Enhanced Group Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding future events and the future results of Enhanced Group Inc. and its subsidiaries (collectively, “Enhanced Group” or the “Company” and “we,” “us,” and “our”). 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 Report, 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.

These statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties, and other factors may include, for example, 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 (as defined under “Risk Factors” in Part II, Item 1A. of this Report) differing materially from market value at exercise;

•management’s broad discretion over the use of proceeds from the Business Combination and the Private Placement (as those terms are defined under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2. of this Report);

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

•Enhanced Group’s Board of Directors’ 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 future 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 under contract with Enhanced Group who, either in training or in competition, take Performance-Enhancing Substances which are included in the World Anti-Doping Agency ‘List of prohibited Substances and Methods’ (“Enhanced Athletes”) and acceptance of performance enhancement substances. We define “Performance-Enhancing Substance” as any pharmacologically, biologically, metabolically, or otherwise physiologically active ingredient or compound, considered in isolation and without regard to any specific formulation, manufacturing process, dosage form, or route of administration, that is intended or reasonably expected to alter, modulate, or influence human physiological function, performance capacity, recovery processes, or biological adaptation 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 physiological function; and (b) synthetic or biosynthetic compounds designed to mimic, amplify, or modify the biological effects of endogenous substances or physiological mechanisms;

•the development and monetization of the Live Enhanced platform;

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

•Enhanced Group’s ability to respond to general economic conditions, particularly reduced public interest 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;

•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 New York Stock Exchange (“NYSE”) rules and its ability to rely on exemptions from certain corporate governance requirements;

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

•the risks and uncertainties associated with Enhanced Group’s having become 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 A SPAC IV (Holdings) Corp., a BVI business company (the “Sponsor”);

•the risk that registering shares for resale and the exercise of registration rights under registration rights agreements 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;

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

•Enhanced Group’s ability to realize its 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;

•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;

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

•other factors detailed under the section entitled “Risk Factors,” in Part II, Item 1A. of this Report.

The forward-looking statements contained in this Report 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” in Part II, Item 1A. of this Report. 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 in Part II, Item 1A. of this Report and elsewhere in this Report may adversely affect us.

Website and Social Media Disclosure

The Company may use its website and/or social media outlets, such as LinkedIn, Instagram, TikTok, YouTube, Facebook and X, as distribution channels of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://investors.enhanced.com, its LinkedIn page at https://www.linkedin.com/company/enhanced-games/, its Instagram page at https://www.instagram.com/enhanced_games/, its TikTok page at https://www.tiktok.com/@enhanced_games, its Youtube page at https://www.youtube.com/@enhanced_games1, its Facebook page at https://www.facebook.com/enhancedgames1/, and its X page at https://x.com/enhanced_games. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section under the “Resources” section at https://investors.enhanced.com.

The contents of the Company’s website, including those referenced above and elsewhere in this report, are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document Enhanced Group has or in the future may file with, or furnish to, the SEC, and any references to the Company’s websites are intended to be inactive textual references only.

SUMMARY RISK FACTORS

Investing in our Class A common stock involves numerous risks, including the risks described in “Part II, Item 1A. Risk Factors” of this Report. Some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects include, but are not limited to:

Risks relating to financial and capital needs, 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.

• Enhanced Group expects the Tranche 3 Closing (as defined under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2. of this Report) to close shortly, but will require additional capital beyond the resulting proceeds to fund its operations.

Risks relating to operating as a public company, including:

• Enhanced Group’s Board of Directors 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.

• Injuries or adverse health outcomes at events or through the Live Enhanced platform could expose Enhanced Group to significant liability, regulatory scrutiny and reputational harm.

• Enhanced Group may face litigation and regulatory challenges from incumbent sports bodies, competitors and regulators that could delay or prevent events, force changes to its business model, or harm its financial condition and reputation.

• 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 Company’s clinical research study could materially adversely affect Enhanced Group’s business, financial condition and results of operations.

Risks relating to health, safety, and ethics of operations, including:

• Enhanced Group’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.

• Allowing athletes to use Performance-Enhancing Substances, even if U.S. Food and Drug Administration (“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 Investment Group Limited (“Apeiron”)’s existing supermajority ownership and rights under that certain separate agreement, dated November 26, 2025, between Apeiron and the Sponsor governing their equity arrangements in connection with the Business Combination (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.