering(1)		20,000,000
Ordinary shares:
Number outstanding before this offering(2)		7,666,667
Number outstanding after this offering(3)(4)		27,266,667
Rights:
Number outstanding before this offering		0
Number to be sold as part of the units in a private placement simultaneously with this offering(4)(5)		600,000
Number outstanding after this Offering and the private placement(4)(5)		20,600,000
Terms of Rights:		Except in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one-eighth (1/8) of one Class A ordinary share upon consummation of our initial business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Islands law. As a result, you must hold rights in multiples of eight (8) in order to receive shares for all of your rights upon closing of a business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-eight (1/8) of one Class A ordinary share underlying each right upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Where appropriate, the Company may seek to collaborate with local partners or enter into operating agreements to host events or support its Live Enhanced platform. These arrangements pose additional risks, including diligence and oversight challenges, potential vicarious liability for partner misconduct, disputes over performance or economics, inability to obtain or renew local permits through partners, and reputational harm. If partners fail to comply with applicable laws or the Company’s standards, or if relationships are delayed, terminated or not renewed, the Company may lose market access or face enforcement actions and penalties.

~~____________~~In some jurisdictions, regulators, sports authorities or sanctioning bodies could oppose, restrict or ban aspects of the Company’s business. Such opposition could limit athlete recruitment, venue availability, sponsorship and media opportunities or the legality of the Company’s Live Enhanced platform in those markets.

~~(1) Assumes~~Consequences noof ~~exercise~~the foregoing could include the inability to enter certain countries, event cancellations or relocations, loss or suspension of licenses or approvals, seizure of products or equipment at borders, monetary penalties, litigation, adverse publicity, increased compliance costs, operational delays, impaired intellectual property protection and difficulties moving cash or realizing returns from local operations. Any of these outcomes could materially and adversely affect the ~~underwriters~~Company’s ~~over-allotment~~business, ~~option~~financial condition and results of operations.

~~(2) Includes~~Injuries upor toadverse ~~1,000,000~~health ~~founder~~outcomes ~~shares~~at ~~that~~events ~~will~~or bein ~~surrendered~~connection towith usthe ~~for~~Live noEnhanced ~~consideration~~platform ~~depending~~could onsubject the ~~extent~~Company to ~~which~~substantial ~~the~~liability, ~~underwriters’~~regulatory ~~over-allotment~~scrutiny ~~option~~and isreputational ~~exercised~~damage and could materially adversely affect its business.

~~(3) Comprised~~Producing ofand ~~20,000,000~~promoting ~~Class A~~live ~~ordinary~~athletic ~~shares~~events ~~included~~involves ininherent ~~the~~risks ~~units~~ to beparticipants ~~sold in this offering~~ and ~~6,666,667~~spectators. ~~Class B ordinary shares (or founder shares)~~Injuries, ~~and 600~~accidents,~~000~~ ~~private~~illnesses ~~placement~~and ~~shares.~~other ~~Founder~~incidents ~~shares~~occur ~~are~~in ~~currently~~the ~~classified~~sports asindustry ~~Class B~~and ~~ordinary~~may ~~shares,~~occur ~~which~~in ~~shares~~connection ~~will~~with ~~automatically~~the ~~convert~~Company’s ~~into~~events ~~Class A~~at ~~ordinary~~venues ~~shares~~it ~~concurrently~~operates ~~with~~ or ~~immediately~~rents, ~~following~~which ~~the~~could ~~consummation~~result ofin ~~our~~personal-injury ~~initial business combination~~ or ~~earlier~~other atclaims, ~~the~~increase ~~option of~~ the ~~holder~~Company’s onexpenses aand ~~one-for-one~~reduce ~~basis~~attendance, ~~subject~~popular tosupport ~~adjustment~~and asrelated ~~described~~revenues. ~~below~~Insurance ~~adjacent~~coverage tomay ~~the~~be ~~caption~~unavailable ~~“Summary — The~~or ~~Offering — Founder~~insufficient ~~shares~~to ~~conversion~~cover ~~and~~these ~~anti-dilution rights~~liabilities.”

~~(4) Assumes~~The ~~surrender~~physical nature of ~~all~~the 1Company’s events exposes participating athletes to the risk of serious injury or death. Athletes and other claimants have pursued,~~000~~ and may in the future pursue,~~000~~ ~~founder~~litigation ~~shares~~against sports organizations alleging long-term health effects from sports-related injuries. UpSimilar claims could be asserted against the Company, including claims relating to 1the uncertain long-term effects of Performance-Enhancing Substances. Although participants are typically independent contractors responsible for maintaining their own health,~~000~~ disability and life insurance,~~000~~ ~~founder~~the ~~shares~~Company ~~will~~may provide or be ~~surrendered~~expected to usprovide ~~for~~coverage nounder ~~consideration~~accident, ~~depending~~event onor general liability policies and, where coverage is unavailable or inadequate, it may self-insure medical or other costs. Any death, serious injury or illness sustained by athletes in connection with the ~~extent~~Enhanced toGames ~~which~~could result in significant liability and adversely affect the ~~underwriters~~Company’s ~~over-allotment~~business, ~~option~~financial iscondition ~~exercised~~and results of operations.

~~(5) Comprised~~In ofaddition, 20the Company’s Live Enhanced platform could expose it to product-liability,~~000~~ professional-liability and other claims,~~000~~ ~~rights~~including ~~included~~allegations inthat advice, protocols or enhancements recommended through those services caused illness, injury or other adverse outcomes. While these services are provided by partners, the ~~units~~acquisition toof becustomers ~~sold~~through inthe ~~this~~Company’s ~~offering~~platforms and ~~600,000~~proprietary ~~private~~branding ~~placement~~of ~~rights~~enhancement ~~included~~products inexpose the ~~private~~Company ~~placement~~to ~~units~~the risk of liability claims. Any such claims could lead to besubstantial ~~sold~~defense incosts, sizable judgments or settlements, heightened regulatory scrutiny, adverse publicity and impediments to commercialization of the ~~private~~Company’s ~~placement~~Live Enhanced platform.

Regardless of merit or eventual outcome, claims of the types described above could result in, among other things:

•decreased demand for enhancements recommended by the Company or for the Company’s events;

•injury to the Company’s reputation and negative media attention;

• withdrawal of athletes and reduced attendance at events;

•significant costs to defend litigation and address regulatory inquiries;

•substantial monetary awards to athletes or consumers;

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Founder shares: On November 9, 2022, we issued to our sponsor 3,737,500 Class B ordinary shares as founder shares for an aggregate purchase price of $25,000, or approximately $0.0067 per share. On October 2, 2024, our sponsor paid $25,000, or approximately $0.004 per share, in exchange for 5,750,000 founder shares, and subsequently 3,737,500 of the founder shares were repurchased by the Company for an aggregate purchase price of $25,000. On May 20, 2025, our sponsor paid $25,000, or approximately $0.003 per share, in exchange for 7,666,667 founder shares (of which an aggregate of up to 1,000,000 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by CCM), and subsequently 5,750,000 of the founder shares were repurchased by the Company for an aggregate purchase price of $25,000. Subject to each non-voting sponsor investor purchasing, through the sponsor, the private placement units allocated to it in connection with the closing of this offering, the sponsor will issue non-voting shares at a nominal purchase price to the non-voting sponsor investors reflecting interests in an aggregate of [•]loss ~~founder shares held by the sponsor. Our sponsor intends to transfer an aggregate~~ of ~~60,000~~revenue; ~~of its founder shares, or 20,000 each to our three independent directors,~~ and an aggregate of 25,000 of its founder shares to our advisor, at the consummation of an initial business combination. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Up to 1,000,000 of the founder shares may be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 25% of our issued and outstanding ordinary shares upon the consummation of this offering. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of British Virgin Islands law.

•limitations on the commercialization or expansion of its Live Enhanced platform.

While the Company requires its partners to, and expects to, maintain insurance coverage for liabilities associated with its events and direct to consumer products and services offered on its Live Enhanced platform, such insurance may contain significant exclusions or may be insufficient to cover all losses. The same applies to secondary insurance that the Company may attempt to obtain. Such insurance may not be available on reasonable terms or at all. Premiums and other costs may increase as its operations expand, and it may not be able to obtain or maintain adequate coverage. For more information, see “Risk Factors—Risks Related to the Company’s Business Model, Commercial Operations and Operating Market—The Company’s insurance, indemnification and other risk mitigation arrangements may be unavailable or insufficient to protect it against liabilities arising from Live Enhanced, the Enhanced Games and the Clinical Research Study, which could expose it to significant losses, which could materially harm the Company’s business, financial condition, results of operations and prospects.” Any uninsured or under-insured liabilities could have a material adverse effect on its business, financial condition and results of operations.

The Company may face significant litigation and regulatory challenges from incumbent sports organizations, competitors, and regulators that could delay or prevent the Enhanced Games or other sporting events, require changes to the Company’s business model, and materially harm its financial condition, results of operations, reputation.

The Company’s strategy contemplates, among other things, organizing, promoting and commercializing elite sporting events that may compete with, or be perceived to disrupt the interests of, established sports bodies, event promoters, leagues, athlete representatives and their commercial partners. These incumbents may seek to protect their positions by pursuing litigation and administrative actions by lobbying regulators, legislators, and industry leaders to adopt or interpret rules adverse to the Company’s operations. Potential claims or proceedings could include alleged (i) infringement or misuse of third-party intellectual property (including broadcast production, timing or scoring, and software tools), (ii) deceptive or comparative advertising under false-advertising or consumer-protection laws, (iii) unfair competition or tortious interference relating to athlete participation, exclusive venue or media contracts, sponsorships or endorsements, (iv) misuse of trade secrets or confidential information, (v) violation of event “blackout”, eligibility or sanctioning rules, and (vi) antitrust or competition law violations. Even if meritless, such actions can result in temporary restraining orders or preliminary injunctions that delay or cancel events; pressure venues, media platforms, payment processors, ticketing providers and sponsors to terminate or refuse to enter into agreements with the Company; and reputational harm that impairs athlete recruitment, audience growth and commercial partnerships.

The Company’s marketing strategy may also at times include comparative claims or direct references to incumbent offerings. Competitors could bring advertising challenges that, regardless of outcome, are costly to defend and could result in orders to modify or discontinue campaigns or damages. Regulators could also scrutinize the Company’s advertising and promotional content for allegedly misleading claims, which could lead to fines, consent orders or other remedies.

Because the Company expects to eventually operate and stage events and provide its Live Enhanced platform in multiple jurisdictions, it anticipates facing overlapping and evolving legal regimes and private enforcement risks. Defending multi-front proceedings or responding to multiple investigative demands should they arise may be time-consuming, expensive and divert management’s attention from operating the business. The Company may be required to indemnify partners, employees, or contractors. Insurance may be unavailable, subject to exclusions, insufficient, or contested, and adverse publicity from any dispute may continue even after resolution.

Any of the foregoing could (i) delay or prevent the launch or continuation of the Enhanced Games; (ii) force changes to the Company’s event formats, athlete participation policies, marketing or partnerships; (iii) reduce revenue, increase expenses and negatively affect cash flows; (iv) impair its ability to retain or attract athletes, sponsors, media platforms and venues; and (v) cause it to incur significant damages or settlement costs. In addition,

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~~The~~pending founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: • prior to the closing of our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment or ~~removal~~threatened ofclaims ~~directors~~could ~~and~~deter onfinancing ~~continuing~~sources the company in a jurisdiction outside the British Virgin Islands (as further described herein), prior to the consummation of our initial business combination; • the founder shares are subject to certain transfer restrictions, as described in more detail below; • the founder shares are entitled to registration rights; • the founder shares are automatically convertible into our Class A ordinary shares concurrently with or ~~immediately~~otherwise ~~following~~impede the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Summary — The Offering — Founder shares conversion and anti-dilution rights”; • our sponsor, advisor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; and (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholdersCompany’s ~~rights~~ability ~~or pre-initial business combination activity; (iii) waive their rights~~ to ~~liquidating~~obtain ~~distributions~~financing. from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) in favor of our initial business combination; and

There can be no assurance that the Company will prevail in any such dispute, obtain adequate injunctive or monetary relief or be able to modify its business on commercially reasonable terms to mitigate the impact of any adverse ruling. The timing and outcome of litigation and regulatory processes are inherently uncertain, and even successful defenses may not fully compensate for lost opportunities, costs, and reputational harm.

Failure to comply with evolving data-protection, privacy and information-security laws and industry standards, or to prevent security incidents, could result in regulatory actions, significant costs and liability, reputational harm and could limit the Company’s ability to enter into or maintain key partnerships.

As a result of its Live Enhanced platform and sponsorship of clinical research studies, the Company collects, uses and stores substantial volumes of personal data, including health-related information about athletes and patients. The Company relies on internal systems and third-party vendors to process this data. Increasingly sophisticated threats to the Company’s or vendors’ systems could lead to unauthorized access, use, loss, alteration or disclosure of data, theft of confidential information or other security incidents. Any such event could trigger costly remediation, business disruption, loss of consumer and partner trust, negative publicity, contractual liability and regulatory scrutiny, and could materially harm the Company’s business, financial condition and results of operations. In particular, the Company expects to rely on third-party service providers to facilitate the offerings on its Live Enhanced platform. While the Company will remain the owner of relevant patient and consumer data, portions of that data may be hosted on, transmitted through, or otherwise processed within systems controlled by the third-party service providers. Any vulnerability, failure, misconfiguration, outage or breach within such systems could result in unauthorized access to, loss or exfiltration of, or inability to access such data.

The Company’s operations must comply with a complex and rapidly changing framework of data protection and privacy requirements in the United States and internationally. These include, as applicable, U.S. federal and state privacy and security laws and related health-information rules for covered entities and business associates, and international regimes such as the EU General Data Protection Regulation and the UK GDPR, among others. These laws impose obligations regarding the collection, use, disclosure, security and cross-border transfer of personal data. They also carry significant penalties and enforcement risk, and often differ or conflict by jurisdiction, increasing compliance costs and the risk of error. Further, depending on the realized nature and scope of the Company’s Live Enhanced platform, it could face additional obligations under health-privacy and security rules and heightened enforcement risk for any breach. Failure to comply, or perceived non-compliance, could result in investigations, fines, penalties, litigation, governmental orders and reputational damage.

In addition to legal requirements, current and prospective enterprise customers, sponsors, healthcare partners and other counterparties require adherence to contractual data-protection commitments and recognized security frameworks. If the Company fails to obtain, maintain or demonstrate compliance with such standards, partners may decline to do business with the Company, delay or terminate negotiations, impose burdensome contractual terms or require costly remediation, which could limit its ability to initiate or expand key relationships and adversely affect growth.

Changes in or evolving interpretations of the laws, regulations and guidelines governing the marketing, prescription, and administration of Performance Enhancing Substances, controlled substances and certain supplements may adversely impact our business.

We are subject to various laws, regulations and guidelines imposed by governmental authorities (including, in the U.S., the FDA, DEA, and in the U.A.E., the Abu Dhabi Department of Health and the U.A.E. Ministry of Health and Prevention) relating to the marketing, acquisition, prescribing, transport, packaging/labeling, management and administration of Performance Enhancing Substances, controlled substances and certain supplements, which also include laws, regulations and guidelines relating to global sport competition, health and safety and the conduct of operations. In addition, given the relatively early-stage nature of our business and operations, our understanding of and approach to the marketplace and our growth strategy continue to evolve as we develop our business, systems and processes, and the market in which we compete becomes more fully developed. Interpretation of these laws,

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•rules ~~the~~and ~~non-voting~~regulations ~~sponsor~~and ~~investors~~their ~~are~~application ~~not granted any shareholder or other rights in addition~~ to ~~those afforded to~~ our ~~other~~operations ~~public~~is ~~shareholders,~~evolving and ~~will~~ongoing. ~~only~~No beassurance ~~issued~~can ~~non-voting~~be ~~shares~~given inthat ~~the~~new ~~sponsor~~laws, ~~with~~regulations noand ~~right~~guidelines towill ~~control~~not ~~the~~be ~~sponsor~~enacted or ~~vote~~that orexisting ~~dispose of any securities held by the sponsor~~laws, ~~including~~regulations ~~the founder shares~~ and ~~the~~guidelines ~~private~~will ~~placement units held by the sponsor. The non-voting sponsor investors are~~ not ~~required~~be ~~to (i) hold any units~~amended, ~~Class~~repealed ~~A ordinary shares~~ or ~~public~~interpreted ~~rights they may purchase in this offering~~ or ~~thereafter~~applied ~~for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time~~ in ~~favor~~a ofmanner ~~our~~which ~~initial~~could ~~business~~require ~~combination~~extensive orchanges ~~(iii) refrain from exercising their right~~ to ~~redeem their public shares at the time of~~ our ~~initial~~operations, ~~business~~increase ~~combination.~~compliance The non-voting sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. Howevercosts, ifgive ~~the~~rise ~~non-voting sponsor investors purchase all of the units for which they have expressed~~ to usmaterial anliabilities ~~interest in purchasing~~ or ~~otherwise~~termination ~~hold a substantial number~~ of our ~~units,~~contracts then the non-voting sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus. The shares in our sponsor held by the members of the sponsor are divided into four classes: (i) class A non-voting shares with ~~only distribution right to the Class A ordinary shares of our company, (ii) class B non~~third-~~voting~~party ~~shares~~telehealth ~~with~~service ~~only~~providers ~~distribution~~or ~~right to the Class B ordinary shares of our Company~~others, ~~(iii)~~restrict ~~class C non-voting shares with only distribution right to~~ the ~~rights~~growth ~~underlying~~opportunities ~~the~~that ~~private~~we ~~placement~~currently ~~units,~~anticipate ~~each~~or ~~right~~otherwise ~~entitling~~limit ~~the~~or ~~holder~~curtail ~~thereof to receive one-eighth (1/8) of one Class A ordinary share of~~ our ~~company~~operations. ~~upon~~Amendments ~~consummation of our initial business combination, and (iv) class D voting shares with, inter alia, distribution right~~ to ~~the~~current ~~founder shares. All members of the sponsor~~laws, ~~including~~regulations ~~the managing member of our sponsor,~~ and ~~any~~guidelines ~~non-voting~~governing ~~sponsor investor that may join~~ the ~~sponsor concurrently with this offering~~prescription, ~~will hold classes A~~sale, Btransport, Cadministration and~~/or~~ Duse ~~shares in our sponsor representing their proportional and respective distribution right(s) to the founder shares and private placement units, respectively. Pursuant to an agreement~~ of ~~all~~Performance ~~members~~Enhancing ~~of the sponsor~~Substances, ~~the~~controlled ~~management~~substances and ~~control~~certain ofsupplements, ~~the~~more ~~sponsor~~stringent isimplementation ~~vested~~or ~~exclusively~~enforcement ~~with~~thereof ~~the managing member without any voting, veto, consent~~ or other ~~participation~~unanticipated ~~rights~~events byare ~~any~~beyond ~~non-voting members of~~ our ~~sponsor~~control ~~regardless~~and ofcould ~~their ownership. All matters will~~ require ~~submission~~extensive tochanges ~~the affirmative vote of the managing member of our sponsor who holds class D voting shares, without regard~~ to ~~any non-voting members of~~ our ~~sponsor who only hold class A~~operations, Bwhich ~~and/or~~in Cturn ~~non-voting~~may ~~shares~~result in ~~our sponsor. As~~ a ~~result,~~material ~~non-voting~~adverse ~~sponsor~~effect ~~investors~~on ~~will~~our ~~have no right to control the sponsor~~business, orfinancial ~~participate~~condition inand ~~any~~results ~~decision regarding the disposal~~ of ~~any security held by the sponsor, or otherwise~~operations.

Certain products prescribed through our Live Enhanced platform may be controlled substances subject to DEA regulation. As of the date of this prospectus, TRT is the only product offered on the Live Enhanced platform that is a controlled substance. Before the COVID-19 pandemic, the Ryan Haight Act and DEA implementing regulations required in-person medical evaluation before prescribing certain controlled substances, including TRT. Since 2020, the DEA and HHS have annually promulgated exceptions to such in-person medical evaluation requirement before prescribing certain controlled substances, including TRT. The current exceptions are scheduled to remain in effect through December 31, 2026, after which such exceptions would expire absent a further extension or alternative rulemaking. If the current exceptions expire or any final rules are more restrictive with respect to telehealth consultations and prescribing, or if federal or state compliance burdens increase, our third-party telehealth service providers may be unable or unwilling to continue prescribing controlled substances, including TRT, where such services are currently available. If that were to occur, we would be required to amend or replace provider arrangements, revise care pathways, add in-person or hybrid models, or suspend or discontinue offering TRT, any of which could materially adversely affect our business, financial condition and results of operations.

Although we and our third-party telehealth providers have adopted policies and procedures designed to comply with these laws and regulations and conduct internal reviews of our compliance with these laws, there can be no assurance that such policies and procedures are or will be effective to ensure compliance with the evolving legal and regulatory landscape in which we operate. The growth of our business and sales organization may increase the potential of violating these laws or our internal policies and procedures. The risk of our being found in violation of these or other laws and regulations is further increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. If our operations are found to be in violation of any of the federal, state and foreign laws described above or any other current or future healthcare laws and regulations that apply to us, we may be subject to penalties, including significant criminal, civil and administrative penalties, damages and fines, disgorgement, additional reporting requirements and oversight, imprisonment for individuals, as well as contractual damages and reputational harm. We could also be required to curtail or cease our operations. Any of the foregoing consequences could seriously harm our business and our financial results.

Any actual or alleged non-compliance with existing laws, regulations, sporting rules, permits or safety requirements applicable to the Enhanced Games, athlete participation in the Enhanced Games, Live Enhanced or the Clinical Research Study could materially adversely affect the Company’s business, financial condition and results of operations.

The Company’s business is subject to a wide range of existing federal, state, local and foreign laws, regulations, ordinances, permits, contractual standards and sporting rules. These existing requirements apply not only to the Company’s and its personnel, but also in certain cases to athletes participating in the Enhanced Games, the independent clinicians and researchers involved in its Clinical Research Study, and the third-party telehealth service providers that support Live Enhanced. In the case of the Enhanced Games, athlete participation may violate, or be alleged to violate, existing eligibility rules and codes of conduct of sports governing bodies and other athletic organizations, anti-doping and prohibited-substance frameworks, event permitting requirements, venue health and safety requirements, medical screening and emergency response obligations, sponsorship and endorsement requirements, and other legal requirements applicable to athletes, support personnel and substances used in training

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Transfer restrictions on founder shares:		Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Units.” Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up.
		Notwithstanding the foregoing, if (1) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination or (2) if we consummate a transaction after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.
		Except in certain limited circumstances, no member of the sponsor (including the non-voting sponsor investors) may sell, transfer, assign, pledge, mortgage, charge, hypothecate, exchange or otherwise dispose directly or indirectly (a “Transfer”) of, all or any portion of its shares in the sponsor. For more information, see “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Units”.
Founder shares conversion and anti-dilution rights:		The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the

or competition. In addition, Live Enhanced and the Clinical Research Study are subject to existing laws and regulations relating to telehealth, the practice of medicine, physician supervision, prescribing and dispensing, pharmacy and laboratory operations, controlled substances, informed consent, human-subject research, IRB oversight, privacy and data security, advertising and marketing, and consumer protection.

If the Company, the athletes with which it contracts, its investigators, its clinicians, or its third-party telehealth service providers fail, or are alleged to have failed, to comply with any of these existing requirements, the consequences could be significant. Athletes could be deemed ineligible to participate in certain events, other than the Enhanced Games, suspended or banned by sports organizations, disqualified, stripped of results, or lose endorsements, team opportunities or other professional opportunities. The Company could face investigations, subpoenas, warning letters, fines, civil or criminal penalties, injunctive relief, permit restrictions, mandated changes to protocols or operations, suspension or termination of the Clinical Research Study, loss of commercial relationships, athlete or consumer claims, refund obligations, event postponements or cancellations, and significant reputational damage. Even if any claim or enforcement action is ultimately resolved in the Company’s favor, the burden and cost of responding to it and the related adverse publicity could make athletes less willing to participate in the Enhanced Games, make consumers less willing to use Live Enhanced, and make sponsors, broadcasters, venues, regulators and service providers less willing to work with the Company. Any of the foregoing could materially adversely affect the Company’s business, financial condition and results of operations.

Risks Related to the Health, Safety, and Ethics of the Company’s Operations

The Enhanced Games may require specialized medical personnel, infrastructure and emergency-response capabilities. These requirements could be costly and difficult to implement consistently across jurisdictions and, if inadequate, could expose the Company to significant liability, regulatory action and reputational harm.

As part of the preparation and delivery of its sporting events (including the Enhanced Games), the Company and its partners oversee and administer significant medical processes in respect of athletes and their enhancement protocols. These have required, and are expected to continue to require, significant expenditure in relation to the employment of medical personnel, the purchase of Performance-Enhancing Substances and other related costs.

Further, the Company may be required by venues, regulators, insurers, partners and its own policies to provide specialized on-site medical personnel and infrastructure and to implement comprehensive emergency protocols. These requirements can include, among other things, a designated medical director, credentialed physicians and paramedical staff, on-site ambulances, advanced cardiac life-support capabilities and equipment, emergency medications and supplies, and real-time medical monitoring and triage procedures. The costs to plan, staff, equip and operate these capabilities for each event, and to train personnel and conduct drills, may be significant and variable by venue and jurisdiction and may increase over time as standards evolve.

In each case, there can be no assurance that the Company will be able to pass these significant costs on to athletes, broadcasters, sponsors or host venues without adversely affecting demand, margins or its ability to stage events. Availability of appropriately trained event medical personnel and specialized equipment can be limited, particularly during peak event periods or in locations with constrained healthcare resources, which may require the Company to pay premium rates or reschedule, relocate or modify events. In addition, regulatory authorities, venue operators or insurers may impose new or heightened conditions as a requirement of permitting an event, which could further increase costs or cause delays or cancellations if the Company cannot comply on commercially reasonable terms.

If the Company’s medical coverage or emergency response is inadequate, delayed or unsuccessful, participants or spectators could suffer serious injury or death. Such incidents could result in negative publicity; investigations or other regulatory actions; permit suspensions or denials; loss of venue access, sponsors and broadcast partners; and substantial liability, including negligence or wrongful-death claims. The Company’s insurance coverage may be unavailable, insufficient or subject to significant deductibles and exclusions, and adverse claims experience could increase its premiums and retentions or limit future coverage availability. Any of the foregoing could materially and adversely affect its brand, business, results of operations and financial condition.

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		aggregate, 25% of the sum of (i) all ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement units issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent securities issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans). Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities or similar securities.
Appointment and removal of directors [and continuing the company outside of the British Virgin Islands]; Voting Rights:		Prior to the consummation of our initial business combination, only holders of our Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing our company in a jurisdiction outside the British Virgin Islands. Holders of our Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of the total number of ordinary shares of that class that have voted and are entitled to vote thereon.
		With respect to any other matter submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval, we will complete our initial business combination only if a majority of the issued and outstanding ordinary shares are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may

The Company’s business depends on the continued service of experienced management and specialized medical talent, and its growth requires it to attract and retain additional qualified personnel. Failure to do so could impair operations, compliance and the Company’s ability to execute its strategy.

The Company’s performance depends on the efforts and expertise of its management team and its medical and operational personnel. As it scales its events and expands its Live Enhanced platform, the Company expects to hire additional commercial, technical, medical, business and administrative employees. In certain jurisdictions, licensure and other regulations impose minimum staffing or credentialing requirements, and its ability to obtain and maintain such licensure may depend on employing or contracting with specific categories of personnel. If the Company cannot recruit and retain the talent necessary to meet these requirements and to support its operations, its ability to sustain and grow the business could be materially harmed.

While the Company currently has a meaningful cohort of qualified medical and scientific personnel, continued growth may require it to add additional clinicians and other professionals on acceptable terms and timelines. Competition for experienced personnel is intense, and the loss of one or more key employees or higher-than-expected attrition could disrupt operations, delay initiatives and increase compensation and recruiting costs. If the Company does not effectively integrate new hires and scale its systems, processes and controls in step with headcount growth, it may fail to meet regulatory requirements, operational milestones or customer expectations.

Any inability to attract, retain and appropriately deploy qualified personnel could, among other things, delay product and service roadmaps, increase costs, hinder the Company’s ability to obtain or maintain required licensure, limit its ability to attract talented competing athletes. These developments could materially adversely affect the Company’s business, financial condition and results of operations.

Permitting athletes to use Performance-Enhancing Substances at events, even if limited to Market-Authorized Products, creates significant health, quality-control and regulatory risks and could result in serious injury, litigation, government action, reputational harm and other material adverse effects.

The Company permits athletes to use certain Performance-Enhancing Substances to improve cognitive and physical performance at its sporting events (including the Enhanced Games). While many such substances are included in Market-Authorized Products, they may involve risks for particular individuals even when properly administered, and may be misused or improperly administered. Any adverse reaction suffered by a participant could lead to claims against the Company, negative publicity and withdrawal of support from partners and harm its business, financial condition and results of operations.

Further, while the Company implements careful protocols for its athletes in relation to enhancement regimes, the Company cannot fully control or verify what substances participants may choose to use outside these protocols, how they obtain them, how they combine them with other products or whether dosing and administration are medically appropriate. Despite the Company’s rules that limit permitted substances to Market-Authorized Products and require medical supervision, athletes may engage in “stacking”, or other protocols that increase the risk of severe injury or death. The Company may adopt drug-testing and quality-control protocols and rely on third-party laboratories and personnel, but such measures may fail to detect unsafe, counterfeit, contaminated, imported or compounded products, or may produce false negatives or false positives. Errors in testing, chain of custody or medical oversight could expose the Company to negligence, product-liability, medical-malpractice or other claims and may lead to event delays, cancellations or suspensions.

Some athletes may seek to use investigational products or participate in clinical research studies. The Company may be unable to determine whether a participant is using an investigational product, is complying with clinical research study protocols or is an appropriate candidate for such use. Use of investigational products or participation in clinical research studies in connection with the Enhanced Games could heighten the risk of claims that the Company permitted or encouraged unsafe practices, as well as inquiries from regulators, sponsors, venues or insurers.

As of the date of this prospectus, other than TRT, the Performance-Enhancing Substances currently contemplated for use in connection with the Enhanced Games are not designated as controlled substances; however, classifications can change over time, and laws vary by jurisdiction. If any permitted substance were to be scheduled

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~~purchase~~as ina ~~compliance~~controlled ~~with~~substance ~~the requirements of Rule 14e-5~~ under the ~~Exchange~~federal ~~Act,~~Controlled ~~which~~Substances ~~would~~Act ~~not~~or beanalogous ~~voted~~state in favor of approving the business combination transaction) in favor of our initial business combination. As a result, in addition to our founder shares and private placement shares underlying our private placement units, we would need 6,366,667 or ~~31.8%,~~foreign ~~of the 20~~laws,~~000,000~~ ~~public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved, assuming~~ the ~~over-allotment~~Company ~~option~~could isface ~~not~~substantial ~~exercised~~compliance burdens and ~~the~~potential ~~parties to the letter agreement do not acquire any Class A ordinary shares~~liability. IfThe ~~only~~Company ~~the~~may ~~minimum number of shares representing a quorum are voted and the over-allotment option is not exercised, no public shares sold in this offering would~~ be required to bemodify ~~voted~~its ~~in favor of a transaction in order to have our initial business combination approved. Although we have no knowledge of any affiliation or other agreement or arrangement~~operations, asrestrict ~~to the voting of our securities~~ or ~~otherwise,~~discontinue ~~among~~ the ~~non-voting~~use ~~sponsor investors, non-voting sponsor investors’ interests in the founder shares may provide them with an incentive to vote any shares they own in favor~~ of acertain ~~business combination~~substances, ~~and~~or ~~make~~forgo ~~a substantial profit on appreciation of~~ the ~~founder~~Enhanced ~~shares,~~Games even if the business combination is with a target that ultimately reduces the value of the public shares to a level that is not profitable for other public shareholders. If the non-voting sponsor investors all elect to purchase the full amount of our units described herein and so long as they hold a substantial portion of the units purchased, the sponsor and the non-voting sponsor investors would collectively own a significant number of our shares. Therefore, in ~~the~~particular ~~event that the non-voting sponsor investors purchase the full amount of units described herein~~jurisdictions, ~~continue to hold the shares included in the units and individually decide to vote such shares in favor of our initial business combination, we would not need~~ any ~~additional public shares sold in this offering to be voted in favor~~ of ~~our~~which ~~initial~~could ~~business~~materially ~~combination to have our initial business combination approved. Private placement units: Our sponsor~~ and ~~CCM~~adversely ~~have~~affect ~~committed, pursuant to written agreements, to purchase an aggregate of 600,000 private placement units (or 660,000 private placement units if~~ the ~~underwriters~~Company’s over-allotment option is exercised in full), each private placement unit consisting of one Class A ordinary share and one Share Right to receive one eighth (1/8) of a Class A ordinary share upon the consummation of an initial business ~~combination~~, asfinancial ~~described in more detail in this prospectus~~condition, atresults ~~a price~~ of ~~$10.00~~operations ~~per unit for an aggregate purchase price of $6,000,000,~~ or $6,600,000 if the over-allotment option is exercised in full, in a private placement that will close simultaneously with the closing of this offering, which we refer to collectively as the “private placement unitsprospects.” Of those 600,000 private placement units (or 660,000 private placement units if the underwriters’ over-allotment option is exercised in full), our sponsor has agreed to purchase 400,000 private placement units (or 430,000 private placement units if the underwriters’ over-allotment option is exercised in full) and the CCM has agreed to purchase 200,000 private placement units (or 230,000 private placement units if the underwriters’ over-allotment option is exercised in full).

Even if claims related to the use or misuse of Performance-Enhancing Substances are unsuccessful, defending them could be costly, divert management’s attention and harm the Company’s reputation. Insurance coverage may be unavailable, limited or subject to exclusions for activities related to Performance-Enhancing Substances, and any available coverage may be insufficient to cover its liabilities or increased premiums. Any of the foregoing could have a material adverse effect on the Company.

The Company is sponsoring a Clinical Research Study of Performance-Enhancing Substances and therefore faces significant liability and regulatory exposure.

In connection with the Company’s organization and sponsorship of athletic competitions and related programs, the Company is sponsoring a Clinical Research Study in order to assess the safety and tolerability of Performance-Enhancing Substances. As sponsor of the Clinical Research Study, the Company is responsible for, among other things, selecting and overseeing qualified investigators and third-party service providers, providing study-related information, monitoring study conduct, helping to ensure compliance with study protocols and applicable legal and regulatory requirements, and promptly addressing and reporting significant adverse events, safety concerns or other study-related issues. Any such involvement carries inherent risk of product-liability and related claims. Claims may be brought by study participants, governmental authorities, or other third parties and may arise even if adverse events are ultimately determined to be unrelated to the investigational product.

Allegations could also involve inadequate disclosures of risks to participants, protocol deviations, data integrity issues, investigator non-compliance or misconduct, improper monitoring, or improper promotion or use in competition. Government regulators could initiate inquiries, suspend, restrict, condition or terminate the study, or pursue civil or criminal enforcement, and sports governing bodies and anti-doping organizations could impose sanctions or restrictions on participants in the Company’s events or programs.

Any of the foregoing could result in, among other consequences:

•significant defense costs and diversion of management time;

•substantial settlements or judgments, including punitive damages where permitted;

•withdrawal of clinical research study participants and delays, suspensions or terminations of research studies;

•injury to its reputation and significant negative media attention;

•reduced demand for associated products or services, loss of commercial partners and sponsors, and decreased participation and attendance at its events;

•restrictions on the ability to conduct future research studies, sponsor competitions, or commercialize or distribute products; and

•fines, penalties, exclusion, debarment or other regulatory actions.

In connection with the Clinical Research Study, the Company has obtained human clinical trial liability insurance covering claims by participants arising from personal injury or death in the U.A.E., as required by applicable law in the U.A.E. However, this insurance is limited in scope and may not cover all claims, all categories of loss, all claimants, or activities occurring outside the U.A.E. or outside the Clinical Research Study. The policy is also subject to exclusions, conditions, limits, deductibles or retentions, and any claims could exceed available coverage or be disputed by the insurer. Contractual indemnities from investigators, manufacturers, contract research organizations or other partners may be limited, unavailable or unenforceable, and counterparties may lack the

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~~The~~financial ~~private~~resources ~~placement~~to ~~units~~honor ~~will also be worthless if we do not complete our initial business combination~~them. AFor ~~portion~~more ofinformation, ~~the~~see ~~purchase~~“Risk ~~price~~Factors—Risks ofRelated ~~the private placement units will be added~~ to the ~~proceeds~~Company’s ~~from~~Business ~~this offering to be held in the trust account such that at the time of closing of this offering $200~~Model,~~000,000~~ ~~(or~~Commercial ~~$230,000,000~~Operations ifand ~~the~~Operating ~~underwriters exercise their over-allotment option in full) will be held in the trust account.~~ Market—The ~~private~~Company’s ~~placement units are identical to the units sold in this offering except that~~insurance, ~~(i)~~indemnification ~~we may not redeem the ordinary shares underlying the units,~~ and ~~(ii)~~other ~~they~~risk ~~(including~~mitigation ~~the~~arrangements ~~Class A ordinary shares issuable upon conversion of the private placement rights)~~ may ~~not, subject to certain limited exceptions,~~ be ~~transferred,~~unavailable ~~assigned~~ or ~~sold~~insufficient ~~by our sponsor until the completion of our initial business combination, and are entitled~~ to ~~registration~~protect ~~rights.~~it ~~See~~against ~~“Principal~~liabilities ~~Shareholders~~arising —from ~~Transfer~~Live ~~Restrictions on Founder Shares and Private Placement Units~~Enhanced,” ~~“The Offering — Transfer restrictions on private placement units” and “Principal Shareholders — Registration Rights” for additional information regarding differences between~~ the ~~private~~Enhanced ~~placement~~Games ~~units~~ and the ~~units~~Clinical ~~sold~~Research ~~in this offering. The private placement units will be sold in a private placement that will close simultaneously with the closing of this offering~~Study, ~~including~~which ~~the~~could ~~over-allotment~~expose ~~option,~~it ~~as applicable. There will be no redemption rights or liquidating distributions from the trust account with respect~~ to ~~the~~significant ~~founder shares~~losses, ~~private~~which ~~placement~~could ~~shares,~~materially ~~private~~harm ~~placement units or private placement rights. The rights will expire worthless if we do not consummate a business combination within~~ the ~~allotted~~Company’s ~~24-month period. Our sponsor has agreed to waive its redemption rights with respect to its private placement shares (i) in connection with the consummation of a~~ business ~~combination~~, ~~(ii)~~financial incondition, ~~connection~~results ~~with~~of aoperations ~~shareholder vote to amend our amended~~ and ~~restated~~prospects.” ~~memorandum~~Any ~~and articles~~ of ~~association~~these tooutcomes ~~modify~~could ~~the~~materially ~~substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months after the closing of this offering~~ and ~~(iii)~~adversely ifaffect ~~we fail to consummate a business combination within 24 months after~~ the ~~closing~~Company’s of this offering or if we liquidate prior to the expiration of the 24-month. However, our sponsor will be entitled to redemption rights with respect to any public shares held by it if we fail to consummate a business ~~combination or liquidate within the 24-month period. The non-voting sponsor investors have indicated an interest to indirectly purchase~~, ~~through~~financial ~~the purchase of non-voting shares in the sponsor~~condition, anresults ~~aggregate~~ of ~~[•]~~operations ~~private~~and ~~placement units at a price of $10~~prospects.00 per units ($[•] in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to each non-voting sponsor investor purchasing, through the sponsor, the private placement units allocated to it in connection with the closing of this offering, the sponsor will issue non-voting shares at a nominal purchase price to the non-voting sponsor investors reflecting interests in an aggregate of [•] founder shares held by the sponsor. The non-voting sponsor investors will not be subject to transfer restrictions or a lock-up agreement on any Class A ordinary shares that they may purchase in this offering pursuant to the expressions of interest described below or otherwise.

Ethical and public-perception risks regarding Performance-Enhancing Substance use in competitions could reduce participation and viewership, deter partners, prompt increased regulation and materially harm the Company’s business.

The Company’s business plan includes organizing and sponsoring athletic competitions in which athletes may use Performance-Enhancing Substances. This model may face strong opposition from members of the public, advocacy groups, prominent sports organizations and medical institutions that view Performance-Enhancing Substance use in sport as unsafe or unethical. Opponents may assert that its events encourage young people to rely on Performance-Enhancing Substances or to use them under unsafe, unsupervised or unregulated conditions. Negative sentiment could depress athlete participation and audience interest; trigger boycotts, protests, venue refusals, or content-distribution restrictions; and strain or prevent relationships with broadcasters, advertisers, merchandisers and sponsors, harming the Company’s reputation and revenues.

Members of the medical community may contend that Performance-Enhancing Substance use in competition presents serious health risks, including the risk of overdose, adverse drug reactions and side effects, and unexpected medical emergencies. Adverse events at the Enhanced Games, the Company’s other sporting events, in connection with the Company’s Live Enhanced platform or in any research or clinical programs the Company sponsors or supports could intensify negative publicity, result in greater government scrutiny and more restrictive regulation of Performance-Enhancing Substances, and force it to modify its Performance-Enhancing Substance-focused model, reduce or discontinue certain events, or limit where and how it operates.

Adverse public attitudes could also diminish or block key revenue streams, including broadcasting, merchandising, and ticketing. The Company’s long-term profitability depends on both the perceived effectiveness of Performance-Enhancing Substances in enhancing performance and public acceptance of Performance-Enhancing Substance-enabled competition. More restrictive government regulation or sustained negative public opinion could therefore have a material adverse effect on its business, financial condition, results of operations, and prospects.

Risks Related to the Company’s Competition and Industry Opposition

The Company faces intense competition from established sports organizations and other entertainment providers. This increased competition could reduce demand for the Enhanced Games and the Company’s other products and services.

The markets in which the Company operates are highly competitive, in the United States and internationally. The Company competes for athletes, fans, media distribution, sponsorships, venues, host cities and production resources with traditional sports organizations and established leagues, including World Athletics, World Aquatics, the International Weightlifting Federation and the International Olympic Committee, among others, as well as with other forms of media, entertainment and leisure activities in a rapidly changing and increasingly fragmented environment.

These incumbents generally have longer operating histories, larger and more engaged fan bases, deeper financial and marketing resources, entrenched relationships with broadcasters and sponsors, and preferred access to venues and dates. They may leverage exclusive arrangements, preferred scheduling or other long-standing relationships to limit the Company’s access to distribution, venues, permits or critical services, or to secure more favorable commercial terms. Sports governing bodies and anti-doping organizations may also set or influence rules, policies or standards that restrict elements of the Company’s events or otherwise increase its costs or compliance burdens. In addition, current or new competitors could adopt formats similar to the Company’s, reducing its differentiation, and industry consolidation could further concentrate resources and bargaining power among rivals.

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		The private placement units to be purchased by CCM or its affiliates are deemed underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.
		Except in certain limited circumstances, no member of the sponsor (including the non-voting sponsor investors) may transfer all or any portion of its shares in the sponsor. For more information, see “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Units”.
Transfer restrictions on private placement units:		The private placement units and their component securities will not be transferable, assignable or saleable after the completion of our initial business combination (except with respect to permitted transferees as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Units”).
Proceeds to be held in trust account:		Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $200,000,000, or $230,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be placed in a U.S. based trust account with Efficiency acting as trustee, and initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. The proceeds to be placed in the trust account include $8,000,000 (or up to $9,200,000 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions.
		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement units will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend

Any increase in competition or failure to address competitive pressures could lead to, among other things:

•lower attendance and digital viewership for the Company’s events;

•difficulty recruiting and retaining athletes and teams;

•reduced attractiveness to broadcasters, streaming platforms and sponsors, and less favorable media-rights, sponsorship or licensing terms;

•higher costs to secure venues, production and talent, and to market its events;

•scheduling conflicts, loss of access to key venues or broadcast windows, or delays and cancellations; and

•erosion of its brand and reduced ability to expand into new markets.

Any of the foregoing could materially and adversely affect the Company’s business, financial condition and results of operations.

Actions by traditional sports organizations, such as bans, sanctions or threats of career consequences, could materially impair the Company’s ability to recruit and retain athletes, coaches and other key talent, which would reduce the appeal of its events and harm its business.

The Company’s business depends on identifying, recruiting and retaining athletes and coaches with elite performance and audience appeal. Traditional sports governing bodies, leagues and federations exert significant influence over sports professionals and have, and may continue to, discourage or prohibit participation in the Company’s events through public statements, rules, suspensions, loss of eligibility, or other penalties. If athletes, coaches or staff are deterred from working with the Company, its access to top talent would be limited, which would reduce the quality and attractiveness of the Enhanced Games, diminish media and sponsor interest, and adversely affect its results of operations.

Even where athletes are willing to participate, the Company’s ability to retain them is uncertain. Athletes may stop participating for a variety of reasons, and the Company cannot guarantee that it will continue to identify, recruit or retain key athletes or coaches. The costs to attract and retain talent, such as appearance fees, guaranteed payments, profit-sharing, training and medical support, could increase materially. Any serious or untimely injury, illness, unexpected retirement or death of a key athlete could reduce interest in the Enhanced Games and negatively affect operating results.

The Company may maintain insurance that covers certain payments to or on behalf of athletes in the event of death or disability; however, such insurance, if available at all, typically does not compensate for lost revenues, reduced popularity of events or increased costs to source replacements, and may include significant limits, exclusions and deductibles. The Company may choose not to obtain, or be unable to obtain, such insurance in some cases, and replacing a high-profile athlete or coach may require higher compensation and may not restore audience appeal.

Because the Enhanced Games and the Company’s other sporting events are expected to be a principal driver of revenue, both on a standalone basis and by increasing demand for the Company’s Live Enhanced platform, any limitation on the Company’s ability to recruit and retain participants would materially and adversely affect its business, financial condition and results of operations.

Venues, broadcasters, sponsors and key equipment or service providers may refuse to work with the Company or withdraw from existing or anticipated arrangements, whether due to pressure from incumbent organizations, regulatory or permitting decisions, or reputational concerns, which could delay or prevent the Enhanced Games and other sporting events, increase costs, impair monetization and materially adversely affect the Company’s business, financial condition, results of operations.

The Company’s ability to stage events and generate revenues from related media and sponsorship arrangements depends on maintaining and expanding relationships with venue owners and operators, promoters, broadcasters and

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		our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
Ability to extend time to complete business combination		We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein.
		If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein.
Expression of Interest:		The non-voting sponsor investors have expressed to us an interest in purchasing up to a maximum of an aggregate of approximately [•] million of the units in this offering at the offering price (assuming the exercise in full of the underwriters’ over-allotment option), or up to a maximum of [•]% of this offering. None of the non-voting sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non-voting sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non-voting sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination.

streaming platforms, advertising partners and sponsors and specialized vendors (including production, timing or scoring, medical and safety, ticketing and payment services). The live events and sports industries are relationship-driven; access to venues and rights is often secured through the personal networks and credibility of promoters, executives and other key personnel. If it loses such personnel or if such relationships deteriorate, the Company may fail to obtain or retain critical rights on favorable terms, if at all. Many counterparties have broad discretion over whether to work with the Company, and agreements may be terminable at will or on short notice.

Further, incumbent organizations and stakeholders may seek to deter counterparties from working with the Company by exerting commercial leverage, threatening to enforce exclusivity or non-compete obligations, or initiating or threatening legal and regulatory actions. Even if any such claims lack merit, counterparties may decline to enter into agreements with the Company, refuse to perform under existing arrangements, or terminate relationships to avoid perceived risk or controversy. In addition, regulatory decisions or processes can influence counterparties’ willingness or ability to support the Company’s events and content. For example, federal, state or local regulators may also adopt positions that increase perceived regulatory risk for venue partners, including any adoption of adverse regulatory positions in Nevada that may lead the Company’s partners (including Resorts World Las Vegas) to withdraw.

Broadcasters or streaming platforms may change their content policies or prioritize relationships with incumbent organizations, or a major sponsor may invoke a “morals”, “reputational”, regulatory-approval or force-majeure clause to suspend or terminate its commitments to the Company.

Further, as an important component of its wider business model, the Company intends to initially sponsor clinical research studies of certain approved medical compounds in the U.A.E., which are dependent on the approval of the Department of Health Abu Dhabi and the relevant IRB. The Company’s operations could be adversely affected if the Department of Health Abu Dhabi for any reason withdraws support for the Clinical Research Study or the relevant IRB declines to approve relevant protocols.

Any of these developments could force the Company to relocate or reschedule events, reduce the scale or production quality of its programming, or accept less favorable economics, and it may be unable to secure adequate replacement partners on commercially reasonable terms or within required timelines.

Some of the Company’s current discussions and arrangements with intended suppliers of facilities and equipment may be at the letter-of-intent or non-binding term-sheet stage, subject to extensive conditions precedent (including regulatory approvals, due-diligence findings and internal committee approvals), or contingent on third-party consents. These counterparties may elect not to proceed, and signed agreements often condition performance on continued compliance with policies, guidelines and brand standards that are inherently subjective. As a result, the Company may incur significant sunk costs without a corresponding revenue opportunity, and the Company’s cash needs may increase if it must develop contingency plans on short notice.

The withdrawal of one or more high-profile venues, broadcasters, sponsors or critical vendors could cause negative publicity or encourage other counterparties to reassess their commitments, compounding the impact on the Company’s pipeline. These outcomes could reduce event frequency, attendance and viewership; decrease sponsorship and media revenue; impair its ability to attract and retain athletes and commercial partners; and increase operating costs.

There can be no assurance that the Company will be able to maintain necessary venue access, broadcast distribution, sponsorship support or key vendor relationships, or that it can replace any lost counterparties on acceptable terms or timelines. The occurrence of any of the foregoing could materially adversely affect its business, financial condition and results of operations.

Coordinated actions by sporting federations, anti-doping agencies, public-health and academic institutions, advocacy groups and other groups could lead to restrictive policies and business practices that limit the Company’s operations, increase its costs, harm its reputation and impede its growth.

The Company may be the subject of coordinated opposition from sporting federations, anti-doping agencies, public-health groups, academic institutions and other organizations. Such bodies may engage in lobbying, public-

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~~Because~~relations ~~these expressions of interest are not binding agreements or commitments to purchase~~campaigns, ~~non-voting~~research ~~sponsor~~publications investors may determine to purchase a fewer number of units in this offering, or none at all. Depending on how many units are purchased by the non-voting sponsor investors, the post-offering trading volume, volatility and ~~liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to~~ other ~~public~~efforts ~~investors.~~aimed Weat dopersuading ~~not expect any purchase of units by the non-voting sponsor investors to negatively impact our ability to meet Nasdaq listing eligibility requirements. In addition~~policymakers, ~~the~~regulators ~~underwriters have full discretion to allocate the units to investors~~ and ~~may~~private ~~determine~~counterparties to ~~sell~~adopt apositions ~~fewer~~adverse ~~number of units~~ to the ~~non-voting~~Company’s ~~sponsor investors, or none at all, and the purchase of the non-voting shares is not contingent upon the participation in this offering or vice-versa~~business. ~~The~~These ~~underwriter~~campaigns ~~will~~could ~~receive~~focus ~~the same upfront discounts and commissions and deferred underwriting commissions~~ on units purchased by the non-voting sponsor investors, if any, as it will on the other units sold to the public in this offering. In addition, none of the non-voting sponsor investors has any obligation to vote any of their public shares in favor of our initial business combination. Nevertheless, the non-voting sponsor investors will be incentivized to vote any of their public shares in favor of a business combination due to their indirect ownership through the sponsor of [•] founder shares and [•] private placement units. In the event ~~that~~permitting ~~the non-voting sponsor investors purchase such units (either in this offering or after)~~ and ~~vote them in favor of our initial business combination~~licensing, nobroadcast affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non-voting sponsor investors are not obligated to continue owning any public shares following the closing of this offering and ~~are~~content ~~not obligated to vote any public shares in favor of our initial business combination~~standards, weinsurance ~~cannot assure you that any of these non-voting sponsor investors will be public shareholders at the time our shareholders vote on our initial business combination~~availability, ~~and,~~sponsorship ~~if they are public shareholders~~practices, wevenue ~~cannot~~access ~~assure~~and ~~you as to how such non-voting sponsor investors will vote on any business combination. The non-voting sponsor investors are not granted any shareholder or~~ other ~~rights~~areas incritical ~~addition~~ to ~~those~~its afforded to our other public shareholders, and will only be issued non-voting shares in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares and the private placement units held by the sponsoroperations. Further, the non-voting sponsor investors are not required to (i) hold any units, Class A ordinary shares or public rights they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination.

Even where such efforts do not result in formal prohibitions, they may create practical barriers that materially affect the Company. For example, coordinated campaigns or pressure from stakeholders could result in (i) denials, delays or revocations of event permits, licenses or approvals; (ii) content moderation, age-gating, demonetization or refusal to carry its content by broadcasters, streaming services or social-media platforms; (iii) refusals by venues, insurers, payment processors, ticketing platforms, advertisers, sponsors or other partners to do business with us, or the imposition of onerous terms; (iv) negative media attention that damages its brand and discourages athlete, fan, sponsor or employee participation; and (v) increased exposure to investigations, enforcement actions or litigation and higher compliance, public-relations and legal costs.

The scope and intensity of any such opposition may vary by jurisdiction and over time, and the Company may be required to commit significant resources to stakeholder engagement, compliance and reputation management. There can be no assurance that its responses will be effective or that it will be able to maintain access to the permits, platforms, partners and services necessary to operate as planned. Any of the foregoing could materially and adversely affect its business, financial condition and results of operations.

Coordinated advocacy and negative publicity opposing the use of Performance-Enhancing Substances could materially harm the Company’s brand, limit acceptance of its events and products.

The Company operates a novel and untested business model that depends on public acceptance of the use of Performance-Enhancing Substances in connection with athletic competitions and related content. Public advocacy groups, established sports organizations, medical institutions, athlete associations and media outlets may coordinate public relations campaigns against Performance-Enhancing Substances use generally or against the Company’s events and related offerings specifically. The Company cannot assure investors that such opposition will not succeed in discouraging consumer acceptance, persuading regulators or venues to restrict or deny approvals, or otherwise limiting the Company’s ability to execute its strategy. Any successful effort to curtail acceptance of, or limit or prohibit, activities related to Performance-Enhancing Substances in its markets could adversely affect its business.

Opponents could, among other things, (i) lobby for the adoption, reinterpretation or enforcement of laws, regulations or health policies that restrict or prohibit Performance-Enhancing Substance-related competitions, distribution or marketing; (ii) pressure broadcasters, streaming platforms, app stores, social-media channels or other distribution partners to limit carriage of the Company’s content; (iii) advocate for restrictions on its advertising and sponsorships or for age-gating and content-labeling requirements; (iv) encourage venues, athletic commissions, insurers, payment processors, banks and other service providers to decline to work with the Company; and (v) organize consumer boycotts, online campaigns, or other actions that amplify negative sentiment. The Company cannot predict the likelihood, timing, scope or terms of any such initiatives or resulting legislative, regulatory or commercial responses, or the extent to which they may affect its business.

The Company’s reputation and brand could also be harmed by negative media coverage or incidents regardless of whether such events are attributable to its protocols or controls. Any failure to respond promptly and effectively to adverse publicity, including misinformation, could exacerbate reputational harm. Maintaining and enhancing its brand may require substantial investments in education, medical engagement, safety protocols, compliance and communications, and there is no assurance such investments will be successful.

If advocacy campaigns or negative publicity are successful, the Company could experience reduced ticket demand, lower viewership and engagement, loss of sponsors and commercial partners, termination or non-renewal of distribution agreements, constraints on merchandising and licensing, higher insurance and compliance costs, restricted access to venues or jurisdictions, delays in event launches and increased litigation or regulatory scrutiny. Any of the foregoing could materially and adversely affect the Company’s business, financial condition and results of operations.

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~~The~~Risks ~~non-voting~~Related ~~sponsor investors will have the same rights~~ to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. However, if the non-voting sponsor investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-voting sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus. Any trading decisions made by any of the foregoing entities will be made by them based on market conditions at the time of the proposed sale or redemption. CCM’s affiliates will not become non-voting sponsor investors or receive any economic or other interest in the sponsor. Anticipated expenses and funding sources: Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ~~ongoing~~Capital ~~assessment~~Structure ~~of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account~~ and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and • the net proceeds of this offering and the sale of the private placement units not held in the trust account, which initially will be approximately $1,150,000 in working capital after the payment of approximately $850,000 in expenses relating to this offering; andGovernance

The Company’s dual-class share structure concentrates voting power and may adversely affect governance and share value.

The Company’s capital structure includes two classes of shares: Class A common stock, entitled to one vote per share, and Class B common stock, entitled to ten votes per share. Apeiron, together with its affiliates, beneficially owns a substantial portion of the Class A common stock and all of the Class B common stock. As a result, Apeiron has outsized disproportionate voting power relative to its economic interest and is able to exert significant influence over the election and removal of directors, the approval of mergers, acquisitions or other business combinations, the sale of all or substantially all of the Company’s assets, the issuance of additional securities, and amendments to the Company’s organizational documents, among other matters. This concentration of voting power could delay or prevent a change in control, discourage actions or transactions that other shareholders may view as beneficial, or otherwise limit the ability of the Company’s other shareholders to influence its corporate policies and strategic direction.

The disparity between the voting rights of the Class A common stock and Class B common stock means that, where the holders of Class B common stock may have interests that differ from those of other shareholders, the Company may make decisions, or take actions, that are not aligned with the preferences of holders of the Class A common stock. Further, there is no time-based sunset or ownership threshold that reduces or eliminates the super voting rights over time, which may allow this concentration of control to persist.

In addition, Apeiron and its affiliates may engage in related-party or other strategic transactions with the Company. Even where such transactions are reviewed and approved in accordance with applicable law and the Company’s related-party transaction policies, the perception of disproportionate voting influence could adversely affect investor confidence or the trading price of the Company’s Class A common stock. Concentrated control may also make the Company less attractive to potential acquirors and could reduce the likelihood of the Company’s shareholders receiving a control premium for their common stock.

The super voting structure could further affect the Company’s corporate governance profile and the voting outcomes of shareholder proposals, including those related to director elections, executive compensation, and governance reforms. As a result, the market price of the Company’s Class A common stock could be adversely affected, and holders of Class A common stock may have limited ability to influence the outcome of matters requiring shareholder approval. Given the super voting structure of its Shares, the Company is deemed a “controlled company” under the corporate governance rules of NYSE. As a controlled company, the Company relies on exemptions from certain corporate governance requirements otherwise applicable to listed companies, including requirements relating to board independence and committee composition. The Company relies on these exemptions such that the majority of the Board of Directors is not comprised of independent directors and its nominating and corporate governance committee and compensation committee are not fully comprised of independent directors, as described in the section entitled “Management—Board and Board Committees.” Even though the Company does not intend to rely on the full set of available exemptions now, it may elect to do so in the future, and as a result, shareholders could lose the protections afforded to shareholders of companies without such corporate governance exemptions.

Apeiron’s anticipated supermajority ownership and rights under the Sponsor Equity Agreement may further strengthen its influence over the Company.

Following the Business Combination, Apeiron holds a supermajority of the Company’s voting power by virtue of its holding of Class A common stock and Class B common stock. Additionally, under the Sponsor Equity Agreement, Apeiron and the Sponsor will each have put and call options with respect to the Sponsor’s equity interests in the Company. If Apeiron exercises its call option, or if the Sponsor exercises its put option, Apeiron would acquire an additional equity stake in the Company by acquiring the Sponsor’s Class A common stock. Any such acquisition would further consolidate Apeiron’s ownership position and reinforce its ability to influence or determine the outcome of matters requiring shareholder approval.

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		• any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement units, at a price of $10.00 per unit, at the option of the lender. There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination.
Conditions to completing our initial business combination:		Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions or from an independent accounting firm, that such an initial business combination is fair to our shareholders from a financial point of view. We are not required to obtain such an opinion in any other context.
		Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target.

As a result, Apeiron continues to have significant influence over the composition of the Company’s board of directors, the approval of mergers, acquisitions, or other strategic transactions, the authorization of additional securities, and other matters submitted to shareholders. This level of ownership and influence may make it more difficult for other shareholders to affect the Company’s governance or strategic direction, even where their views differ from those of Apeiron. While the Company believes its governance framework will continue to support effective oversight and alignment with shareholder interests, there can be no assurance that Apeiron’s objectives will in all cases coincide with those of other shareholders.

The existence or exercise of the put option or call option may also affect perceptions of the Company’s governance structure, strategic flexibility, and independence, or influence how investors and other stakeholders view the Company’s capital structure and market value.

The Company’s dual-class voting structure may render its Class A common stock ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of its Class A common stock.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual-class structure of the Company’s common stock may prevent the inclusion of Class A common stock in such indices and may cause shareholder advisory firms to publish negative commentary about its corporate governance practices or otherwise seek to cause the Company to change its capital structure. Any such exclusion from indices could result in a less active trading market for Class A common stock. Any actions or publications by shareholder advisory firms critical of the Company’s corporate governance practices or capital structure could also adversely affect the value of the Class A common stock.

The registration of shares for resale and the exercise of registration rights may adversely affect the market price of Class A common stock.

In connection with the Business Combination, Enhanced Group has entered into, or assumed obligations under, registration rights arrangements that require it to register for resale shares of Class A common stock held by the Sponsor and certain other securityholders, subject to customary conditions.

Further, a significant number of shares of Class A common stock held by existing Enhanced investors and issued to investors in the Private Placement Investment as a result of the conversion of their SAFEs may become eligible for resale and, following the expiration of negotiated lock-up periods, shares of Class A common stock held by the Sponsor, directors, officers and other existing shareholders, option holders and warrant holders and, once Enhanced Group files its anticipated registration statement on Form S-8, shares of Class A common stock underlying equity awards, may also become available for resale at various times. In addition, existing shareholders will be subject to staged lock-up releases following the Closing, which may permit the sale of additional shares of Class A common stock into the public market at various times after the Closing. Enhanced Group may agree to early releases or waivers of any such lock-up restrictions based on the satisfaction of certain market price conditions, which may increase the number of shares of Class A common stock sold into the public market. In addition, certain holders may sell Class A common stock pursuant to pre-arranged Rule 10b5-1 trading plans or to satisfy tax withholding obligations upon the vesting or settlement of equity awards. Sales of a substantial number of shares of Class A common stock into the public market, or the perception that such sales may occur, could adversely affect the trading price of Class A common stock and increase volatility.

A significant number of shares of Class A common stock may be sold into the market in the near future, which could cause the market price of Class A common stock to decline significantly, even if our business is performing well.

This prospectus relates to the resale of up to 61,704,115 shares of Class A common stock, which represents approximately 50.48% of the Class A common stock outstanding immediately following the Closing. As a result, the shares being registered for resale represent a substantial portion of the outstanding Class A common stock and may

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~~However,~~represent as a ~~result~~significant of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of ~~such business or businesses that is owned or acquired is what will be taken into account for purposes of~~ the ~~80%~~public offloat ~~net~~following ~~assets test described above, provided that in~~ the event that the business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicableClosing. ~~Permitted~~The ~~purchases~~sale of ~~public~~substantial ~~shares~~amounts ~~and public rights by our affiliates: If we seek shareholder approval~~ of ~~our~~Class ~~initial~~A ~~business~~common ~~combination~~stock ~~and we do not conduct redemptions~~ in ~~connection with our initial business combination pursuant to~~ the ~~tender offer rules, our sponsor, initial shareholders, directors, officers or their affiliates may purchase shares or~~ public ~~rights in privately negotiated transactions or in the open~~ market ~~either~~by ~~prior to or following~~ the ~~completion~~Selling ~~of our initial business combination. Additionally~~Securityholders, ~~at any time at~~ or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. There is no limit on the ~~number~~perception ofthat ~~shares our initial shareholders, directors, officers or their affiliates may purchase in~~ such ~~transactions,~~sales ~~subject~~could ~~to compliance with applicable law and Nasdaq rules. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan~~occur, ascould itadversely ~~will~~affect ~~be dependent upon several factors, including but not limited to,~~ the ~~timing~~prevailing ~~and~~market ~~size~~price of ~~such purchases. None of~~ the ~~funds~~Class ~~held~~A incommon ~~the~~stock ~~trust~~and ~~account~~increase ~~will be used to purchase shares or public rights in such transactions~~volatility. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In addition, certain of the Selling Securityholders acquired or will acquire their securities at prices lower than the prices paid by public investors for A Paradise’s public securities or lower than the market price of the Class A common stock following the Closing. As a result, even if the market price of the Class A common stock declines below the price paid by public investors, certain Selling Securityholders may still have an incentive to sell because they may realize a positive return on securities purchased at lower prices. Public investors may not experience similar returns on the securities they purchase. This disparity in purchase prices could increase selling pressure on the Class A common stock and contribute to a significant decline in the market price of the Class A common stock.

Apeiron, its affiliates and certain related shareholders, may pledge or otherwise transfer economic interests in a significant number of shares of our Class A common stock, which could result in sales of such securities and adversely affect the market price of our Class A common stock.

In consideration for Apeiron’s entry into the Working Capital Note, the lock-up restrictions applicable to Apeiron, its affiliates and certain related shareholders under the Transaction Support Agreement cease to apply to any shares of Enhanced Group with respect to which Apeiron or its applicable affiliates enter into any pledge, hedge, swap or other arrangement that transfers to another person, or disposes of, any interests, including the economic consequences of ownership, in such shares. Accordingly, Apeiron may pledge, hedge, swap or otherwise transfer economic interests in, and sell, up to 29,692,247 shares of Class A common stock without complying with the lock-up restrictions otherwise applicable to such shares. See “Certain Relationships and Related Party Transactions—Working Capital Note.”

As a result, these shares may be pledged or otherwise subject to financing or derivative arrangements. If Apeiron or its affiliates are unable to meet their obligations under such arrangements, their lenders or counterparties may foreclose on or otherwise dispose of such shares, including through sales into the public market. Any such sales, or the perception that such sales may occur, could result in a decline in the market price of our Class A common stock. In addition, the existence of such arrangements may increase the volatility of our Class A common stock and create uncertainty in the market regarding the potential for future sales.

Because the Company is a “controlled company” as defined in the NYSE listing standards, the Company’s stockholders may not have protection of certain corporate governance requirements which otherwise are required by NYSE’s rules.

Under NYSE’s rules, a controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company. The Company is a controlled company because Apeiron and its affiliates together hold more than 50% of the Company’s voting power. For so long as it remains a controlled company, the Company will not be required to comply with certain corporate governance requirements, and will be permitted to elect to rely, and may rely, on certain exemptions from certain corporate governance requirements, including:

•the Company’s board of directors is not required to be comprised of a majority of independent directors;

•the Company’s board of directors is not subject to the compensation committee requirement; and

•the Company is not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors.

The Company intends to partially rely on these exemptions such that the Company’s board of directors is not comprised of a majority of independent directors and its nominating and corporate governance committee and compensation committee are not fully comprised of independent directors, as described in the section entitled “Management—Board and Board Committees.” As a result, to the extent that it takes advantage of these exemptions, stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. If the Company ceases to be a “controlled company” in the future, it will

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Webe dorequired ~~not currently anticipate that such purchases, if any, would constitute a tender offer subject~~ to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with ~~such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of~~ the ~~Exchange~~NYSE ~~Act~~listing to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities” for a description of how our sponsorstandards, ~~initial shareholders, directors, officers or any of their affiliates will select~~ which ~~shareholders~~may torequire ~~purchase~~development ~~securities from in any private transaction. Our sponsor, directors, officers or any~~ of ~~their~~certain ~~affiliates~~other ~~will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b~~governance-5related ofpolicies ~~the~~and ~~Exchange Act~~practices. ~~Additionally,~~These inand ~~the~~any ~~event~~other ~~our~~actions ~~sponsor,~~necessary ~~initial shareholders, directors, officers, advisors or their affiliates were~~ to ~~purchase~~achieve ~~shares from public shareholders, such purchases would be structured in~~ compliance with ~~the~~such ~~requirements~~rules of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: • our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, or their affiliates may ~~purchase~~increase ~~shares~~its orlegal ~~rights~~and ~~from~~administrative ~~public shareholders outside the redemption process~~costs, ~~along~~will ~~with~~make ~~the~~some ~~purpose~~activities ofmore ~~such purchases; • if our sponsor~~difficult, ~~initial~~time-consuming shareholders, directors, officers, advisors or their affiliates were to purchase shares or rights from public shareholders, they would do so at a price no higher than the price offered through our redemption process; • our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction; • our sponsor, initial shareholders, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and ~~possess~~costly ~~redemption rights, they would waive such rights;~~ and •may wealso ~~would~~place ~~disclose~~additional instrain aon ~~Form~~its 8-K, before our security holder meeting to approve the business combination transaction, the following material items: • the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers, or their affiliates, along with the purchase price;resources.

Provisions of Enhanced Group’s organizational documents and Texas law could delay or prevent a change in control, limit stockholder actions and make it more difficult for stockholders to effect changes in its management.

Enhanced Group’s organizational documents contain provisions that could have the effect of discouraging, delaying or preventing a change in control or changes in management or the board of directors, even if such changes would be beneficial to holders of Class A common stock. In addition to the dual-class structure, these provisions include, among others, the ability of the board of directors to determine the size of the board and fill vacancies on the board, limitations on the ability of stockholders to remove directors, supermajority voting requirements for certain stockholder actions, restrictions on who may call special meetings, advance-notice procedures and other procedural requirements for stockholder nominations and proposals, and the authority of the board of directors to issue preferred stock with rights and preferences designated by the board. These provisions could discourage unsolicited acquisition proposals or activist campaigns, reduce the likelihood that stockholders receive a premium for their shares in connection with a change in control and adversely affect the market price of Class A common stock.

The exclusive-forum provisions in our organizational documents could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or other employees.

The Certificate of Formation provides that, to the fullest extent permitted by law and unless Enhanced Group consents in writing to the selection of an alternative forum, the courts of the State of Texas (and, if such courts lack jurisdiction, the federal district courts located in the State of Texas) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Enhanced Group, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director, officer or other employee of Enhanced Group to Enhanced Group or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Texas Business Organizations Code, the Certificate of Formation or the Bylaws (each as may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.

Notwithstanding the foregoing, the exclusive-forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or to any other claim for which the federal courts have exclusive jurisdiction. These provisions may discourage lawsuits against Enhanced Group’s directors and officers by limiting the forums in which such lawsuits may be brought and by requiring stockholders to bring certain claims in the courts of the State of Texas or the federal courts located therein. Although similar provisions have been upheld in some circumstances, a court could determine that such a provision is inapplicable or unenforceable. If a court were to find the exclusive-forum provision in the Certificate of Formation to be inapplicable or unenforceable with respect to one or more types of actions, Enhanced Group may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, results of operations and financial condition.

The valuation of Enhanced in connection with the Business Combination was not established through an arm’s-length negotiation or a market-tested process, and the market value of Enhanced Group may be materially lower.

The $1.2 billion valuation of Enhanced agreed in connection with the Business Combination was determined through negotiations between Enhanced, Apeiron and the Sponsor, and was not the result of a competitive or broadly marketed process involving unaffiliated third parties. Enhanced was controlled by Apeiron prior to the consummation of the Business Combination, and following the Business Combination, Enhanced Group is controlled by Apeiron. Apeiron also led Enhanced’s recent Series B equity financing and the Private Placement Investment and exercises significant influence over Enhanced’s operations and governance. In addition, Apeiron has entered into a Sponsor Equity Agreement with the Sponsor providing Apeiron with a call option and the Sponsor with a put option over the Sponsor’s shares of Class A common stock, reducing the economic exposure of the Sponsor to trading prices following consummation of the Business Combination. Apeiron has already deposited $5,500,000 with the Sponsor, creditable against such call option and put option arrangements, and repayable only in

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•very ~~the~~narrow purpose of the purchases by our sponsor, initial shareholders, directors, officers, advisors or their affiliates; • the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved; • the identities of our security holders who sold to our sponsor, initial shareholders, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of our security holders (ecircumstances.~~g.,~~ 5%These ~~security~~arrangements ~~holders)~~may ~~who sold to our sponsor, initial shareholders, directors, officers, or their affiliates; and • the number of our securities for which we~~ have received redemption requests pursuant to our redemption offer. Please see “Proposed Business — Permitted Purchases of Our Securities” for a description of how such persons will determine from which shareholders to seek to acquire securities. The purpose of any such transaction could be to (1) increase the likelihood of obtaining shareholder approval of the business combinationgiven, ~~(2) reduce the number of public rights outstanding~~ and~~/or~~ increase the likelihood of approval on any matters submitted to the public rights holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may ~~result~~ in the ~~completion~~future ~~of our initial business combination that may not otherwise have been possible. In addition~~give, ifrise ~~such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult~~ to ~~maintain~~actual or ~~obtain~~perceived ~~the~~conflicts ~~quotation, listing or trading~~ of ~~our~~interest ~~securities~~in onconnection awith national securities exchange. Please see “Risk Factors — If we seek shareholder approval of our initial business combination, sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase public shares or rights, which may influence a vote on a proposed business combination and reduce the ~~public~~negotiation ~~“float”~~ of ~~our Class A ordinary shares.” Other than~~ the ~~arrangements~~Business ~~with~~Combination ~~affiliates as contemplated hereof~~ and the ~~proposed~~determination ~~private placements~~ of ~~shares~~Enhanced’s and rights to the non-voting sponsor investors (whom the Company does not deem as affiliates), as of the date of this Prospectus, the Company will not seek additional financing through issuing further shares/rights by private placement or issuing debt instruments that may encumber the funds in the trust account prior to the completion of our initial business combinationvaluation.

Although the Sponsor has obtained a fairness opinion from a financial advisor as to the fairness, from a financial point of view, of the consideration paid in the Business Combination, that opinion was procured by the Sponsor and not by an independent committee of disinterested directors. Accordingly, the fairness opinion may not mitigate the potential conflicts of interest of the Sponsor or its affiliates, and does not constitute a confirmation or validation of the $1.2 billion valuation of Enhanced or the implied value of Class A common stock.

In addition, the Private Placement Investment conducted by Enhanced prior to the Business Combination was led by Apeiron, who also, directly or through affiliates, funded $4,250,000 in the Private Placement Investment, representing approximately 10.6% of the aggregate amount raised. Approximately $18,862,009, or 47.2%, was funded by legacy Enhanced shareholders, and the remaining approximately $16,890,000, or 42.2%, by other accredited investors unaffiliated with Enhanced, Apeiron or A Paradise. As a result, unlike in certain other business combination transactions, the valuation of Enhanced was not tested through a broadly marketed investment process or third-party financing process led by independent institutional investors, and there was no independent valuation or appraisal prepared for the benefit of public shareholders in connection with the Private Placement Investment. As a result, the valuation of Enhanced may differ materially from the valuation of Enhanced in any transaction conducted on an arm’s-length basis with an independent third party.

Accordingly, investors should not rely on the implied $1.2 billion valuation of Enhanced, the fairness opinion obtained by the Sponsor, or the implied valuation of Enhanced in the Private Placement Investment, as none of these transactions provide any indication of the current or future market value Enhanced Group. The Class A common stock began trading on the NYSE under the symbol “ENHA” on May 8, 2026. The trading price of the Class A common stock may be materially lower than the implied value of the Class A common stock based on the $1.2 billion valuation of Enhanced agreed in connection with the Business Combination, which was not determined on an arm’s-length basis, and investors may lose some or all of their investment.

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~~Redemption~~MARKET ~~rights~~PRICE ~~for~~AND ~~public~~DIVIDEND shareholders upon completion of our initial business combination: We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination. The non-voting sponsor investors are not required to (i) hold any units, Class A ordinary shares or public rights they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-voting sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders. However, if the non-voting sponsor investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-voting sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus.INFORMATION

Market Price and Ticker Symbol

Enhanced Group Class A common stock began trading on the NYSE under the ticker symbol “ENHA” on May 8, 2026.

Holders of Class A common stock should obtain current market quotations for their securities. The market price of our securities could vary at any time.

Holders

As of May 7, 2026, there were approximately 429 holders of Class A common stock.

Dividend Policy

We currently expect to retain all available funds and future earnings, if any, for use in the operation and growth of our business and do not anticipate paying any cash dividends for the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under any existing or future agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our Board deems relevant. Accordingly, realization of a gain on your investment will depend on the appreciation of the price of the shares, which may never occur. Investors seeking cash dividends in the foreseeable future should not invest in shares.

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Manner of conducting redemptions:		We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
		If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: • conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and • file proxy materials with the SEC.
		If we seek shareholder approval, we will complete our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own at least 25% of our issued and outstanding ordinary shares entitled to vote thereon. As a result, in addition to our founder shares and private placement shares underlying our private placement units, we would need only 6,366,667 or 31.8%, of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved, assuming the over-allotment option is not

USE OF PROCEEDS

All of the shares of Class A common stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale of our securities by the Selling Securityholders pursuant to this prospectus. However, we may receive proceeds from the exercise of the SAFE Warrants and Consultant Warrants to the extent such warrants are exercised for cash, although we will not receive any proceeds from the resale of the shares issued upon any such exercise.

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~~exercised~~DETERMINATION ~~and~~OF ~~the~~OFFERING parties to the letter agreement do not acquire any Class A ordinary shares. If only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised no public shares sold in this offering would be required to be voted in favor of a transaction in order to have our initial business combination approved. Although we have no knowledge of any affiliation or other agreement or arrangement, as to the voting of our securities or otherwise, among the non-voting sponsor investors, non-voting sponsor investors’ interests in the founder shares may provide them with an incentive to vote any shares they own in favor of a business combination, and make a substantial profit on appreciation of the founder shares, even if the business combination is with a target that ultimately reduces the value of the public shares to a level that is not profitable for other public shareholders. If the non-voting sponsor investors all elect to purchase the full amount of our units described herein and so long as they hold a substantial portion of the units purchased, the sponsor and the non-voting sponsor investors would collectively own a significant number of our shares. Therefore, in the event that the non-voting sponsor investors purchase the full amount of units described herein, continue to hold the shares included in the units and individually decide to vote such shares in favor of our initial business combination, we would not need any additional public shares sold in this offering to be voted in favor of our initial business combination to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination [and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the British Virgin Islands]. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: • conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, andPRICE

The shares of Class A common stock offered hereby are being offered for resale by the Selling Securityholders. The offering price of the shares offered pursuant to this prospectus following consummation of the Business Combination will be determined by reference to the market price of our Class A common stock at the time of sale.

We cannot determine the price or prices at which Class A common stock may be sold by the Selling Securityholders under this prospectus.

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•UNAUDITED ~~file~~PRO ~~tender~~FORMA ~~offer~~CONDENSED ~~documents~~COMBINED ~~with~~FINANCIAL the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.INFORMATION

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of A Paradise and Enhanced, adjusted to give effect to the Business Combination.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 combines the historical unaudited condensed balance sheet of A Paradise as of March 31, 2026, with the historical unaudited condensed consolidated balance sheet of Enhanced as of March 31, 2026, on a pro forma basis as if the Business Combination had been consummated on March 31, 2026.

The unaudited pro forma combined statement of operations for the three months ended March 31, 2026 combines the historical unaudited condensed statements of operations of A Paradise for the three months ended March 31, 2026 and the historical unaudited condensed consolidated statement of operations of Enhanced for the three months ended March 31, 2026, on a pro forma basis as if the Business Combination had been consummated on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma combined statement of operations for the year ended December 31, 2025 combines the historical audited statements of operations of A Paradise for the year ended December 31, 2025 and the historical audited consolidated statement of operations of Enhanced for the year ended December 31, 2025, on a pro forma basis as if the Business Combination had been consummated on January 1, 2025.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following audited historical financial statements and the accompanying notes, which are included elsewhere in this prospectus:

•The historical audited financial statements of A Paradise as of and for the year ended December 31, 2025, and the related notes.

•The historical audited consolidated financial statements of Enhanced as of and for the year ended December 31, 2025, and the related notes.

•The historical unaudited condensed consolidated financial statements of A Paradise as of and for the three months ended March 31, 2026 and the related notes.

•The historical unaudited condensed consolidated financial statements of Enhanced as of and for the three months ended March 31, 2026 and the related notes.

Accounting treatment of the Business Combination

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, A Paradise, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, Enhanced is treated as the accounting acquirer with the Business Combination treated as the equivalent of a capital transaction in which Enhanced is issuing shares for the net assets of A Paradise, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Enhanced. Enhanced has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•Enhanced equity holders have a relative majority of the voting power of Enhanced Group;

•Enhanced equity holders have the ability to nominate the majority of the members of the Enhanced Group Board;

•Enhanced senior management comprise the senior management roles of Enhanced Group and are responsible for the day-to-day operations of Enhanced Group;

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~~Our~~•Considering proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ~~ordinary~~Paradise shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote: Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is ~~acting in concert or as~~ a ~~“group”~~shell ~~(as~~company ~~defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares~~ with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no ~~more than 15% of the shares sold in this offering~~operations, ~~we believe we will limit~~ the ~~ability~~relative ofsize ~~a small group~~ of ~~shareholders~~Enhanced tois ~~unreasonably~~significantly ~~attempt~~larger tocompared ~~block our ability~~ to ~~complete~~A our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.Paradise;

•Enhanced Group assumed the Enhanced name; and

•The intended operations of Enhanced Group continue Enhanced’s current operations.

Description of the Business Combination and the Private Placement Investment

Business Combination

On November 26, 2025, A Paradise entered into the Business Combination Agreement with Enhanced.

Pursuant to the Business Combination Agreement, the following transactions occurred:

•On May 6, 2026, A Paradise filed an application to discontinue as a business company with the BVI Registrar of Corporate Affairs, together with the necessary accompanying documents, and filed the Certificate of Formation and a Certificate of Domestication, under which A Paradise domesticated and continued as a Texas corporation;

•Immediately before the effective time of the Domestication, each then-issued and outstanding A Paradise Class B ordinary share converted, on a one-for-one basis, into one Class A ordinary share of A Paradise, each converted share being a “Converted A Paradise Class A ordinary share.” At the effective time of the Domestication, by virtue of the Domestication, (1) each then-issued and outstanding A Paradise Class A ordinary share, including the Converted A Paradise Class A ordinary share, converted automatically, on a one-for-one basis, into a share of Enhanced Group Class A common stock, (2) A Paradise authorized the Enhanced Group Class B common stock, (3) each then-issued and outstanding A Paradise Unit converted automatically into one Enhanced Group Unit representing one share of Enhanced Group Class A common stock and a right of Enhanced Group, representing a right to receive one-eighth of one share of Enhanced Group Class A common stock, and (4) at the First Effective Time, each then-issued and outstanding Enhanced Group Unit was separated into one share of Enhanced Group Class A common stock and one Enhanced Group Right, which converted into one-eighth of one share of Enhanced Group Class A common stock.

•On May 7, 2026, the Company, Enhanced and Merger Sub consummated the Business Combination, whereby: (1) Merger Sub merged with and into Enhanced pursuant to the First Merger, with Enhanced surviving the merger as a wholly owned subsidiary of the Company, (2) upon the consummation of the First Merger, each issued and outstanding Enhanced common share automatically converted into the right to receive a number of shares of Enhanced Group Class A common stock equal to the Exchange Ratio, (3) Enhanced, as resulting from the First Merger, merged with and into A Paradise pursuant to the Second Merger, with the Company surviving the Second Merger and changing its corporate name from “A Paradise Acquisition Corp.” to “Enhanced Group Inc.”; and (4) in addition, at the First Effective Time, (i) each Enhanced Option outstanding as of immediately prior to the First Effective Time was converted into an Enhanced Group Option 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 equaled the number 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 equaled the prior exercise price divided by the Exchange Ratio, rounded up to the nearest full cent; (ii) each Enhanced Top-Up Award outstanding as of immediately prior to the First Effective Time was converted into the right to receive shares of Enhanced Group Top-Up Award 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 outstanding as of immediately prior to the First Effective Time was converted into an Enhanced Group Consultant Warrant upon substantially the same terms and conditions as were in effect with respect to such warrant immediately prior to the First Effective Time, including with respect to vesting, exercisability and termination-related provisions, except that the number of shares equaled the number of Enhanced common shares subject to such warrant multiplied by the Exchange Ratio, rounded down to the

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Release of funds in trust account on closing of our initial business combination:		On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
Redemption of public shares and distribution and liquidation if no initial business combination:		Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our board of directors, liquidate and dissolve, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the completion window.

nearest whole share, and the per share exercise price equaled the prior exercise price divided by the Exchange Ratio, rounded up to the nearest full cent.

•On May 7, 2026, immediately after the Second Effective Time, Enhanced Group issued to investors in the Private Placement Investment, as described below, SAFE Warrants for 2,000,080 shares of Enhanced Group Class A common stock, each of which is exercisable in cash at $10 per share.

Private Placement Investment

On November 26, 2025, Enhanced entered into an equity private placement transaction pursuant to which it issued SAFEs to certain investors in an aggregate amount of $40,002,054. Upon consummation of the Business Combination, all outstanding SAFEs issued by Enhanced automatically converted, immediately prior to the closing into Enhanced common shares, which were exchanged alongside the other Enhanced common shares for shares of Enhanced Group Class A common stock. In the aggregate, 4,000,182 shares of Enhanced Group Class A common stock were issued to SAFE holders in respect of conversion of the SAFEs. Concurrently with such conversion, the Company issued to the SAFE investors SAFE Warrants for an aggregate of 2,000,080 shares of Enhanced Group Class A common, which is fifty percent (50%) of the number of Enhanced Group Class A common stock received upon conversion of the SAFE, each exercisable for one Enhanced Group Class A common stock at a per-share price of $10. The automatic conversion increased the Company’s total outstanding common equity and contributed to dilution of existing shareholders’ ownership interests. The conversion is reflected in the pro forma balance sheet as an increase to shareholders’ equity, corresponding to the balance of the SAFE liability.

Working Capital Note

In order to access additional capital prior to the Enhanced Games, on March 18, 2026, Enhanced entered into a Working Capital Note with Apeiron for a line of credit commitment up to $20.0 million. The terms of the Working Capital Note provide for an applicable interest rate of 5.0% per annum and a maturity date of September 18, 2027. The Working Capital Note also provides for mandatory prepayment of amounts outstanding under the Working Capital Note upon Closing if (a) the Business Combination has been consummated and (b) if after A Paradise shareholder redemptions and the payment of transaction expenses, the amount remaining in the Trust Account exceeds $20.0 million; provided that such mandatory prepayment shall in no event exceed the amount by which such funds that remain in the Trust Account exceed $20.0 million. The Working Capital Note also provides that, in consideration for the commitment thereunder, the lock-up restrictions applicable to Apeiron, its affiliates and certain related shareholders under the Transaction Support Agreement shall, in the event Apeiron or its applicable affiliates has entered into any pledge, hedge, swap or other arrangement that transfers to another, or disposes of (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)), any of the interests (including economic consequences of ownership) with respect to any shares of Enhanced Group, cease to apply to such shares. In April 2026, Enhanced drew $10 million from the Working Capital Note’s available line of credit. The pro forma effect of this draw of the Working Capital Note has been included in the unaudited pro forma condensed consolidated financial information presented herein.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of Enhanced Group upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial

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~~Our~~position ~~sponsor,~~of ~~officers~~Enhanced ~~and~~following ~~directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from~~ the ~~trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the~~ completion ~~window,~~of ~~although they will be entitled to liquidating distributions from assets outside~~ the ~~trust~~Business ~~account~~Combination. ~~However,~~The ifunaudited ~~our~~pro ~~initial~~forma ~~shareholders~~adjustments orrepresent management’s ~~team~~estimates ~~acquire~~based ~~public~~on ~~shares~~information in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the completion window and, in such event, such amounts will be included with the funds held in the trust account that will be available toas ~~fund~~of the ~~redemption~~date of ~~our~~this ~~public~~unaudited ~~shares.~~pro ~~Our~~forma ~~sponsor,~~condensed ~~officers~~combined ~~and~~financial ~~directors~~information ~~have agreed, pursuant to a letter agreement, that they will not propose any amendment to our amended~~ and ~~restated~~are ~~memorandum~~subject ~~and articles of association (A)~~ to ~~modify~~change ~~the~~as substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares. For example, our board of directors may propose such an amendment if it determines that additional ~~time~~information isbecomes ~~necessary~~available ~~to complete our initial business combination. In such event, we will conduct a proxy solicitation~~ and ~~distribute~~analyses ~~proxy~~are materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendmentperformed.

A Paradise and Enhanced have not had any historical operational relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Upon Closing, there were 20,000,000 A Paradise Rights outstanding. Each holder of an A Paradise Right has automatically received one eighth (1/8) of one A Paradise Class A ordinary share upon consummation of A Paradise’s initial business combination, even if the holder of such right redeemed all A Paradise Class A ordinary shares held by it in connection with the initial business combination. A Paradise will not issue fractional shares in connection with an exchange of A Paradise Rights.

The unaudited pro forma condensed combined financial information has been prepared assuming (a) no election will be made by the holders of Enhanced Group Options to purchase Enhanced Group Class A common stock at Closing and (b) no election will be made by any of the holders of the Enhanced Group SAFE Warrants to convert any portion of the Enhanced Group SAFE Warrants for shares of Enhanced Group Class A common stock at Closing.

The unaudited pro forma combined financial information contained herein reflect the Public Stockholders that have elected to redeem their Public Shares for cash regardless of whether they approved the Business Combination. Public Stockholders holding 19,611,370 shares, or 98% of the existing public shares of A Paradise, have elected to redeem their shares prior to the Business Combination. This will equate to aggregate Public Share redemption payments of approximately $201,255,348 at a redemption price of $10.26 per share.

The following summarizes the pro forma shares of the Class A common stock issued and outstanding immediately after the Business Combination, subsequent to Public Shareholder redemptions. The table below does not include the Dilutive Interests, in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination.


	Share ownership in Enhanced Group
	No. of Shares	% ownership
Existing Enhanced Shareholders(1)(3)	112,000,156	92	%
A Paradise public shareholders(2)	3,113,630	2	%
Sponsor and its affiliates	7,116,667	6	%
Total	122,230,453

__________________

(1)Reflects the issuance of 112,000,156 Enhanced Group Class A common stock to existing Enhanced Shareholders in consideration for their shares of Enhanced.

(2)Includes 2,500,000 shares converted from 20,000,000 rights issued in conjunction with A Paradise class A ordinary shares.

(3)Excludes up to 10,656,222 shares of Enhanced Group Class A common stock exercisable in respect of Enhanced Group Options, up to 526,731 shares of Enhanced Group Class A common stock expected to be issued in respect of Enhanced Group Top-Up Awards (estimated based on the SAFE Price), up to 817,005 shares of Enhanced Group Class A common stock expected to be exercisable in respect of Enhanced Group Consultant Warrants, and 2,000,080 shares of Enhanced Group Class A common stock that underlie the Enhanced Group SAFE Warrants, as the Enhanced Group SAFE Warrants are issued immediately after Closing.

The following summarizes the pro forma shares of the Class A common stock issued and outstanding inclusive of potentially dilutive instruments immediately after the Business Combination, subsequent to the Public Shareholder redemptions. This table assumes (i) the Dilutive Interests have been fully exercised and/or vested, (ii) any conditions to the issuance of such Dilutive Interests have been fully satisfied, and (iii) such Dilutive Interests were issued in connection with the consummation of the Business Combination, such that the implied ownership of Enhanced Group immediately following the consummation of the Business Combination is as follows:


			Share ownership in Enhanced Group
			No. of Shares						% ownership

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Limited payments to insiders:	We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers, advisors, or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:
Existing Enhanced Shareholders(1)(3)		126,000,194	93	%
	• Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; • Payment of consulting, success or finder fees to our independent directors, or their respective affiliates in connection with the consummation of our initial business combination; • We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; • Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
A Paradise public shareholders(2)		3,113,630	2	%
	• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Sponsor and its affiliates		7,116,667	5	%
Audit committee:	We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A of the Exchange Act. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”
Total		136,230,491

__________________

(1)Reflects the issuance of 126,000,194 Class A common stock to existing Enhanced Shareholders in consideration for their shares of Enhanced.

(2)Includes 2,500,000 shares converted from 20,000,000 rights issued in conjunction with A Paradise class A ordinary shares.

(3)Includes 10,656,222 shares of Enhanced Group Class A common stock exercisable in respect of Enhanced Group Options, 526,731 shares of Enhanced Group Class A common stock expected to be issued in respect of Enhanced Group Top-Up Awards (estimated based on the SAFE Price), 817,005 shares of Enhanced Group Class A common stock expected to be exercisable in respect of Enhanced Group Consultant Warrants and 2,000,080 shares of Enhanced Group Class A common stock that underlie the Enhanced Group SAFE Warrants.

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Conflicts of Interest: Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, subject to his or her fiduciary duties under British Virgin Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which may be suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. Our sponsor, officers and directors are, and may sponsor or form or become sponsors, officers or directors of other special purpose acquisition companies similar to ours or may pursue business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they are involved or may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. Upon the closing of this offering, our sponsor will


UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
As of March 31, 2026

	A Paradise 2(A)		Enhanced 2(B)		Transaction Accounting Adjustments			Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	428,394	$	12,759,270	$	15,045	2(i)	$	21,675,157
					205,105,918		2(iii)
					(201,255,348)		2(iii)
					(5,224,099)		2(v)
					(154,023)		2(vi)
					10,000,000		2(ix)
Deposit assets	—		6,837,843		—			6,837,843
Deferred offering costs	—		7,277,901		(7,277,901)		2(v)	—
Prepaid expenses and other assets	175,433		1,544,538		—			1,719,971
Total current assets	603,827		28,419,552		1,209,592			30,232,971
OTHER ASSETS:
Investments held in trust account	205,105,918		—		(205,105,918)		2(iii)	—
Deposit assets, long term	—		3,979,386		—			3,979,386
Equipment, net	—		546,370		—			546,370
Intangible assets, net	—		30,000		—			30,000
TOTAL ASSETS	$	205,709,745	$	32,975,308	$	(203,896,326)		$	34,788,727
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Simple Agreement for Future Equity	$	—	$	39,987,009	$	15,045	2(i)	$	—
					(40,002,054)		2(ii)
Accounts payable and accrued expenses	608,054		8,329,219		—			8,937,273
Deposit liabilities	—		1,356,090		—			1,356,090
Other current liabilities	—		53,240		—			53,240
Liability for share-based payments	—		—		5,275,831		2(viii)	5,275,831
Working capital note payable	—		—		10,000,000		2(ix)	10,000,000
Total current liabilities	608,054		49,725,558		(24,711,178)			25,622,434
Deferred underwriting fee payable	8,000,000		—		(8,000,000)		2(vi)	—
TOTAL LIABILITIES	8,608,054		49,725,558		(32,711,178)			25,622,434

Preferred Stock, $0.00001 par value	—		26,854,552		(26,854,552)		2(iv)	—
Class A ordinary shares subject to possible redemption	205,105,918		—		(205,105,918)		2(iii)	—
STOCKHOLDERS' EQUITY (DEFICIT):
Class A Common Stock, $0.0001 par value	—		102		12,121		2(ii)	12,223
Class B Common Stock, $0.0001 par value	—		—		25,884		2(ii)	25,884
Additional paid-in capital	—		4,865,302		(38,005)		2(ii)	71,679,676
					40,002,054		2(ii)
					3,850,570		2(iii)
					26,854,552		2(iv)
					(3,696,547)		2(v)
					7,845,977		2(vi)
					(8,004,227)		2(vii)
Accumulated deficit	(8,004,227)		(48,470,206)		(8,805,453)		2(v)	(62,551,490)
					8,004,227		2(vii)
					(5,275,831)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(8,004,227)		(43,604,802)		60,775,322			9,166,293
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	205,709,745	$	32,975,308	$	(203,896,326)		$	34,788,727

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have invested in us an aggregate of $4,025,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $4,000,000 purchase price for the private placement units (or $10.00 per unit). Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares in this offering, as our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders. Additionally, the personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. For example, if two targets are being evaluated by our management team, and one is more stable and has a better risk or stability profile for our public shareholders, but may take a longer time to diligence and go through the business combination process, while the other has a less favorable risk or stability profile for our public shareholders, but would be easier, quicker and more certain to guide through the business combination process, our management team may decide to choose what they believe to be the quicker and more certain path despite its less favorable risk or stability profile for our public shareholders, as our management team would likely not receive any financial benefit unless we consummated a business combination. Additionally, if members of our management team form other special purpose acquisition companies similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, the consideration paid, terms, conditions and timing relating to the business combinations of such other special purpose acquisition companies or ventures, and the level of attention paid to by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination.


UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Year ended December 31, 2025

	A Paradise Acquisition Corp 4(A)		Enhanced 4(B)		Transaction Accounting Adjustments			Pro Forma Combined
Revenue	$	—	$	—	$	—		$	—
Operating expenses:
General and administrative	1,038,358		21,732,936		7,629,453		2(v)	35,676,578
					5,275,831		2(viii)
Athlete	—		3,743,219		—			3,743,219
Marketing	—		1,404,324		—			1,404,324
Depreciation	—		8,553		—			8,553
Total operating expenses	1,038,358		26,889,032		12,905,284			40,832,674
Loss from operations	(1,038,358)		(26,889,032)		(12,905,284)			(40,832,674)
Other income (expenses):
Interest income and other expense, net	3,333,963		227,355		(3,318,154)		4(xii)	(256,836)
					(500,000)		4(xiii)
Gain on expiration of over-allotment option liability	272,989		—		—			272,989
Total other income (expenses), net	3,606,952		227,355		(3,818,154)			16,153
Income (loss) before income taxes	2,568,594		(26,661,677)		(16,723,438)			(40,816,521)
Benefit (provision) for income taxes	—		—		—			—
Net income (loss) and comprehensive income (loss)	$	2,568,594	$	(26,661,677)	$	(16,723,438)		$	(40,816,521)
Net income (loss) per share, basic and diluted(1)	$	(0.05)	$	(2.62)	$	(0.14)		$	(0.33)
Weighted-average shares of common stock, basic and diluted	6,918,174		10,174,887		122,230,453			122,230,453


UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three months ended March 31, 2026

	A Paradise Acquisition Corp 3(A)		Enhanced 3(B)		Transaction Accounting Adjustments			Pro Forma Combined
Revenue	$	—	$	2,755	$	—		$	2,755
Operating expenses:
General and administrative	374,239		12,525,661		—			12,899,900
Athlete	—		2,508,472		—			2,508,472
Marketing	—		1,493,269		—			1,493,269
Depreciation	—		16,661		—			16,661
Total operating expenses	374,239		16,544,063		—			16,918,302
Loss from operations	(374,239)		(16,541,308)		—			(16,915,547)
Other income (expenses):
Interest income and other expense, net	1,793,413		111,878		(1,787,764)		3(x)	(7,473)
					(125,000)		3(xi)


Total other income (expenses), net	1,793,413		111,878		(1,912,764)			(7,473)
Income (loss) before income taxes	1,419,174		(16,429,430)		(1,912,764)			(16,923,020)
Benefit (provision) for income taxes	—		—		—			—
Net income (loss) and comprehensive income (loss)	$	1,419,174	$	(16,429,430)	$	(1,912,764)		$	(16,923,020)
Net income (loss) per share, basic and diluted(1)	$	(0.01)	$	(1.61)	$	(0.02)		$	(0.14)
Weighted-average shares of common stock, basic and diluted	7,266,667		10,233,183		122,230,453			122,230,453

(1) The net loss per share of A Paradise is presented using income (loss) attributable to non-redeemable shares, excluding income allocated to redeemable shares.

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InNOTES ~~addition~~TO toUNAUDITED ~~the~~PRO ~~above,~~FORMA ~~our~~CONDENSED ~~officers~~COMBINED ~~and~~FINANCIAL directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See “Risk Factors — Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.” Additionally, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within 24 months from the closing of this offering or by such earlier liquidation date as our board of directors may approve. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the rights may expire worthless. With certain limited exceptions, the founder shares purchased by our sponsor for an aggregate of $25,000, will not be transferable, assignable or salable by our sponsor or its permitted transferees until the earlier of (a) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination or (b) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement units, private placement shares, private placement rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by our sponsor or its permitted transferees until after the completion of our initial business combination. Since our sponsor and executive officers and directors may directly or indirectly own ordinary shares and rights following this offering, our executive officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within 24 months from the closing of this offering or by such earlier liquidation date as our board of directors may approve.INFORMATION

1.Basis of Presentation

The unaudited pro forma condensed combined financial information has been adjusted to give effect to transaction accounting adjustments related to the Business Combination linking the effects of the Business Combination to the historical financial information.

The Business Combination will be accounted for as a reverse recapitalization in accordance with the FASB’s ASC Topic 805, “Business Combinations.” Enhanced has been determined to be the accounting acquirer. Under the reverse recapitalization model, the Business Combination will be treated as Enhanced issuing equity for the net assets of A Paradise, with no goodwill or intangible assets recorded.

The unaudited pro forma adjustments have been prepared as if the Business Combination had been consummated on December 31, 2025, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Business Combination had been consummated on January 1, 2025, the beginning of the earliest period presented, in the case of the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, which is included elsewhere in this prospectus, has been prepared using the following:

•A Paradise’s historical balance sheet as of March 31, 2026; and

•Enhanced’s historical consolidated balance sheet as of March 31, 2026.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026, which is included elsewhere in this prospectus, has been prepared using the following:

•A Paradise’s historical statement of operations for the three months ended March 31, 2026; and

•Enhanced’s historical consolidated statement of operations for the three months ended March 31, 2026.

The unaudited pro forma condensed combined statement of operation for the year ended December 31, 2025, which is included elsewhere in this prospectus, has been prepared using the following:

•A Paradise’s historical statement of operations as of December 31, 2025; and

•Enhanced’s historical consolidated statement of operations as of December 31, 2025.

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Enhanced after giving effect to the Business Combination. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma condensed adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. A Paradise has elected not to present any “management adjustments.”

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~~Our~~The ~~insiders,~~unaudited ~~officers,~~pro ~~advisors~~forma ~~and~~condensed ~~directors,~~combined orfinancial ~~any~~information ofis ~~their~~not ~~respective~~necessarily ~~affiliates,~~indicative ~~will be reimbursed for any out-~~of~~-pocket~~ ~~expenses~~what incurred in connection with activities on our behalf such as identifying and investigation potential target businesses, performing business due diligence on suitable target businesses and business combinations. There is no limit on the ~~amount~~actual ofresults ~~out-~~of~~-pocket~~ ~~expenses~~operations ~~reimbursable~~and byfinancial usposition ~~provided,~~would ~~however,~~have tobeen ~~the~~had ~~extent such expenses exceed~~ the ~~available~~Business ~~proceeds~~Combination ~~not~~taken ~~deposited~~place inon the ~~trust~~dates ~~account~~indicated, ~~such~~nor ~~expenses~~are ~~would~~they ~~not~~indicative beof ~~reimbursed by us unless we consummate an initial business combination. In~~ the ~~event~~future ~~our~~consolidated ~~sponsor~~results ~~or members~~ of ~~our~~operations ~~management~~or ~~team~~financial ~~provide~~position ~~loans to us to finance transaction costs in connection with an initial business combination, such persons may have a conflict~~ of ~~interest~~Enhanced inGroup. ~~determining~~They ~~whether~~should ~~a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not~~ be ~~repaid~~read ~~unless we consummate such business combination. Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee~~ in ~~order~~conjunction ~~to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business~~ with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, non-voting sponsor investors or directors, or completing the ~~business~~historical ~~combination~~financial ~~through~~statements aand ~~joint~~notes ~~venture~~thereto ~~or other form~~ of ~~shared~~Enhanced ~~ownership~~and ~~with our sponsor, officers or directors.~~ A ~~target business affiliated with a non-voting sponsor investors would not be considered an affiliated entity~~Paradise. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting firm or independent investment banking firm that our initial business combination is fair to our shareholders from a financial point of view. We are not required to obtain such an opinion in any other context.

2.Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026, are as follows:

(A)Derived from the unaudited condensed consolidated balance sheet of A Paradise as of March 31, 2026.

(B)Derived from the unaudited condensed consolidated balance sheet of Enhanced as of March 31, 2026.

(i)Represents the remaining cash receipts associated with SAFEs entered into by Enhanced preceding the acquisition agreement. The SAFEs were issued to certain investors in an aggregate amount of $40,002,054.

(ii)Reflects the recapitalization of Enhanced. Immediately prior to the recapitalization, as triggered by the Business Combination, Enhanced historical convertible instruments and SAFEs convert to Enhanced common shares that, collectively with the historical Enhanced common shares, are exchanged for 4,000,182 shares of Enhanced Group Class A common stock and additional paid-in-capital. At the conversion the SAFE investors also received Enhanced Group SAFE Warrants equal to fifty percent (50%) of the number of Class A common stock received upon conversion, each exercisable for one share of Enhanced Group Class A common stock at a per-share price equal to the conversion price determined under the SAFE. These Enhanced Group SAFE Warrants are included in additional paid-in capital. As noted above, these unaudited pro forma condensed combined financial statements have been prepared assuming no election will be made by any of the holders of the Enhanced Group SAFE Warrants to convert any portion of the Enhanced Group SAFE Warrants for shares of Enhanced Group Class A common stock at Closing. Additionally, the Co-Founder Holders will receive Enhanced Group Class B common stock, par value $0.0001, as specified in the Allocation Statement. Following the Business Combination, Enhanced Group will have the following shares of Class A common stock and Class B common stock issued and outstanding, as shown in the following table:


	Shares Authorized	Shares Issued and outstanding
Class A common stock	310,000,000	122,230,453
Class B common stock	330,000,000	258,837,933

Enhanced Group pro forma shares were derived from the following:


	Class A Common Shares	Class B Common Shares
A Paradise outstanding shares at March 31, 2026	7,266,667	—
Issuance of Enhanced Group shares in exchange for A Paradise common shares	10,230,297	—
Conversion of Enhanced Ltd shares into Enhanced Group share(1)	110,000,076	258,837,933
Conversion of Enhanced Ltd SAFEs into Enhanced Group common stock	2,000,080	—
Total shares issued in Enhanced Group	122,230,453	258,837,933

______________

(1)The Class A common stock shown here represent the shares issued upon the contractual automatic conversion of the Enhanced SAFEs into Enhanced Group equity, prior to the Business Combination. Excludes 10,656,222 shares of Enhanced Group Class A common stock exercisable in respect of Enhanced Group Options, 526,731 shares of Enhanced Group Class A

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~~Indemnity~~common bystock ~~the~~expected ~~sponsor~~to ~~in the event of liquidation without a business combination Our sponsor has agreed that it will~~ be ~~liable~~issued to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a business combination agreement (except for the Company’s independent registered public accounting firm), reduce the amount of funds in ~~the~~respect ~~trust account to below the lesser~~ of ~~(i)~~Enhanced ~~$10.00~~Group ~~per~~Top-Up ~~public~~Awards ~~share and~~ (~~ii)~~estimated ~~the~~based ~~actual~~on ~~amount per public share held in~~ the ~~trust~~SAFE ~~account~~Price), ~~as of the date of the liquidation of the trust account~~817,005 ifshares ~~less than $10.00 per share due to reductions in the value~~ of ~~the~~Enhanced ~~trust~~Group ~~assets,~~Class ~~less~~A ~~taxes~~common ~~payable,~~stock ~~provided~~expected ~~that such liability will not apply~~ to ~~any~~be ~~claims~~exercisable ~~by a third party or prospective target business who executed a waiver of any and all rights to the monies held~~ in ~~the~~respect ~~trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity~~ of ~~the~~Enhanced ~~underwriters~~Group ofConsultant ~~this~~Warrants ~~offering~~and ~~against certain liabilities~~2, ~~including liabilities under the Securities Act. However~~000,080 weshares have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of ~~our~~Enhanced ~~company.~~Group ~~Therefore,~~Class weA ~~cannot~~common ~~assure~~stock ~~you~~ that ~~our~~underlie ~~sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against~~ the ~~trust~~Enhanced ~~account,~~Group ~~the~~SAFE ~~funds available for our initial business combination and redemptions could be reduced to less than $10~~Warrants.~~00 per public share.~~

(iii)Represents cash equivalents released from the Trust Account and relieved of restrictions regarding use upon the Closing and, accordingly, became available for redemptions and general use by Enhanced Group less any cash disbursements for shares redeemed subsequent to March 31, 2026. Such amount represents a reclassification from the investments held in trust line of the pro forma balance sheet to the cash and cash equivalents line. Based upon a 98% redemption rate, cash available for general use increased by $3,696,547, cash disbursements to pay the remaining deferred underwriting fee amounted to $154,023 and cash disbursements for redemptions amounted to $201,255,348 This also reflects an increase to additional paid-in capital based on redemptions of 19,611,370 A Paradise shares.

(iv)Represents conversion of Enhanced’s preferred shares. Enhanced Series A-1 preferred shares has a conversion rate of 1.65, Enhanced Series A-2 preferred shares has a conversion rate of 3.30 and Enhanced Series B preferred shares has a conversion rate of 14.35. Preferred Share Conversions are triggered in connection with the Business Combination, accounted for as a reverse recapitalization.

(v)Represents payment of unrecorded estimated transaction costs that are expected to be incurred for the Business Combination of $3,674,000, as itemized in the following table. The transaction costs of A Paradise are expensed. The accounting for Enhanced’s costs related to the Business Combination are charged to additional paid-in capital when specific incremental costs are directly attributable to an offering of securities and the amounts capitalized to additional paid-in capital do not exceed the proceeds of the offering. Proceeds of the offering for these purposes amount to the amount of cash Enhanced Group has retained from the Trust Account. Therefore $3,696,547 of the transaction costs of Enhanced are capitalized and $6,885,453 of the transaction costs of Enhanced are expensed. Refer to note 2 of the consolidated financial statements presented in the Annual Report on Form 10-K of A Paradise, filed with the SEC on February 9, 2026, and note 2 of the consolidated financial statements of Enhanced, presented in the A Paradise Registration Statement on Form S-4, filed with the SEC on April 9, 2026, for additional discussions of each entities’ accounting policies related to costs of securities offerings.


	Approximate transaction costs included in the combined operating results of A Paradise and Enhanced as of March 31, 2026				Unrecorded estimated transaction costs included in the pro forma financial statements				Total estimated transaction costs
Cost category	Costs of A Paradise		Costs of Enhanced		Costs of A Paradise		Costs of Enhanced		Costs of A Paradise		Costs of Enhanced		Total
Legal fees	$	1,191,000	$	5,449,000	$	49,000	$	51,000	$	1,240,000	$	5,500,000	$	6,740,000
Advisory fees	73,000		338,000		166,000		42,000		239,000		380,000		619,000
Other professional fees	95,000		438,000		46,000		97,000		141,000		535,000		676,000
Offering costs	—		—		—		3,000,000		—		3,000,000		3,000,000
Other expenses	191,000		1,053,000		109,000		114,000		300,000		1,167,000		1,467,000
Total	$	1,550,000	$	7,278,000	$	370,000	$	3,304,000	$	1,920,000	$	10,582,000	$	12,502,000

(vi)Deferred underwriting fee payable of $154,023 is to be paid to CCM upon consummation of the Business Combination Agreement. Amounts to be paid are dependent on the level of redemptions. At a redemption rate of approximately 98%, Enhanced Group retained $3,850,570 of the trust balance prior to payment of the deferred underwriting fees.

(vii)Reflects the elimination of A Paradise’s historical accumulated deficit with a corresponding adjustment to additional paid-in-capital for Enhanced Group in connection with the reverse recapitalization at the Closing.

(viii)In connection with the Business Combination, Enhanced Group is obligated to issue Top-Up awards to certain Enhanced employees, with an aggregate value of $5,275,831.

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~~SUMMARY~~(ix)In ~~FINANCIAL~~April ~~DATA~~2026, Enhanced drew $10,000,000 from the Working Capital Note’s available line of credit. The outstanding principal of the Working Capital Note bears interest at 5% per annum and is payable upon maturity.

~~The~~Unaudited ~~following~~Condensed ~~table~~Combined ~~summarizes~~Pro ~~the~~Forma ~~relevant~~Adjustments ~~financial data for our business and should be read together with our financial statements, which are included elsewhere in this prospectus. We have not had any significant operations~~ to ~~date,~~the soStatements ~~only~~of ~~balance sheet data is presented.~~Operations

	March 31, 2025
Balance Sheet Data	Actual			As Adjusted
Working (deficit) capital(1)	$	(308,576	)	$	874,741
Total assets(2)	$	35,117		$	200,874,741
Total liabilities(3)	$	310,376		$	8,276,768
Value of Class A ordinary shares subject to possible redemption(4)	$	—		$	200,000,000
Shareholder’s deficit(5)	$	(275,259	)	$	(7,402,027	)

3.Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2026

~~____________~~The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statements of operations are as follows:

~~Notes:~~(A)Derived from the unaudited statement of operations of A Paradise for the three months ended March 31, 2026.

(1B) ~~The~~Derived ~~“as~~from ~~adjusted” calculation includes $1,150,000 in cash held outside~~ the ~~trust~~unaudited ~~account,~~consolidated ~~plus~~statement ~~$(275,259)~~of operations of ~~actual~~Enhanced ~~shareholder’s~~for ~~deficit~~the asthree ofmonths ended March 31, ~~2025~~2026.

(2x) ~~The~~Reflects ~~“as~~the ~~adjusted”~~elimination ~~calculation~~of ~~includes~~interest ~~$200,000,000~~income ~~cash~~generated ~~held in trust~~ from the ~~proceeds~~investments ofheld ~~this~~in ~~offering and~~ the ~~sale~~Trust ofAccount ~~the~~after ~~private~~giving ~~placement~~effect ~~units,~~to ~~plus $1,150,000 in cash held outside~~ the ~~trust~~Business ~~account,~~Combination ~~plus~~as ~~$(275,259)~~if ofit ~~actual~~had ~~shareholder’s~~occurred ~~deficit~~on asJanuary ~~of March 31~~1, 2025.

(3xi) ~~The~~Reflects ~~“as~~the ~~adjusted”~~recording ~~calculation~~of ~~includes~~interest ~~$8,000,000~~expense ofon ~~deferred~~the ~~underwriting~~Working ~~commissions~~Capital ~~assuming~~Note in the ~~over-allotment~~amount ~~option~~of is$125,000 ~~not~~for ~~exercised~~the three months ended March 31, 2026.

(4~~) The~~.Adjustments ~~“as~~to ~~adjusted”~~Unaudited ~~calculation~~Pro ~~equals~~Forma ~~the~~Condensed ~~“as~~Combined ~~adjusted”~~Statements ~~total~~of ~~assets,~~Operations ~~less~~for the ~~“as~~year ~~adjusted”~~ended ~~total~~December ~~liabilities~~31, less the “as adjusted” shareholder deficit. The amount represents net proceeds allocated to the public ordinary shares less the allocated transaction costs related to this offering. The ordinary shares that may be redeemed in connection with our initial business combination (approximately $10.00 per share).2025

~~(5) Exclude~~The ~~20,000,000~~Transaction ~~Class A~~Accounting ~~ordinary~~Adjustments ~~shares~~included ~~purchased~~ in the ~~public~~unaudited ~~market~~pro ~~which~~forma ~~are~~condensed ~~subject~~combined tostatements ~~redemption~~of inoperations ~~connection~~are ~~with our initial business combination. The “~~as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the carrying value of ordinary shares that may be redeemed in connection with our initial business combination.follows:

If(A)Derived ~~no business combination is completed within 24 months~~ from the ~~closing~~audited ofstatement this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes as well as expenses relating to the administration of ~~the~~operations ~~trust account (less up to $100,000~~ of ~~interest~~A ~~released~~Paradise tofor ~~us to pay dissolution expenses), will be used to fund~~ the ~~redemption~~year ofended ~~our~~December ~~public shares. Our sponsor~~31, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such time period2025.

(B)Derived from the audited consolidated statement of operations of Enhanced for the year ended December 31, 2025.

(xii)Reflects the elimination of interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(xiii)Reflects the recording of interest expense on the Working Capital Note in the amount of $500,000 for the year ended December 31, 2025.

5.Net loss per share

Represents the net loss per share calculated using the historical weighted-average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2025. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted-average shares outstanding for basic and diluted net income/(loss) per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

The unaudited pro forma combined per share information has been presented as follows:


	Three months ended March 31, 2026
Numerator
Pro forma net loss	$	(16,923,020)

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RISKS


	Three months ended March 31, 2026
Denominator:
Weighted average shares outstanding - basic and diluted	122,230,453

Basic and diluted net loss per share	$	(0.14)

WeFor ~~are~~the athree ~~recently~~months ~~incorporated~~ended ~~company~~March ~~that has conducted no operations and has generated no revenues. Until we complete our initial business combination~~31, ~~we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities~~2026, ~~you should take into account not only the background of our management team~~14, ~~but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly~~000,038 ~~you~~shares ~~will~~have ~~not~~been beexcluded entitled to protections normally afforded to investors in Rule 419 blank check offerings. Please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419” for additional information concerning how Rule 419 blank check offerings differ from ~~this offering. You should carefully consider these and~~ the ~~other~~scenario ~~risks~~above ~~set~~because ~~forth~~they inwould ~~the~~be ~~section~~considered ~~entitled “Risk Factors” in this prospectus~~anti-dilutive.

Summary of Risk Factors


	Year ended December 31, 2025
Numerator
Proforma net loss	$	(40,816,521)

Denominator:
Weighted average shares outstanding - basic and diluted	122,230,453

Basic and diluted net loss per share	$	(0.33)

AnFor ~~investment in our securities involves a high degree of risk. The occurrence of one or more of~~ the ~~events~~year orended ~~circumstances~~December ~~described in the section titled “Risk Factors~~31,” ~~alone or in combination with other events or circumstances~~2025, ~~may materially adversely affect our business~~14, ~~financial condition and operating results. In that event~~000,038 ~~the~~shares ~~trading~~have ~~price~~been ofexcluded ~~our~~from ~~securities~~each ~~could~~scenario ~~decline,~~above ~~and~~because ~~you~~they ~~could~~would ~~lose~~be ~~all~~considered ~~or part of your investment~~anti-dilutive. ~~Such risks include, but are not limited to:~~

• We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

• Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, (i) holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination and (ii) if the non-voting sponsor investors purchase the full amount of the units for which they have expressed an interest and vote in favor of an initial business combination, we may not need any public shares sold to other investors in this offering to be voted in favor of the initial business combination.

• Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.

• Our sponsor will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

• If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

• The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

• The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

• The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

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• If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public rights.BUSINESS

~~• You~~Unless ~~will~~otherwise ~~not~~indicated ~~have~~or ~~any~~the ~~rights~~context orotherwise ~~interests~~requires, inreferences ~~funds~~to ~~from~~ the ~~trust~~“Company,” ~~account~~“Enhanced Group”, ~~except~~“we,” ~~under~~“us,” ~~certain~~or ~~limited~~“our” ~~circumstances.~~and ~~Therefore,~~similar toother ~~liquidate~~terms ~~your~~refer ~~investment,~~to ~~you~~Enhanced ~~may~~before bethe ~~forced~~Business toCombination ~~sell~~and ~~your~~Enhanced ~~public~~Group ~~shares~~and orits ~~public~~consolidated ~~rights,~~subsidiaries ~~potentially~~after atthe aBusiness ~~loss~~Combination.

~~• Nasdaq~~Mission ~~may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.~~Statement

• The ~~nominal~~Company ~~purchase~~seeks ~~price~~to ~~paid~~disrupt the global sports and entertainment industry by ~~our~~introducing ~~sponsor~~a ~~for~~new ~~the~~model ~~founder~~of ~~shares~~athletic ~~may~~competition ~~result~~grounded in ~~significant~~scientific ~~dilution~~advancement, toperformance ~~the~~innovation, ~~implied~~and ~~value~~athlete ofautonomy. ~~your~~Its ~~public~~mission ~~shares~~is ~~upon~~to ~~the~~empower ~~consummation~~all ofindividuals ~~our~~to ~~initial~~live ~~business~~Enhanced ~~combination,~~lives. ~~and~~It ~~our~~aims ~~sponsor~~to ispursue ~~likely~~this tomission ~~make~~by developing a ~~substantial~~sports ~~profit~~and onmedia ~~its~~platform, ~~investment~~tailor-made infor usmodern-day inconsumption that empowers athletes to compete at the ~~event~~highest welevels ~~consummate~~using anscientifically ~~initial~~validated ~~business~~methods ~~combination~~of performance enhancement, ~~even~~implemented iftransparently ~~the~~and ~~business~~ethically, ~~combination~~while ~~causes~~also ~~the~~providing ~~trading~~access ~~price~~to ofproducts ~~our~~and ~~ordinary~~services ~~shares~~that tosupport ~~materially~~an ~~decline~~Enhanced lifestyle.

~~• The~~Beyond ~~value~~competition, of the ~~founder~~Company ~~shares~~seeks ~~following~~to ~~completion~~extend its philosophy of ~~our~~human ~~initial~~optimization ~~business~~to ~~combination~~a iswider ~~likely~~audience toby bepromoting ~~substantially~~education, ~~higher~~awareness, ~~than~~and ~~the~~access ~~nominal~~to ~~price~~evidence-based ~~paid~~approaches for ~~them~~improving health, ~~even~~longevity, ifand overall well-being. Through strategic partnerships with medical institutions and leveraging proprietary science and data, the ~~trading~~Company ~~price~~strives ofto ~~our~~enable ~~ordinary~~people ateverywhere ~~such~~to ~~time~~realize istheir ~~substantially~~full ~~less~~potential ~~than~~in ~~$10.00~~sport, ~~per~~work, ~~share~~and everyday life.

~~• You~~In ~~will~~pursuing ~~not~~this bemission, ~~entitled~~the Company seeks to ~~protections~~generate ~~normally~~long-term ~~afforded~~value tofor ~~investors~~athletes, audiences, and shareholders by positioning itself at the intersection of ~~many~~sport, ~~other~~science, ~~blank~~and ~~check~~human ~~companies~~optimization.

~~• If~~Business we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.Overview

• The ~~PRC~~Company ~~government~~is ~~may~~a ~~intervene~~growth-stage orcompany ~~influence~~operating ~~our~~within ~~operations~~the atsports ~~any~~entertainment, ~~time~~performance ortechnology, ~~may~~and ~~exert~~lifestyle ~~more~~wellness ~~control~~markets. ~~over~~The ~~offerings~~Company ~~conducted~~operates ~~overseas~~under ~~and~~the ~~foreign~~“Enhanced” ~~investment~~brand inand ~~China~~has ~~based~~introduced ~~issuers,~~and ~~which~~is ~~could~~developing ~~result~~a inportfolio aof ~~material~~products ~~change~~and inexperiences ~~the~~that ~~business~~integrate ~~operations~~athletic ~~and/or~~competition, ~~the~~scientific ~~value~~advancement, ofand ~~our~~consumer ~~securities~~engagement. ~~Additionally,~~The ~~the~~Company ~~governmental~~competes ~~and~~in ~~regulatory~~categories ~~interference~~with ~~could~~established ~~significantly~~market ~~limit~~leaders orincluding ~~completely~~live ~~hinder~~sports ~~our~~events, ~~ability~~digital tomedia, ~~offer~~performance-related ordata, ~~continue~~and tohealth ~~offer~~and ~~securities~~longevity tooriented ~~investors~~consumer ~~and~~products ~~cause~~through ~~the~~a ~~value~~differentiated ofmodel ~~such~~centered ~~securities~~on tomeasurable ~~significantly~~human ~~decline~~performance orand ~~become worthless~~innovation.

~~• Changes~~The Company is currently engaged in ~~the~~organizing ~~policies,~~live ~~regulations~~sporting events, ~~rules~~producing and distributing related content, marketing lifestyle and ~~the~~health ~~enforcement~~optimization ofservices ~~laws~~to ofcustomers, and operating the ~~PRC~~Live ~~government~~Enhanced platform, through which customers may beaccess ~~quick~~OTC ~~with~~supplement ~~little~~blends, ~~advance~~clinician-guided ~~notice~~prescription-based hormone therapy and ~~could~~other ~~have~~longevity-related aprotocols ~~significant~~provided ~~impact~~by ~~upon~~third-party ~~our~~telehealth ~~ability~~service providers. The Company’s broader objective is to ~~operate~~leverage advancements in biotechnology, data science, and training methodology to promote accessible, evidence-based approaches to human optimization. The Company seeks to build a scalable platform that generates recurring revenue across multiple verticals while positioning itself as a long-term participant in the ~~PRC~~converging markets of sports, science, and lifestyle enhancement.

~~• Given~~The ~~the Chinese government~~Company’s ~~significant~~marquee ~~oversight~~event, ~~and~~the ~~discretion~~Enhanced ~~over~~Games, ~~the~~is ~~search~~intended ~~for~~to aallow ~~target~~the ~~company~~world’s best athletes, ~~the~~both ~~CSRC~~Enhanced and ~~other~~Non-Enhanced, ~~PRC~~to ~~government~~pursue ~~agencies~~their ~~may~~full ~~exert~~human ~~more~~potential ~~oversight~~and become faster and ~~control~~stronger ~~over~~than ~~offerings~~ever. ~~that~~This ~~are~~pursuit is conducted ~~overseas~~in a medically-supervised and ~~foreign~~real-world ~~investment~~environment inof ~~China~~elite-~~based~~sport ~~issuers.~~in Ifwhich wecomprehensive ~~seek~~health toand ~~enter~~safety ~~into~~protocols aare ~~business~~implemented. ~~combination~~These ~~with~~protocols ainclude, ~~PRC~~among ~~target~~other ~~company,~~measures ~~additional~~relating ~~compliance~~to ~~procedures~~the ~~may~~usage beof ~~required~~enhancement insubstances ~~connection~~and ~~with~~related ~~future~~clinical ~~offerings~~trials, ofa ~~our~~Clinical ~~securities~~Research ~~and~~Study, ~~our~~pre-event ~~business~~medical ~~combination~~screening, ~~process~~eligibility criteria, ~~and~~discontinuation criteria, ifstudy-stopping ~~required~~rules, weancillary ~~cannot~~medication ~~predict~~sequence, ~~whether~~and welong-term ~~will~~follow-up. beThe ~~able~~Enhanced toGames ~~obtain~~are ~~such~~also ~~approval.~~expected Asto serve as a ~~result,~~benchmark weto ~~face~~emphasize ~~uncertainty~~the ~~about~~health ~~future~~benefits ~~actions~~of byenhancement products, borne out through the ~~PRC~~rigorous ~~government~~monitoring ~~that~~of ~~could~~its ~~significantly~~athletes ~~affect~~under ~~our~~Enhanced ~~ability~~protocols toand ~~offer~~their orrelated ~~continue~~achievements toas ~~offer~~Enhanced ~~securities~~athletes. toThe ~~investors~~data and ~~cause~~learnings from the ~~value~~use of ~~our~~Enhanced ~~securities~~protocols by athletes are expected to ~~significantly~~inform ~~decline~~the orpersonalized supplements and treatment protocols to be ~~worthless~~made available to the public via the Live Enhanced offering.

~~• If~~The weCompany’s ~~become~~principal ~~directly~~executive ~~subject~~offices toare ~~the~~located ~~recent~~at ~~scrutiny,~~169 ~~criticism~~Madison ~~and~~Avenue, ~~negative~~Suite ~~publicity~~15101, ~~involving~~New ~~US-listed Chinese companies~~York, weNY ~~may have to expend significant resources to investigate and resolve the matter which could harm our business operations~~10016, ~~this~~United ~~offering~~States ~~and our reputation and could result in a loss~~ of ~~your investment in our ordinary shares, especially if such matter cannot be addressed and resolved favorably~~America.

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~~• Trading~~The inCompany’s ~~our~~internet ~~securities~~address ~~may~~is behttps://www.enhanced.com. ~~prohibited~~Please ~~under~~note that the ~~HFCAA~~Company’s ifinternet ~~the~~address ~~PCAOB~~is ~~determines~~included ~~that~~in itthis ~~cannot~~prospectus ~~inspect~~as oran ~~fully~~inactive ~~investigate~~textual ~~our~~reference ~~auditor~~only. InThe ~~that~~information ~~case,~~contained ~~Nasdaq~~on ~~would~~the ~~delist~~Company’s ~~our~~website ~~securities.~~is ~~The~~not ~~delisting~~incorporated ofby ~~our~~reference ~~securities,~~into orthis ~~the~~prospectus ~~threat~~or ofany ~~their~~future ~~being~~documents ~~delisted,~~that may ~~materially~~be filed with the SEC and ~~adversely~~should ~~affect~~not ~~the~~be ~~value~~considered part of ~~your~~this ~~investment~~prospectus. ~~Additionally~~Following Closing, the ~~inability~~Company will make available on this website, free of ~~the~~charge, ~~PCAOB~~its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to ~~conduct~~those ~~inspections~~reports ~~may~~as ~~deprive~~soon ~~our~~as ~~investors~~reasonably ~~with~~practicable ~~the~~after ~~benefits~~it ofelectronically files or furnishes such ~~inspections~~materials with or to the SEC.

~~• Changes~~Industry ~~in China’s economic, political or social conditions or government policies could have a material adverse effect on us~~ and~~/or~~ aMarket ~~PRC target company’s business and results of operations we may pursue as an acquisition target in the future.~~Opportunity

• Enhanced Games. The ~~other~~Company ~~risks~~has designed and ~~uncertainties~~intends ~~discussed~~to inproduce ~~“Risk~~the ~~Factors”~~Enhanced Games, a multisport event optimized for record‑setting performances and ~~elsewhere~~social invirality, coupled with a documentary or episodic slate that provides athlete narratives around the Games. Early distribution would be via free access, social media and streaming (with an intent to prioritize audience reach). Over time, the Company intends to centralize the fan experience on a principal media distribution platform that integrates all its digital content. Through this ~~prospectus~~strategy, the Company seeks to increase public awareness of how scientifically validated methods of performance improvement can drive not only elite achievement but also improvements in everyday health, capability, and quality of life.

Live Enhanced. The Company has launched its Live Enhanced platform and is now offering access to OTC supplement blends, clinician-guided prescription-based hormone therapies including peptides and longevity protocols through third-party telehealth service providers, addressing the growing demand for clinician‑guided care delivered through virtual clinician-guided coaching and for high-quality personalized supplements. The Company is expanding its product roadmap from its current suite of prescription hormone therapy and longevity protocols (Stronger+, Longer+, and Aligned+) toward deeper personalization, including personalized supplement products, expanded hormone therapy pathways, integration of genetic profiling and wearable data, with the long-term goal of ultimately creating an AI-driven platform capable of generating bespoke protocols at scale. The Company recognizes that health is a spectrum and intends to become the leading consumer wellness and lifestyle company focusing on enabling consumers to live an Enhanced life.

Competitive Strengths

•Differentiated Proposition. Clinician‑supervised enhancement within a controlled, safety‑first framework can showcase the potential of scientifically validated enhancement to achieve measurable, world-record-level results that can be engaged with across social media. This demonstration effect, linking elite athletic achievement to the broader consumer pursuit of improved performance, health, and well-being, creates a clear bridge between the sports, science, and lifestyle markets in which the Company focuses its Enhanced Games and its Live Enhanced offerings.

•Asset‑Light, Modular Delivery. The Company operates with an asset-light, partnership-driven structure that supports rapid scaling across events and consumer offerings. The Company’s portable pool, track, and weightlifting infrastructure can be assembled in four to five weeks and reused across host sites, reducing capital needs. The same modular approach applies to the Live Enhanced platform, where third-party vendors and partners manage back-end clinical, data and delivery services (including telehealth appointments and consultation, and product compounding, packaging and delivery), and to anticipated future categories such as apparel, where third parties handle production and delivery while the Company focuses on brand, design, and consumer engagement.

•World‑Class Partners. The Company has relationships with leading industry partners including RWLV (venue and permitting), California Commercial Pools providing Myrtha-designed pools (FINA-compliant 50m pool), Mondo (150m Mondotrack WS), Lionsgate (content creation and distribution) and Van Wagner (live production) that demonstrate the credibility and professional standards supporting the Company’s inaugural Enhanced Games and anticipated future operations.

•Athlete Model and Incentives. The Company engages athletes under year-round agreements, providing appearance fees, significant prize opportunities and world-record bonuses. In addition to compensation, the Company supports its athletes in the Enhanced Performance Team with access to training and recovery

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~~RISK~~facilities, ~~FACTORS~~coaching, nutrition, and related performance resources, enabling them to focus exclusively on their sport. The program is open to both Non-Enhanced and Enhanced athletes and is designed to offer compensation and support materially greater than what is otherwise available.

An•Brand‑First ~~investment in our securities involves a high degree of risk~~Funnel. ~~You~~Initially, ~~should~~the ~~consider~~Enhanced ~~carefully~~Games ~~all~~enable ofan ~~the~~engaged ~~risks~~content ~~described~~engine ~~below,~~and ~~together~~premium ~~with~~documentary ~~the~~packaging ~~other~~designed ~~information~~to ~~contained~~compress incustomer ~~this~~acquisition ~~prospectus,~~costs ~~before~~and ~~making~~expand areach ~~decision~~ to ~~invest~~jumpstart ~~in our units. If any of~~ the ~~following~~Live ~~events~~Enhanced ~~occur,~~vertical. ~~our~~Over ~~business~~time, ~~financial~~the ~~condition~~Company ~~and~~intends ~~operating~~to ~~results~~hold ~~may~~additional beevents ~~materially~~to ~~adversely~~continue ~~affected.~~to Inbuild ~~that event~~awareness, ~~the~~support ~~trading~~athletic ~~price~~achievements ~~of our securities could decline,~~ and ~~you~~expand ~~could~~human ~~lose~~potential ~~all~~beyond orthe ~~part of your investment~~ordinary.

~~Risks~~•Innovative ~~Relating~~Clinical toResearch ~~our~~with ~~Search~~Potential for Broader Societal Impact. In February 2026, the Company commenced the Clinical Research Study, which was approved by an IRB operating under the regulatory authority of the Department of Health – Abu Dhabi. The Clinical Research Study is designed to assess the safety and ~~Consummation~~tolerability of orcertain ~~Inability~~Performance-Enhancing Substances when administered to ~~Consummate,~~athletes under individualized medical supervision over a ~~Business~~treatment ~~Combination~~period of up to 25 weeks. In addition, the Clinical Research Study is intended to evaluate changes in physiological and performance-related parameters through structured baseline and follow-up assessments. The Clinical Research Study is expected to generate the first structured, real-world dataset on certain approved medical compounds used in high-performance environments, and advance understanding of safety, tolerability, biomarkers, and performance-related measures. Beyond elite sport, this research is intended to inform broader scientific understanding relevant to injury prevention, metabolic health, resilience, and healthy aging.

~~Our~~•Clinical ~~public~~and ~~shareholders~~Medical ~~may~~Enhancement ~~not~~Framework. beWe ~~afforded~~believe anthat ~~opportunity~~the tolongitudinal ~~vote~~biomarker, onperformance, ~~our~~and ~~proposed~~outcomes ~~initial~~data ~~business~~generated ~~combination,~~through the Clinical Research Study and ~~(i) even~~the ifCompany’s weongoing ~~hold~~athlete monitoring program are more comprehensive than those typically seen across major sporting organizations and are expected to constitute a ~~vote,~~proprietary ~~holders~~dataset

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