Apeiron Investment Group Ltd. and related reporting persons filed Amendment No. 5 to Schedule 13D with the SEC on November 10, 2026, disclosing a series of transactions entered into on November 4, 2026, involving Enhanced Group Inc. Class A Common Stock, including a private placement, a share purchase deed, and an exchange agreement tied to approximately 77% of Deutsche Entertainment Aktiengesellschaft.

Key Highlights

  • Aggregate beneficial ownership: Each reporting person - Apeiron Investment Group Ltd., Enhanced Holdings LP, Enhanced Holdings GP, and Christian Angermayer - is reported to beneficially own 4,869,771 shares of Class A Common Stock, representing 34.3% of the class.
  • Private placement: On November 4, 2026, Apeiron entered into a share purchase agreement with Enhanced Group Inc. to acquire 583,684 shares of Class A Common Stock at $7.11 per share in a private placement expected to close in the first quarter of 2027.
  • Share purchase deed: Also on November 4, 2026, Apeiron agreed to purchase 760,213 shares of Class A Common Stock from Aron D'Souza for aggregate consideration of $5,000,000, with $250,000 payable in cash at closing and the remainder under a promissory note due March 31, 2027; closing is expected December 4, 2026.
  • Exchange agreement: Enhanced Group Inc. agreed to issue approximately 10,970,230 new shares of Class A Common Stock in exchange for shares representing approximately 77% of DEAG's outstanding shares, with no cash consideration payable.
  • Reverse stock split: The filing notes a 1-for-10 reverse stock split implemented by Enhanced Group Inc. on Class A and Class B Common Stock on October 29, 2026, which is reflected in the share counts reported.
  • Lock-up structure: Exchange Shares will be subject to lock-up agreements divided into three equal tranches restricted until six, nine, and twelve months after the Exchange closing, with early release tied to volume-weighted average price thresholds of 200%, 250%, or 300% of the private placement reference price.

Apeiron and Enhanced Group: November 2026 Transaction Details

According to the filing, the reporting persons - Apeiron Investment Group Ltd. (organized in Malta), Enhanced Holdings LP and Enhanced Holdings GP (both organized in the Cayman Islands), and Christian Angermayer (a German national) - collectively report shared voting and dispositive power over 4,869,771 shares of Enhanced Group Inc. (NYSE:ENHA) Class A Common Stock, equal to 34.3% of the class. All share figures in the amendment reflect the 1-for-10 reverse stock split that Enhanced Group Inc. implemented on October 29, 2026.

The filing discloses that on November 4, 2026, Apeiron entered into two separate purchase transactions. Under the November 2026 Share Purchase Agreement with the issuer, Apeiron agreed to acquire 583,684 Class A shares at $7.11 per share in a private placement, with closing subject to customary conditions and regulatory requirements in the first quarter of 2027. Separately, under a share purchase deed with Aron D'Souza, Apeiron agreed to buy 760,213 Class A shares for $5,000,000 in total, with $250,000 in cash at closing and the balance under a promissory note due March 31, 2027.

The filing also describes a multi-party exchange agreement under which Enhanced Group Inc. agreed to issue approximately 10,970,230 new Class A shares to Apeiron and several other exchange holders - Apeiron SICAV Limited - Live Opportunities Fund, Apeiron 101 Ltd, Galaxy Group Funding ECI U LLC, and B72 Ventures GmbH - in return for shares of Deutsche Entertainment Aktiengesellschaft, described as "a German live-entertainment company," representing approximately 77% of DEAG's outstanding shares. No cash consideration is payable in the Exchange, according to the filing. In connection with the exchange agreement with Apeiron, the company disclosed it has agreed to amend its certificate of formation and bylaws to allow removal of any director or the entire board, with or without cause, by holders of at least a majority of voting power, subject to applicable closing and waiting periods.

What Was Disclosed

This Amendment No. 5 to Schedule 13D, originally filed May 14, 2026, reports a private placement, a secondary share purchase, and an exchange agreement for approximately 77% of DEAG, all entered into November 4, 2026, by Apeiron and related parties holding 34.3% of Enhanced Group Inc. Class A Common Stock.