Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On September 28, 2026, Enhanced Holdings LP (the “Consenting Shareholder”), acting through its nominee and the record holder of the shares, Apeiron Investment Group Limited, the controlling shareholder of Enhanced Group Inc.…
Filed Oct 1, 2026Accepted Oct 1, 2026, 4:25 PM EDTCIK 1956439Accession 0001628280-26-064274
A Paradise Acquisition Corp. is a blank check company sponsored by A SPAC IV (Holdings) Corp., a British Virgin Islands company, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07
Submission of Matters to a Vote of Security Holders.
On September 28, 2026, Enhanced Holdings LP (the “Consenting Shareholder”), acting through its nominee and the record holder of the shares, Apeiron Investment Group Limited, the controlling shareholder of Enhanced Group Inc. (the “Company”), as the holder of a majority of the voting power of the issued and outstanding common stock of the Company entitled to vote thereon, executed and delivered to the Company a written consent in lieu of a meeting of shareholders (the “Written Consent”).
Pursuant to the Written Consent, the Consenting Shareholder approved an amendment (the “Amendment”) to the Company’s certificate of formation, as amended from time to time (the “Charter”), to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”). The Reverse Stock Split will apply to the Class A Common Stock and the Class B Common Stock at the same one-for-ten ratio. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share.
On September 25, 2026 (the “Record Date”), the Company’s board of directors (the “Board”) approved, and recommended that the shareholders of the Company entitled to vote thereon approve, via written consent, the Amendment to the Charter regarding the Reverse Stock Split. Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. As of the close of business on the Record Date, 136,816,367 shares of Class A Common Stock and 258,837,933 shares of Class B Common Stock were issued and outstanding, of which the Consenting Shareholder owned 43,343,818 shares of Class A Common Stock and 258,837,933 shares of Class B Common Stock, representing 2,631,723,148 votes, or approximately 96.6% of the voting power of the Company’s issued and outstanding Common Stock, on a combined basis. The Consenting Shareholder delivered the Written Consent approving the Amendment with respect to all of such shares. Because the Amendment was approved by written consent in lieu of a meeting of shareholders, no other holder of Common Stock was solicited or voted, and the Amendment received 2,631,723,148 votes in favor, with no votes against and no abstentions. Accordingly, the Written Consent was sufficient to approve the Amendment and the Reverse Stock Split without any further shareholder vote or other action.
The Reverse Stock Split will be effected, if at all, at such time and date as determined by the Board, but in no event earlier than the twentieth (20th) day after the information statement relating to the Reverse Stock Split is provided to the Company’s shareholders of record. The Board may abandon the Amendment at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Texas without further action by the Company’s shareholders.
The Company will provide notice of the action to its shareholders in accordance with Section 6.202(d) of the Texas Business Organizations Code through the information statement on Schedule 14C, which will be distributed in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended.