Apeiron backs Enhanced Group (ENHA) with $3.89 share and warrant private deal

Rhea-AI Filing Summary

Apeiron Investment Group Ltd., Enhanced Holdings and Christian Angermayer report significant ownership in Enhanced Group Inc. and commit to new funding. They beneficially own 29,904,746 shares of Class A common stock, representing 24.4% of the class, with shared voting and dispositive power.

On June 14, 2026, Enhanced Group agreed in a private placement to issue Apeiron 5,141,388 Class A shares and warrants for 5,141,388 additional shares at a combined price of $3.89 per share and accompanying warrant. The deal will close in two tranches and is supported by a registration rights agreement requiring the company to register the resale of these securities within set SEC timing windows.

Insights

Equity ownership and capital markets analyst

Large shareholder discloses 24.4% stake plus a structured private placement at $3.89 with registration rights.

Apeiron Investment Group, Enhanced Holdings and Christian Angermayer report beneficial ownership of 29,904,746 Enhanced Group Class A shares, or 24.4% of the class, with shared voting and dispositive power. This positions them as a major stakeholder with meaningful influence potential.

They also agreed to a private placement for 5,141,388 new shares and Warrants for 5,141,388 shares at a combined price of $3.89 per share and accompanying Warrant, split into tranches of 3,020,565 and 2,120,823 shares and Warrants. A registration rights agreement requires a resale registration filing within 30 days of closing and targets effectiveness by the earlier of the 90th day after filing or the fifth business day after SEC clearance.

These terms outline both additional capital for the issuer and a clear path for potential future share resales once the registration statement is effective. Subsequent company filings around the closing dates and registration effectiveness will provide more detail on dilution and trading dynamics.

Key Figures

Beneficial ownership: 29,904,746 shares Ownership percentage: 24.4% Private placement shares: 5,141,388 shares +5 more

8 metrics

Beneficial ownership 29,904,746 shares Class A common stock beneficially owned by each reporting person

Ownership percentage 24.4% Percent of Class A common stock represented by beneficial ownership

Private placement shares 5,141,388 shares Class A shares to be issued to Apeiron in private placement

Warrants issued 5,141,388 warrants Warrants to purchase Class A shares issued to Apeiron

Purchase price $3.89 per share and warrant Combined price per Class A share and accompanying Warrant

First tranche size 3,020,565 shares Shares in first private placement tranche with accompanying Warrants

Second tranche size 2,120,823 shares Shares in second private placement tranche with accompanying Warrants

Registration filing deadline 30 days Deadline after closing to file resale registration statement

Key Terms

securities purchase agreement, Private Placement, Warrants, registration rights agreement, +2 more

6 terms

securities purchase agreement financial

"On June 14, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with Apeiron"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Private Placement financial

"the Issuer agreed to issue and sell to Apeiron in a private placement (the "Private Placement")"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Warrants financial

"and (B) warrants to purchase 5,141,388 shares of Class A Common Stock (the "Warrants")"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration rights agreement financial

"the Issuer also entered into a registration rights agreement with Apeiron (the "June 2026 Registration Rights Agreement")"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 29,904,746.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Stockholder Consent financial

"will close as soon as practicable after the effectiveness of the Stockholder Consent (as defined in the Purchase Agreement)"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Enhanced Group Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

29333R107

(CUSIP Number)

Sanad Abushala
Centris Business Gateway - Level 0/C, Triq is-Salib tal-Imriehel
Birkirkara, O1, CBD 3020
356 9960 9158

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 29333R107

1

Name of reporting person

Apeiron Investment Group Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,904,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,904,746.00

11

Aggregate amount beneficially owned by each reporting person

29,904,746.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 29333R107

1

Name of reporting person

Enhanced Holdings LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,904,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,904,746.00

11

Aggregate amount beneficially owned by each reporting person

29,904,746.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 29333R107

1

Name of reporting person

Enhanced Holdings GP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,904,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,904,746.00

11

Aggregate amount beneficially owned by each reporting person

29,904,746.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 29333R107

1

Name of reporting person

Christian Angermayer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,904,746.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,904,746.00

11

Aggregate amount beneficially owned by each reporting person

29,904,746.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Enhanced Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 169 Madison Ave, Suite 15101, New York, NEW YORK , 10016.
Item 1 Comment: This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on May 14, 2026 (as amended, the "Schedule 13D"), relating to the Class A Common Stock. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Purchase Agreement On June 14, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with Apeiron pursuant to which the Issuer agreed to issue and sell to Apeiron in a private placement (the "Private Placement") (A) 5,141,388 shares of Class A Common Stock and (B) warrants to purchase 5,141,388 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and Warrants will be issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant is $3.89. The Private Placement is expected to close in two tranches. The first tranche, which will consist of 3,020,565 shares of Class A Common Stock and accompanying Warrants, is expected to close on or about June 22, 2026. The second tranche, which will consist of 2,120,823 shares of Class A Common Stock and accompanying Warrants, will close as soon as practicable after the effectiveness of the Stockholder Consent (as defined in the Purchase Agreement). June 2026 Registration Rights Agreement On June 14, 2026, the Issuer also entered into a registration rights agreement with Apeiron (the "June 2026 Registration Rights Agreement"), pursuant to which the Issuer has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the "SEC"), covering the resale of the Class A Common Stock and the shares of Class A Common Stock underlying the Warrants no later than 30 days following the applicable closing date and to use commercially reasonable efforts to have the registration statement declared effective by the SEC at the earliest possible date but no later than the earlier of the 90th calendar day following the initial filing date of the registration statement, if the SEC notifies the Company that it will "review" the registration statement, and the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be "reviewed" or will not be subject to further review. The foregoing description of the Purchase Agreement, the Warrants and the June 2026 Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by the full text of the form of such agreements, which are attached as exhibits to this Schedule 13D and incorporated herein by reference
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 above summarizes certain provisions of the Purchase Agreement, the Warrants and the June 2026 Registration Rights Agreement are incorporated herein by reference. A copy of each such agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 5: Form of Purchase Agreement, dated as of June 14, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026). Exhibit 6: Form of Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026). Exhibit 7: Form of Registration Rights Agreement, dated as of June 14, 2026 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Apeiron Investment Group Ltd.

Signature:	By: /s/ Sanad Abushala
Name/Title:	Sanad Abushala, Director
Date:	06/16/2026

Enhanced Holdings LP

Signature:	By: Enhanced Holdings GP, its general partner, By: Apeiron Investment Group Ltd., By: /s/ Sanad Abushala
Name/Title:	Sanad Abushala, Director
Date:	06/16/2026

Enhanced Holdings GP

Signature:	By: Apeiron Investment Group Ltd., its sole stockholder, By: /s/ Sanad Abushala
Name/Title:	Sanad Abushala, Director
Date:	06/16/2026

Christian Angermayer

Signature:	/s/ Christian Angermayer
Name/Title:	Christian Angermayer
Date:	06/16/2026

FAQ

What ownership stake does Apeiron report in Enhanced Group (ENHA)?

Apeiron Investment Group, Enhanced Holdings, and Christian Angermayer report beneficial ownership of 29,904,746 Class A shares of Enhanced Group, representing 24.4% of the outstanding class. They hold shared voting and dispositive power over these shares as disclosed in the filing.

What are the key terms of Apeiron’s private placement with Enhanced Group (ENHA)?

Enhanced Group agreed to sell Apeiron 5,141,388 Class A shares and issue Warrants for 5,141,388 shares in a private placement. The combined purchase price is $3.89 per share and accompanying Warrant, with the securities issued separately in two tranches.

How is the private placement for Enhanced Group (ENHA) structured in tranches?

The private placement will close in two tranches. The first includes 3,020,565 shares and accompanying Warrants, expected around June 22, 2026. The second includes 2,120,823 shares and accompanying Warrants, closing after the effectiveness of the required Stockholder Consent.

What does the registration rights agreement require for Enhanced Group (ENHA)?

The June 2026 registration rights agreement requires Enhanced Group to file a resale registration statement within 30 days after the applicable closing. The company must seek SEC effectiveness by the earlier of 90 days after filing or the fifth business day after SEC notice of no review.

Which securities of Enhanced Group (ENHA) must be registered under the agreement?

The registration rights agreement covers the resale of the Class A common stock issued in the private placement and the Class A shares underlying the Warrants. Enhanced Group must pursue SEC effectiveness for a registration statement including all of these securities.