Enhanced Group Inc.

Current report

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Report before making an investment decision. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations.

Current report

Risks Related to the Company’s Financial and Capital Needs

Current report

The Company 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. This could hamper the Company’s growth and adversely affect its business.

Current report

The Company’s business plan is to organize sporting events and related media content, offer attractive athlete compensation and provide state-of-the-art medical profiling for competing athletes, as well as to provide telehealth operations, merchandising and other direct-to-customer products. The planning, organization and broadcasting of the Company’s sporting events is expected to require significant capital investment. In addition, the Company’s direct-to-consumer activities, depending on their scale, may also require capital investment. There can be no assurance that the Company will have access to the capital it needs when required, either on favorable terms or at all. If the Company cannot raise required capital when necessary, notwithstanding the expected completion of the Tranche 3 Closing, which is expected to close shortly, 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 result of redemptions by A Paradise shareholders in connection with the Business Combination, the Company may require additional funding in order to fund critical aspects of its operations; failure to obtain such funding could have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, the exercise of the PIPE Warrants, including any exercise of the PIPE Warrants following any anti-dilution adjustment, will also dilute the ownership interest of shareholders as a result of the downward adjustment to the then in effect exercise price and the related adjustment to increase the number of PIPE Warrant Shares then exercisable. For more information, see “—Risks Related to the Company’s Financial and Capital Needs-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”.

Current report

Our current cash and cash equivalents are insufficient to fund our operations and there is substantial doubt about our ability to continue as a going concern.

Current report

We have incurred substantial losses from operations since inception and expect to continue to incur operating losses for the foreseeable future as we seek to launch additional Enhanced Games and other live events (including the Enhanced Breakers event series), continue to develop and commercialize the Live Enhanced platform and fund our public company costs. As of June 30, 2026, the Company had $19.6 million in cash and cash equivalents. Based on our current cash and cash equivalents and expected operating cash requirements, management has concluded that there is substantial doubt about our ability to continue as a going concern for one year after the date the condensed consolidated financial statements included in this Report were issued. As an early-stage company with a limited operating history and a novel business model, our ability to accurately forecast our future revenues, expenses and operating cash requirements is inherently limited, which contributes to this uncertainty. We concluded that these conditions raise substantial doubt about the Company's ability to continue as a going concern within one year of the issuance of the Company’s condensed consolidated financial statements included herein.

Current report

Our condensed consolidated financial statements as of and for the three and six months ended June 30, 2026, included in this Report 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 expect the Tranche 3 Closing to close shortly, however, we may not be able to obtain the additional financing we will require beyond the resulting proceeds, 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.

Current report

The Tranche 3 Closing is expected to occur shortly; however, the Company will require additional capital beyond the resulting proceeds to fund its operations.

Current report

Pursuant to the terms of the Purchase Agreement, the Tranche 3 Closing is required to close as soon as reasonably practicable after the effectiveness of the Stockholder Consent following the distribution of the Information Statement. The Company filed the Information Statement on July 17, 2026 and, therefore, the Stockholder Consent became effective on or about August 6, 2026, which triggered the Tranche 3 Closing, which is expected to close shortly and is expected to generate gross proceeds of approximately $13.3 million. The Company will require additional capital beyond the Private Placement proceeds to fund its operations, and if the Company is unable to raise such capital when needed, its financial position may be materially and adversely affected.

Current report

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.

Current report

On July 8, 2026, the Company filed a registration statement with the SEC on Form S-8 providing for the registration of shares of Class A common stock issued or reserved for issuance under its compensation plans. Subject to the satisfaction of vesting conditions and the expiration of any applicable lock-up agreements, such securities registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

Current report

Former Enhanced shareholders and the Sponsor are subject to staged lock-up releases, which permit the sale of additional Class A common stock into the public market at various times. In addition, this registration statement covers not only shares of Class A common stock currently outstanding, but also shares of Class A common stock issuable upon exercise of the PIPE Warrants. The issuance and resale of such shares, or the perception that such issuances and resales may occur, could increase the number of shares of Class A common stock eligible for sale into the public market and adversely affect the market price of Class A common stock.

Current report

Further, the Company is not restricted from issuing additional Enhanced Group Class A common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, Class A common stock. As a result, from time to time, the Company may consider raising capital through the sale of securities. The Company could issue additional Enhanced Group common stock or offer debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity or preferred shares. The issuance of additional Enhanced Group common stock or the issuance of convertible securities could dilute the ownership interest of existing shareholders. Debt securities convertible into equity could also be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit the Company’s ability to pay dividends to the holders of Enhanced Group common stock. Similarly, any debt incurred may include covenants that could restrict the operations of the Company, and therefore affect its business, results of operations and value of its common stock. In addition, in connection with the Private Placement, the Company agreed to issue an aggregate of 12,853,468 PIPE Warrants to purchase up to 12,853,468 PIPE Warrant Shares and which PIPE Warrants have an anti-dilution adjustment provision that could result in the issuance of additional shares of Class A common stock.

Current report

The market price of the Class A common stock could decline as a result of such an offering and from other sales, or the perception of sales, of a large block of Class A common stock or similar securities in the market after an offering. The decision to issue securities in any future offering will depend on market conditions and other factors beyond the Company’s control, which may adversely affect the amount, timing or nature of future offerings. As a result, holders of the Class A common stock bear the risk that the Company’s future offerings may reduce the market price of the Class A common stock and dilute their percentage ownership.

Current report

The fixed prices under the Sponsor Equity Agreement may differ materially from the market value of the Sponsor’s shares at the time of exercise, which could result in value transfers and adversely affect the market perception of the Company’s securities.

Current report

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. 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.

Current report

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.

Current report

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.

Current report

The Company cannot specify with certainty the particular uses of the net proceeds it received from the Business Combination, the Private Placement and cash proceeds, if any, from exercise of the PIPE Warrants. 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.

Current report

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.

Current report

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 only conducted the inaugural 2026 Enhanced Games, 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 execute its business model, its business, financial condition and results of operations could be materially adversely affected.

Current report

The Company’s sporting events and media content, and its Live Enhanced platform, may never achieve commercial success due to factors such as limited market adoption, competition or unforeseen challenges in scaling operations. The Company’s actual results may also be adversely affected by risks relating to its business, industry performance, regulatory environment, general economic conditions and the other factors described in this Report.

Current report

In addition, expectations for the Company’s future performance are based on assumptions that are subject to change. There can be no assurance that the Company’s future financial condition or operating results will align with its expectations, or with those of investors and securities analysts. If the Company’s actual results differ significantly from its expectations, it may need to make strategic adjustments that could adversely impact its financial condition and operational results.

Current report

The unaudited pro forma condensed combined financial information included in the Proxy Statement/Prospectus may not be indicative of what Enhanced Group’s actual financial position or results of operations would have been.

Current report

The unaudited pro forma condensed combined financial information included in the Proxy Statement/Prospectus has been derived from the historical financial statements of Enhanced Ltd. and A Paradise and has been adjusted to give effect to the Business Combination and related transactions. The pro forma information is presented for informational purposes only and is based on assumptions and adjustments that Enhanced Ltd. and A Paradise believe are reasonable. However, the pro forma information does not reflect future events, including nonrecurring charges or the impact of market conditions on revenue or expense, and such assumptions may not prove to be accurate. Accordingly, the unaudited pro forma condensed combined financial information may not be indicative of what Enhanced Group’s actual financial position or results of operations would have been had the transactions been completed as of the dates indicated, and should not be relied upon as an indication of Enhanced Group’s future results or financial position.

Current report

The Company does not expect to pay cash dividends for the foreseeable future.

Current report

The Company currently expects to retain all available funds and future earnings, if any, for use in the operation and growth of its business and does not anticipate paying cash dividends for the foreseeable future. Any future determination to pay dividends will be at the discretion of its board of directors, subject to compliance with applicable law and any contractual provisions, including under any agreements for indebtedness the Company may incur, that restrict or limit its ability to pay dividends, and will depend upon, among other factors, results of operations, financial condition, earnings and capital requirements that its Board deems relevant. Accordingly, realization of a gain on an investment by a shareholder in the Company will depend on the appreciation of the price of the Class A common stock, which may never occur. The Company’s inability or decision not to pay dividends could also adversely affect the market price of the Class A common stock.

Current report

The Company’s board of directors 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.

Current report

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’sboard of directors 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.

Current report

The Company’s board of directors and management intend to continue enhancing the Company’s corporate governance framework, including by considering the addition of directors with public company experience. However, there can be no assurance that the Company will be able to identify and recruit suitable candidates within the desired timeframe. Further, the integration of new directors and the alignment of their expertise with the Company’s strategic objectives may take time. During this transition period, the Company’s directors and management may be required to devote substantial time and attention to developing and implementing these new governance and compliance processes, which could divert resources from other business activities.

Current report

The Company has identified material weaknesses in its internal control over financial reporting. If remediation of these material weaknesses is not effective, if the Company experiences additional material weaknesses, or if the Company otherwise fails to maintain an effective system of internal controls in the future, it may not be able to accurately report its financial condition or results of operations.

Current report

In connection with the preparation of the audits of the Company’s financial statements as of December 31, 2025 and 2024, the Company and its auditors identified material weaknesses as defined under the Exchange Act, and by the PCAOB in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s financial statements will not be prevented or detected on a timely basis. The material weaknesses identified for the Company were insufficient controls over (i) entity-level controls and financial close process affecting the control environment, control activities, information and communication and monitoring components (ii) third party valuation reports (iii) user-access information technology general controls. The Company is working to remediate these material weaknesses and is taking steps to strengthen its internal control over financial reporting. The Company plans to hire qualified staff as well as develop and implement formal policies, processes and documentation procedures relating to our financial reporting, including the oversight of 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 future, it identifies further material weaknesses in internal controls over financial reporting, the Company may not detect errors on a timely basis, and financial statements may be materially misstated. See Part I, Item 4. “Controls and Procedures” elsewhere in this Report. The Company may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting, which could harm its operating results, cause investors to lose confidence in reported financial information and cause the trading price of the Class A common stock to fall. In addition, as a public company, the Company is required to file accurate and timely quarterly and annual reports with the SEC under the Exchange Act. Any failure to report its financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of shares from NYSE or other adverse consequences that could materially harm its business. In addition, the Company could become subject to investigations by NYSE, the SEC, and other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm the Company’s reputation and financial condition, or divert financial and management resources from its core business.

Current report

Neither the Company’s management nor an independent registered public accounting firm has performed an evaluation of the Company’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, because no such evaluation has been required. Had the Company or its independent registered public accounting firm performed an evaluation of the Company’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified.

Current report

The Company incurs increased costs and is subject to additional regulations and requirements as a public company.

Current report

The Company has incurred and will continue to 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.

Current report

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 predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. While the Company cannot predict or estimate the amount or timing, it is likely that the costs would be disproportionately burdensome given the new and untested nature of its business.

Current report

These laws and regulations could also make it more difficult or costly for the Company to obtain certain types of insurance, including director and officer liability insurance, and it may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. It may also be more difficult for the Company to attract and retain qualified persons to serve on its board of directors or committees of its board of directors or as executive officers. If the Company fails to satisfy its obligations as a public company, it could be subject to fines, sanctions, delisting of its common stock, other regulatory action and potentially civil litigation.

Current report

The Company may face challenges in identifying material information and communicating such information to investors. These challenges are heightened by the novelty of the Company’s business and the lack of closely comparable benchmarks.

Current report

The Company is subject to the SEC’s reporting requirements for public companies, including extensive securities laws and stock-exchange requirements governing periodic and current reporting, fair disclosure, use of non-GAAP measures and key performance indicators (“KPIs”), and internal controls. The Company’s business model, as described in this Report has few directly comparable public peers and limited established disclosure conventions. This lack of comparable peers may increase the difficulty of assessing materiality, selecting decision-useful KPIs to disclose to the market, and determining the appropriate level of detail and context for narrative financial disclosure in the Company’s quarterly and annual reports, earnings materials, guidance, and other investor communications.

Current report

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.

Previous report

As smaller reporting company we are not required to make disclosures under this Item.