Enhanced Group Inc.

Item 1A. Risk Factors

As smaller reInvesting 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 Managements 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 company we are n 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.

Risks Related to the Companys Financial and Capital Needs

The Company will need to raise additional capital to support its growth initiatives, and such capital may not rebe available on economically favorable terms, if at all. This could hamper the Companys growth and adversely affect its business.

The Companys 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 Companys sporting events is expected to required to make disclosures under this e significant capital investment. In addition, the Companys 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 Companys 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 Companys 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 Companys 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.

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.

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 Companys condensed consolidated financial statements included herein.

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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. Item.f 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.

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

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.

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.

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.

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.

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 Companys 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.

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 Companys 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 Companys future offerings may reduce the market price of the Class A common stock and dilute their percentage ownership.

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

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 Sponsors 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 Sponsors 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 Sponsors 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 Companys equity.

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.

The Companys management has broad discretion in the use of proceeds from the Business Combination and the Private Placement Investment and may not use them effectively.

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 Companys 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 Groups shareholders may not desire or may not yield a favorable return, given the untested nature of the Companys 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 Companys business, financial condition, results of operations and prospects.

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 Companys actual operating results may be materially different from its anticipated results.

The Companys business, including its sporting events and media content, and direct-to-customer business lines, is developing and untested. Given the unprecedented nature of the Companys 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 Companys assumptions regarding its business, market opportunities or operating model will prove to be accurate. The Companys 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 Companys control. If the Companys 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.

The Companys 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 Companys 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.

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

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

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 Groups 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 Groups future results or financial position.

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

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 Companys inability or decision not to pay dividends could also adversely affect the market price of the Class A common stock.

Risks Related to Operating as a Public Company

The Companys 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.

The Companys 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 Companys board 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 Companys 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.

The Companys board of directors and management intend to continue enhancing the Companys 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 Companys strategic objectives may take time. During this transition period, the Companys 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.

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.

In connection with the preparation of the audits of the Companys 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 Companys 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

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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 Companys reputation and financial condition, or divert financial and management resources from its core business.

Neither the Companys management nor an independent registered public accounting firm has performed an evaluation of the Companys 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 Companys internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified.

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

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.

The Companys 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.

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.

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

The Company is subject to the SECs 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 Companys 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 Companys quarterly and annual reports, earnings materials, guidance, and other investor communications.

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

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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.

Operations relating to the Companys Live Enhanced offering may also present complications relating to these assessments. Metrics related to prescription patterns, clinical outcomes, adverse events, reimbursement and patient engagement implicate privacy and confidentiality obligations and an evolving framework of healthcare and telemedicine regulations. These considerations may limit the granularity of what the Company can disclose, and the lack of standardized, widely accepted industry metrics for the Live Enhanced services currently provided and anticipated to be provided by the Company increases the risk that its KPIs or operational data could be viewed as non-comparable, non-standard or confusing. Further, overlap between the Companys event operations and Live Enhanced platform (for example, where athletes may also be Live Enhanced participants) may heighten sensitivity. Additionally, since the Companys Live Enhanced services are delivered primarily through third party service providers, if these parties do not provide data to the Company in a timely manner, use different definitions, or change systems, our metrics (for example, completed visits, treatment starts, continuation rates, churn, customer acquisition cost/patient lifetime value) may be delayed, revised or non-comparable between periods.

Further, the Company will be integrating and enhancing disclosure controls and procedures and internal control over financial reporting on a compressed timeline. As a result, the Company may need to align historical private company practices with public company standards; and forward-looking information shared during the Business Combination process may differ materially from subsequent results. The Companys frequent public facing event communications (including promotional materials, social media and press) also raise heightened risks under fair disclosure and antifraud rules if material non-public information is selectively disclosed or if marketing content is later alleged to be incomplete or misleading in light of subsequent developments.

Collectively, these factors increase the risk that the Companys public disclosures could be deemed incomplete, untimely or misleading; that its KPIs or operational results could be challenged; or that investors may misinterpret its communications, leading to potential volatility in the price of its common stock, reputational harm, SEC comments or enforcement actions, stock-exchange inquiries and shareholder litigation. Further, as noted in Risks Related to Operating as a Public Company-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, the Companys disclosure controls may not fully mitigate the challenges inherent in its unique business model, and its policies and metrics may evolve over time in ways that reduce period-to-period comparability.

Aspects of the Companys business may be viewed as controversial, which could subject the Company to increased scrutiny, negative publicity and reputational harm and could adversely affect its business.

The creation and promotion of the Enhanced Games, and related events in which Enhanced Athletes are permitted to use Performance-Enhancing Substances and protocols under medical supervision represents a departure from mainstream athletic competition where athletes are prohibited from using such substances and protocols. Furthermore, the Company intends to engage in the development, offering and commercialization of such enhancement-related products, services and content. These activities are viewed as controversial by some athletes, sport enthusiasts, the public and certain stakeholders because many traditional sports organizations and anti-doping bodies prohibit the use of Performance-Enhancing Substances and protocols in sanctioned competition and have historically promoted policies discouraging their use. In addition, some organizations may raise concerns regarding safety, efficacy, competitive integrity, ethical considerations or the manner in which certain Performance-Enhancing Substances, protocols or related products are marketed, prescribed, dispensed or otherwise made available, including through direct-to-consumer or digital channels.

As a result, the Company may be subject to increased scrutiny, criticism or adverse publicity from regulators, policymakers, medical or public-health authorities, traditional sports organizations, anti-doping agencies, athlete associations, advocacy groups, the media and members of the public. Such scrutiny or publicity, whether or not well-founded, could adversely affect the perception or acceptance of the Companys business model and limit demand for its events, content and related offerings. In addition, counterparties such as venues, broadcasters and streaming platforms, sponsors and advertisers, payment processors and other service providers may decline to enter into, impose additional conditions on, or terminate relationships with the Company due to reputational concerns, internal policies or regulatory considerations. Heightened scrutiny could also increase the likelihood of additional regulatory requirements, delays or conditions associated with permits, approvals or other authorizations, and could result in increased compliance, security, public relations and stakeholder engagement costs, as well as investigations, enforcement actions or litigation. If any of these risks materialize, the Companys ability to operate its business, commercialize its offerings and execute its strategy

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could be materially adversely affected, which could result in reduced demand, increased costs and lower revenues and could materially and adversely affect its business, financial condition and results of operations.

As a result of the controversial nature of the Companys business, there may be limited analyst coverage, negative investor perception and difficulties in attracting institutional investors, which could materially adversely affect the trading price and liquidity of the Companys securities.

The trading market for the Class A common stock depends in part on the research and reports that third-party securities analysts publish about the Company and its business. The Company may be unable to attract research coverage in a timely manner or at all and if one or more analysts cease coverage of the Company, the price and trading volume of its securities would likely be negatively impacted. If any of the analysts that may cover the Company change their recommendation regarding its securities in an adverse manner, the price of its securities would likely decline. If any analyst that may cover the Company ceases covering it or fails to regularly publish reports on it, the Company could lose visibility in the financial markets, which could cause the price or trading volume of its securities to decline. Moreover, if one or more of the analysts who cover the Company downgrades the Class A common stock, or if its reporting results do not meet their expectations, the market price of the Class A common stock could decline.

In addition, the controversial nature of the Companys business may cause negative investor perception and limit demand from certain institutional investors. Some institutions and index providers apply investment mandates, exclusionary screens, internal policies, liquidity thresholds or other criteria that could restrict or deter investment in the Companys securities. Moreover, an increasing number of major investors, exchange-traded funds and mutual funds have strict rules around certain policies, including environmental, social and governance criteria, and such concerns could lead these investors to avoid purchasing or holding the Companys securities.

Limited coverage and constrained institutional participation may make it more difficult and costly for the Company to raise additional capital. Any of these outcomes could adversely affect the market for the Companys securities and could materially and adversely affect its business, financial condition and results of operations.

Risks Related to the Companys Business Model, Commercial Operations and Operating Market

The Company has an unproven business model, limited operating history and a lack of revenue, and it is difficult to evaluate the Companys prospects.

The Company is in the early stages of executing its business plan, has only conducted the inaugural 2026 Enhanced Games and first Enhanced Breakers event series and has a limited operating history as an organizer of sports events and coordinator of direct-to-consumer products. To date, the Companys activities have consisted primarily of organizing and staffing, business planning and conducting the inaugural 2026 Enhanced Games and first Enhanced Breakers event series, capital raising, building a roster of athletes, sourcing clinical research study participation opportunities, producing a brand documentary and building a prescription system in conjunction with its partners in delivering the Live Enhanced platform services, and operating the Live Enhanced platform following its February 2026 commercial launch. These limited activities provide little basis on which to evaluate its business, strategy, operating plan or future results, and if the Companys model fails to achieve market acceptance or certain milestones, the Company may never generate significant revenue or achieve profitability, which could materially and adversely affect shareholders investments.

The Companys business model, including holding future Enhanced Games and other sporting events in which Performance-Enhancing Substances are permitted, and building a related commercial ecosystem around such events including, among other things, the provision of Live Enhanced services, is novel and unproven. Ongoing audience acceptance, sponsor interest, media rights demand and the willingness of athletes, venues, partners and local authorities to participate are all uncertain. Further, the future treatment of Performance- Enhancing Substances by regulators and sanctioning bodies is also uncertain, and any changes to these regulations could impact the Companys business model, see Risks Relating to the Companys Legal and Regulatory Obligations-Uncertain and evolving laws and regulations governing Performance-Enhancing Substances, sporting rules and related licensing could materially adversely affect the Companys ability to stage the Enhanced Games and operate its business, including its Live Enhanced platform. Therefore, there can be no assurance that the market will develop as the Company anticipates, that the concept will be permitted in the jurisdictions where the Company seeks to operate or that the Company will be able to compete effectively against established sports and entertainment alternatives.

The Company currently has limited revenues and does not expect to generate significant revenues unless and until it executes agreements relating to media rights, sponsorship and merchandising, and until its Live Enhanced services are operating more broadly. Entering into, maintaining and performing its obligations under these agreements and delivering

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on the anticipated expansion of its Live Enhanced offerings in conjunction with third-party service providers involved in the offerings are each subject to significant execution risk, and delays, terminations or failures to close or renew these arrangements, including as a result of the Companys reliance on partners, could materially and adversely affect the Companys business, financial condition and results of operations.

Because of its limited operating history and the evolving nature of its proposed industry, the Company has limited insight into the trends that may affect its business and faces challenges forecasting revenues, budgeting expenses and allocating resources appropriately. Any projected or illustrative financial information would necessarily reflect a high degree of uncertainty and risk and should not be relied upon as indicative of future performance. In particular, while the Company conducted the inaugural 2026 Enhanced Games and the first Enhanced Breakers event series, there can be no assurance that future events will be successfully executed, attract sufficient audiences, athletes or sponsors, or generate revenues at the levels the Company anticipates.

The Company has not yet demonstrated its ability to launch and scale live events, secure and enforce the necessary intellectual property and content rights, establish compliant athlete recruitment and safety protocols, produce event related content at commercial scale or build the sales, marketing and distribution capabilities needed to support its business plan. Operational setbacks, unforeseen expenses, reputational concerns, safety incidents or changes in applicable laws or regulations could further impede progress. As a result, the Companys financial condition and operating results may fluctuate significantly from period to period, and results for any period should not be viewed as indicative of future performance. Any of the foregoing could prevent the Company from achieving profitability and could result in a significant decline in the value of shareholders investments.

Because the market for the Companys sporting events and related products is unproven, demand may not develop or be sustained, which would adversely affect the Companys business, financial condition and results of operations.

The Companys addressable market is unknown and consumer acceptance of its sporting events and media content, Live Enhanced platform and other direct-to-customer offerings is unproven. The Companys ability to generate revenues is sensitive to rapidly changing consumer tastes and entertainment trends, as well as the popularity of the Companys brand, events and participating athletes. These factors are also expected to affect demand for the Companys related products, including enhancement products delivered to consumers through its Live Enhanced services, as well as merchandising products. Success of each aspect of the Companys business will depend significantly on the Companys ability to create compelling sporting events and distribute related content through channels that align with evolving consumer preferences while competing against a wide and expanding array of entertainment choices enabled by technological change. If consumer preferences do not align with the Companys offerings, or if demand for sporting event distribution rights and related content and products fails to materialize at expected levels, the Companys business could be adversely affected. Demand for the Companys events may be affected by factors that are difficult to predict or control, including shifts in the social and political climate, public health events, macroeconomic conditions, negative publicity or changes in the perceptions of the Companys brand among consumers, sponsors, distributors and venue partners. The enhanced nature of the Companys sporting events may attract heightened scrutiny and divergent public views, and any negative perception could reduce viewership, sponsorship and licensing or distribution opportunities and affect demand for related enhancement products. Failure to anticipate or respond timely to such sentiment could result in reduced demand for the Companys events and content.

The Company may be required to make significant commitments before learning whether a particular event or format will attract sufficient consumer interest, including guaranteed payments to athletes, venue deposits and production expenditures. Events are planned months in advance, and if the public is not receptive, if an event underperforms, or if an event is postponed or canceled, the Company may be unable to recover such costs. The availability and marketability of high-profile athletes can also influence demand; unavailability or reduced participation could limit the Companys ability to generate anticipated revenue from specific events.

Initial indications of interest may not translate into sustained demand, and there is no guarantee that future demand for the Companys events or related products and services will meet managements expectations. To the extent the Companys events, products and services do not meet consumer expectations, or if the Company is unable to maintain brand appeal while expanding its offerings (particularly the expansion of its Live Enhanced platform), the Companys future revenues and growth prospects could be adversely affected. Even if consumer acceptance emerges, it may be volatile, may plateau below expectations or may decline as novelty fades or competing entertainment options proliferate.

Any of the foregoing could materially and adversely affect the Companys business, financial condition and results of operations.

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The Companys revenue model is unproven and depends on the successful launch and scaling of live events and related monetization (media and broadcasting rights, sponsorships and advertising, ticketing and hospitality and merchandise). Delays, cancellations or less than expected demand could materially adversely affect the Companys business, financial condition and results of operations.

The Company intends to manage competitive sports events and over time to monetize those events through broadcasting and other media distribution, sponsorships and advertising, ticketing and hospitality and merchandise. The Company also intends to offer Live Enhanced services in which consumers are given the opportunity to follow tailored enhancement protocols, receive enhancement products and purchase personalized supplements, the demand for which is expected to significantly depend on the success of the Enhanced Games and the Companys other sporting events. These revenue streams are untested at the scale reflected in the Companys plans, and its assumptions regarding pricing, adoption, audience size and engagement, sponsor demand and per event economics are inherently speculative. In particular, while the Company conducted the inaugural 2026 Enhanced Games, there can be no assurance that future events will be successfully executed, attract sufficient audiences, athletes or sponsors, or generate revenues at the levels the Company anticipates. If consumer or corporate demand is lower than the Company anticipates or if its brand building and marketing efforts fail to attract and retain fans in a crowded entertainment landscape or drive participation in its direct-to-consumer product and service offerings, the Companys results could be below expectations. If the Company does not successfully anticipate market needs and execute on delivering quality products and services that meet those needs on a timely basis, it may not be able to compete effectively and its ability to generate revenues will suffer. The Company cannot guarantee that it will be able to anticipate future market needs and opportunities or be able to develop products and services to meet such needs or opportunities in a timely manner, if at all. The Companys ability to realize anticipated media and sponsorship revenues also depends on negotiating, renewing, and performing under distribution, licensing, advertising and sponsorship arrangements. The Company may have limited influence over the pricing, packaging or promotional strategies of distributors and platforms, and competitive dynamics or regulatory developments can change how rights are sold and valued. If it fails to secure distribution on expected terms, if the number of viable bidders declines, if platform policies or laws limit rights exploitation or if advertising markets weaken, the Companys media and sponsorship revenues could be lower than projected.

Demand for the Companys sporting events, media content and related products and services is further tied to discretionary consumer spending and, in the case of sponsorship and advertising revenue, corporate marketing budgets, both of which are sensitive to macroeconomic conditions such as inflation, interest rates and overall economic uncertainty. A deterioration in these conditions can reduce ticket sales and hospitality spending, depress pay per view or subscription purchases and advertising rates and cause sponsors to reduce or defer commitments. Prolonged or pronounced weakness in consumer or corporate spending would adversely affect the Companys business.

If any of the foregoing occur, the Companys revenues and cash flow could be significantly reduced, it may not achieve or sustain profitability, it could require additional capital, and its business, financial condition and results of operations could be materially adversely affected.

Event postponements, cancellations, or material modifications could leave the Company with unrecovered costs, refund obligations, and reduced revenue, and insurance (if any) may not adequately protect against these losses.

As an operator of live events, the Company bears most or all of the costs of convening and operating its sporting events and will ordinarily commit to those costs significantly before an event occurs. If a planned event is delayed, materially modified or does not occur, the Company may be unable to recoup its investments, may be required to issue refunds or credits for tickets and hospitality and may realize reduced media, sponsorship and licensing fees. Rescheduling can also result in substantial incremental costs and lower attendance or viewership. Sporting events are vulnerable to numerous factors outside the Companys control, including severe weather, public health concerns, security incidents, natural disasters, labor actions, transportation or supply chain disruptions, permitting or other regulatory issues, venue availability constraints, technology failures and injuries, withdrawals or other failure of participants to appear, which could force postponement, relocation or cancellation. Insurance may be unavailable on acceptable terms, may exclude certain risks, is subject to deductibles and limits, and may not cover lost profits, reputational harm, or all of the Companys losses. If these risks were to materialize, and the Companys insurance did not cover the losses incurred as a result, the Companys financial condition and results of operations would be materially adversely affected.

Geopolitical instability and armed conflict in the Middle East could disrupt the Companys activities in the U.A.E., which could adversely affect its business.

Although the Companys principal operations are in the United States and it conducted the inaugural Enhanced Games in Las Vegas in May 2026, it maintains relationships with facilities and medical professionals in and is currently

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sponsoring a Clinical Research Study in the U.A.E. and certain athletes that participated in the inaugural Enhanced Games are, from time to time, located in the U.A.E. in connection with that study and related activities. Geopolitical instability and armed conflict in the Middle East, including in and around the Gulf region, could in the future adversely affect these activities by creating heightened security risks; endangering the Companys personnel and independent contractors (including athletes), disrupting study operations, site access, vendors or logistics; delaying or restricting travel into or out of the U.A.E.; increasing security, insurance and transportation costs; and causing the postponement, suspension, relocation or cancellation of activities in the U.A.E. Any such disruptions could delay or impair the Clinical Research Study, endanger athletes and personnel or impede athlete preparation or travel, increase the Companys costs and reduce its ability to carry out its business plans on the timeline it currently expects, or at all, any of which could materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

Enhanced Athletes and Enhanced Games events may not deliver the expected level of performance or entertainment value, which could materially harm the Companys revenue streams.

The Company held the inaugural 2026 Enhanced Games in May 2026, which involved a mix of Enhanced Athletes and Non-Enhanced Athletes. For future Enhanced Games and other sporting events, if Enhanced Athletes do not outperform Non-Enhanced Athletes, or perform below the expected level, there is a risk that such events may not deliver the level of performance or entertainment value that audiences, sponsors, distribution partners and other stakeholders expect. Further, participation in enhancement protocols is voluntary, and if athletes elect not to enhance, respond unpredictably to enhancement, withdraw from events or otherwise fail to deliver superior or compelling performances, there is a risk that future Enhanced Games or other sporting events may be perceived as having delivered underwhelming or inconsistent results, which could cause demand for subsequent events of the Company to decline and impair the Companys ability to secure and expand commercial arrangements. Although the inaugural 2026 Enhanced Games produced a world record and 21 personal bests, there can be no assurance that athletes will deliver comparable performances at future events, including events in the Enhanced Breakers series, or that any scheduled record attempt will be successful.

Further, if the Enhanced Games and other sporting events fail to prove the concept of performance increasing as a result of the enhancement protocols in which the athletes voluntarily participate, demand for the Companys Live Enhanced platform is likely to decrease, and may not meet the expectations of management or reach the levels that underlie the Companys projections.

The quality and popularity of the Companys events drive its principal revenue streams, each of which could be adversely affected by underwhelming athlete performance or unfavorable reception of the product concept, including:

Sponsorship revenue through sponsorship relationships;

Retail, merchandising, apparel and product licensing revenue through product sales;

Broadcasting and media revenue through linear and digital platforms;

Event day revenue through ticket sales and concessions; and

Demand for the Companys Live Enhanced platform.

In addition, perceived low quality or inconsistency could make it more difficult to attract and retain top athletes for future sporting events or participation in future enhancement protocols, and make it more difficult for the Company to enter into or maintain operating agreements and to negotiate favorable media distribution and sponsorship terms.

Because the Company is a development stage company pursuing a novel and unproven concept and with limited current revenue, any failure to conduct expected events, or shortfall in event quality or popularity for events that do occur, could have a disproportionate impact on its business, financial condition and results of operations.

The Companys insurance, indemnification and other risk mitigation arrangements may be unavailable or insufficient to protect it against liabilities arising from Live Enhanced, the Enhanced Games and the Clinical Research Study, which could expose it to significant losses, which could materially harm the Companys business, financial condition, results of operations and prospects.

The Companys operations expose it to a variety of actual and potential liabilities, including professional liability claims arising from healthcare services, including telehealth services, made available through Live Enhanced, product liability and other product-related claims relating to OTC supplement blends sold through Live Enhanced, and bodily injury, property damage, cancellation and other event-related claims relating to the Enhanced Games. Although the

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Company seeks to obtain and maintain insurance coverage that it believes is appropriate for its operations, certain coverage is still being evaluated as of the date of this Report, may not be available on acceptable terms or at all and, if available, may be subject to exclusions, sub-limits, deductibles, retentions and other limitations. Specifically, the Company maintains general liability insurance and intends to purchase supplemental insurance to cover third-party claims in connection with the Live Enhanced platform. The Company obtained special event cancellation and other insurance in connection with the inaugural Enhanced Games, but it may not be possible or appropriate to obtain the same level of insurance coverage in connection with future events including the Enhanced Breakers events. In addition, any indemnification rights or other contractual protections the Company may have had, may be unavailable, unenforceable or insufficient, and any claims that are not covered, are only partially covered or exceed available policy limits could result in significant out-of-pocket costs, diversion of management attention, reputational harm and increased operating expenses.

With respect to Live Enhanced, healthcare services, including telehealth services, may give rise to claims alleging medical malpractice or other professional liability. Although such services are provided by third-party telehealth providers and the Company expects to benefit from contractual indemnification and additional insured status under that providers insurance policies, users may nonetheless assert claims directly against the Company, including on a vicarious liability theory based on the Companys branding and role in the platform. Such claims may exceed available insurance limits and the telehealth providers ability to indemnify the Company, and the Company may be unable to obtain supplemental telehealth liability insurance on acceptable terms or at all. In addition, OTC supplement blends sold through Live Enhanced could be subject to product liability claims, contamination, tampering, mislabeling, recalls or other damage, and the Company may be unable to benefit from contractual or indemnity protection or obtain and maintain product liability or related coverage for these risks on acceptable terms or at all.

Future Enhanced Games and other live events will involve substantial risk. For future events, the Company intends to seek appropriate and proportionate special event insurance, including general liability coverage for bodily injury and property damage to spectators and other third parties, as well as workers compensation, automobile insurance and other appropriate endorsements, and will explore event cancellation insurance to cover non-refundable expenses if an event is cancelled for reasons beyond its control. However, such coverage may not be available on acceptable terms or at all and, if obtained, may cover only a portion of the Companys losses and remain subject to deductibles, exclusions and other limitations. Moreover, the Company does not have third-party liability insurance covering personal injury or death claims by athletes training for or participating in the Enhanced Games, and it has not been able to obtain such coverage due to the difficulty of underwriting that risk. Although the Company seeks to mitigate this exposure through medical and health assessments, those measures may not prevent injuries, adverse health outcomes or related claims.

In connection with the Clinical Research Study, the Company has obtained human clinical trial liability insurance for claims by participants arising from personal injury or death in the U.A.E, as required by applicable law. However, that coverage is limited in scope, applies only to certain claims and jurisdictions, and may not protect the Company against all liabilities associated with the Clinical Research Study. If the Company incurs uninsured or underinsured liabilities, or if its existing insurance, indemnification or other risk mitigation arrangements prove inadequate, its business, financial condition, results of operations and prospects could be materially adversely affected.

The Companys reliance on third parties for its Live Enhanced services exposes it to significant risks.

The Company relies on third parties to provide essential components of its Live Enhanced platform, including clinical staffing, prescribing and compliance infrastructure. This reliance places key elements of the Companys operations outside of its direct control and exposes the Company to risks that could materially and adversely affect its business. Since the Company depends on third-party service providers for clinician resources, prescribing practices and regulatory compliance, the Company faces risks of delays, errors or quality issues in the delivery of care. The Company may also have limited oversight of how the third-party service providers recruit, train or supervise clinicians that provide the Companys services, and there can be no assurance that these practices will consistently meet the Companys standards or regulatory requirements. In addition, the third-party service providers may prioritize their own business objectives over those of the Company, which could result in conflicts of interest or misalignment in strategy and execution.

If the third-party service providers fail to perform their obligations, the Companys remedies may be limited to contractual recourse, which may not be sufficient to protect the Company against operational or reputational harm. Replacing a service provider or transitioning these services in-house could be costly, time-consuming and uncertain, and the Company may not be able to secure alternative providers on acceptable terms, or at all.

Furthermore, changes in pricing or other contractual terms with the third-party service providers could negatively impact the Companys margins, financial condition and results of operations.

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The Companys reliance on third parties for venues, equipment and other essential elements of the Enhanced Games and other events exposes it to significant risks.

The Company depends on a wide range of third-party providers to supply critical components necessary for the successful planning, production and execution of future Enhanced Games and other events, including but not limited to sporting venues, competition facilities, athletic equipment, event-operations services, lodging, transportation, broadcast-production resources, and other specialized products and services. In particular, several of the Companys anticipated arrangements with pool operators, facility providers and related infrastructure suppliers for future events remain at the letter-of-intent or indicative-discussion stage and have not yet been formalized into binding agreements. As a result, there is no assurance that such suppliers will enter into definitive agreements on acceptable terms or at all, which could require the Company to identify alternative facilities, incur higher costs, or modify event plans on short notice. The Companys dependence on these third parties places key elements of its operations outside of its direct control, exposing it to risks that could materially and adversely affect its business, financial condition and prospects.

Because hosting a multi-sport global event requires timely access to compliant and competition-grade venues and equipment, the Company faces risks of delays, shortages, performance issues, or quality failures by third-party providers. The Company may have limited oversight over how these vendors source, maintain or deliver facilities and equipment, and cannot guarantee that such third parties will consistently meet the Companys safety, performance, regulatory or contractual standards. In addition, these counterparties may prioritize their own commercial or strategic interests over those of the Company, creating potential conflicts of interest or misalignment in planning, scheduling or operational execution.

If any third-party provider fails to perform its obligations, becomes insolvent, breaches a contract, or is otherwise unable or unwilling to supply the required venue access, equipment or services, the Companys remedies may be limited to contractual recourse, which may not be sufficient to prevent operational disruption or reputational harm. Securing alternative venues, equipment suppliers or event-services providers, particularly on short notice, could be costly, time-consuming and uncertain, and the Company may not be able to procure acceptable replacements on commercially reasonable terms, or at all. Moreover, increases in pricing or changes in other contractual terms imposed by third-party providers could negatively impact the Companys cost structure, margins and financial results. The Companys ability to organize future Enhanced Games and other events will depend in substantial part on successfully arranging and coordinating numerous third-party products and services in a timely and reliable manner, including sporting venues, competition facilities, athletic equipment, event-operations services, lodging, transportation, and broadcast-production resources. There can be no assurance that the Company will be able to finalize required agreements, secure necessary venues and equipment, or otherwise obtain all essential third-party deliverables for future events. If the Company is unable to do so, it may be forced to alter, delay, reduce the scope of, or cancel future events, which would materially harm its business, reputation and growth prospects.

Restrictions or loss of access to third-party analytics, technology platforms and data systems, many of which are controlled by established organizations that may oppose the Companys model, could impair the Companys products and broadcasts, increase its costs, reduce engagement and monetization, and expose it to disputes.

The Companys business relies on timely, reliable access to technology and data systems. Many of these technology and data systems may be owned or controlled by established organizations, such as sporting federations and leagues, venues and technology vendors, data rights-holders and measurement providers, or by parties that have significant outstanding relationships with these established organizations, in each case that may view the Company as a competitor or otherwise choose, for strategic, contractual or regulatory reasons, to restrict or deny it access. There is no assurance that it will obtain or maintain access to these technology and data systems on commercially reasonable terms or at all.

These counterparties could: (i) refuse to license or renew access; (ii) terminate or narrow existing access rights (including by imposing rate limits, delaying delivery, removing fields or changing formats); (iii) increase fees or impose usage, attribution or exclusivity restrictions that conflict with the Companys business model; or (iv) condition access on compliance terms or operational standards that are costly or impracticable. They may also assert that contractual obligations, exclusive arrangements, internal policies or regulatory considerations prevent them from providing it access.

If the Companys access is restricted or withdrawn, it may be forced to rely on less accurate, delayed or incomplete third-party substitutes, or to invest in self-collection of data. These alternatives may degrade the quality, timeliness and reliability of its broadcasts and products; increase its operating costs; reduce user engagement, advertiser and sponsor demand and overall monetization; and impair its ability to meet partner, advertiser or contractual service-level commitments.

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In addition, if the Company pursues alternative data collection or integration methods, it could face allegations from rights-holders or technology providers that its activities violate contracts or infringe intellectual property, privacy, data-protection or other rights. Defending such claims could be costly and time-consuming, and adverse outcomes could result in damages, injunctions, loss of access to data or systems and requirements to modify or cease features.

Risks Relating to the Companys Legal and Regulatory Obligations

Uncertain and evolving laws and regulations governing Performance-Enhancing Substances, sporting rules and related licensing could materially adversely affect the Companys ability to stage the Enhanced Games and operate its business, including its Live Enhanced platform.

The legal status of Performance-Enhancing Substances varies significantly across jurisdictions and in some cases remains unsettled. Changes in drug scheduling, anti-doping regimes or sporting regulations, whether through new legislation, reinterpretation of existing rules or shifts in enforcement priorities, could materially alter the Companys business model. For example, if international or national sporting authorities, including WADA, were to permit broader use of certain Performance-Enhancing Substances, the Companys differentiated value proposition could diminish and its competitive position could be weakened. Conversely, if regulation of these substances becomes more restrictive or enforcement more stringent, the Companys compliance costs could increase substantially and its ability to stage the Enhanced Games or other sporting events or to offer related products and services direct to consumers could be limited or prohibited.

Because the Companys business is in its development stage and has not been subject to a consistent or comprehensive regulatory framework upon which to base expectations of future regulation, there is an elevated risk that regulators may adopt unexpectedly adverse positions, impose unexpected obligations or deny, suspend or condition approvals required for the operation of the Companys business. The Companys operations depend on the Company or its partners obtaining and maintaining multiple permits, licenses and approvals at the local, state and federal levels including, as applicable, event, venue and promoter permissions; health and safety authorizations; and licenses, registrations and other approvals relating to its Live Enhanced platform (including permission and licenses required relating to pharmacy operations and prescription of substances). These regimes are complex and evolving, and they may change with little notice. Delays, denials, revocations or burdensome conditions could force the Company or its partners to modify, relocate, postpone or cancel events or service offerings, reduce the scope of its operations or exit certain markets altogether.

Authorities could also determine that aspects of the Companys activities violate, or facilitate violations of, applicable laws or rules (including controlled substance, anti-doping, advertising, consumer protection, or telehealth and prescribing requirements). The Company could face civil or criminal investigations or enforcement actions, penalties, fines, injunctions, asset seizures, license restrictions, requirements to block or limit access in particular jurisdictions, litigation and reputational harm. Even good faith compliance efforts may be deemed insufficient as laws and interpretations change, and frequent changes increase the Companys compliance costs and the risk of error.

Any of the foregoing could adversely affect the Companys reputation and relationships with athletes, partners, venues and regulators, and could have a material adverse effect on its business, competitive position, financial condition, results of operations and growth prospects.

International expansion would expose the Company to complex and evolving laws and enforcement risks. If the Company cannot obtain and maintain required approvals, or if local authorities, regulators or sanctioning bodies restrict its business model, the Company may be unable to stage events or offer Live Enhanced services abroad, which would limit its addressable market and harm its business.

The Company expects that part of its long-term growth could come from operating events and related businesses outside the United States and from marketing its Live Enhanced platform to international consumers. Doing so would subject the Company to additional legal, regulatory, tax and compliance regimes. Activities that may be permissible or achievable in one jurisdiction (including the staging of the Enhanced Games and other sporting events, and the supply of enhancement products) may be restricted, require prior authorization or be prohibited in others. If the Company or its partners cannot timely secure or maintain the approvals, licenses, permits, no-action positions or other clearances needed to operate, it may be unable to enter or remain in those markets, reducing its target market and impairing its growth prospects.

Approval, licensing and compliance requirements vary widely by country and often by locality. Approval in one jurisdiction does not ensure approval elsewhere, and regulators may not accept reliance on data or standards from other countries. Requirements can include, among other things, rules governing pharmaceutical advertising and promotion, telemedicine practice and physician licensure, prescription, dispensing and distribution of controlled substances, import or

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export and customs, event safety and public permitting, consumer protection, privacy and data localization (including with respect to health-related data), employment and immigration, and the use of Performance-Enhancing Substances in connection with sporting events. Meeting these country-specific and sometimes conflicting rules could be costly and time consuming, and approvals, if attainable, may be delayed, conditioned, withdrawn or denied.

Even if the Company is permitted to operate, it could face ongoing risks typical of conducting business internationally, including changes in laws and enforcement priorities; reduced protection or uncertain enforceability of intellectual-property rights; foreign ownership or investment restrictions; political or social instability; restrictions on currency conversion, cash repatriation or intercompany payments; foreign-exchange volatility; enhanced disclosure, tax and accounting burdens; and exposure to anti-corruption, anti-money-laundering, sanctions and export controls regimes. Any of these could increase costs, disrupt operations, or subject the Company to civil or criminal penalties. Where appropriate, the Company may seek to collaborate with local partners or enter into operating agreements to host events or support its Live Enhanced platform. These arrangements pose additional risks, including diligence and oversight challenges, potential vicarious liability for partner misconduct, disputes over performance or economics, inability to obtain or renew local permits through partners, and reputational harm. If partners fail to comply with applicable laws or the Companys standards, or if relationships are delayed, terminated or not renewed, the Company may lose market access or face enforcement actions and penalties. In some jurisdictions, regulators, sports authorities or sanctioning bodies could oppose, restrict or ban aspects of the Companys business. Such opposition could limit athlete recruitment, venue availability, sponsorship and media opportunities or the legality of the Companys Live Enhanced platform in those markets. Consequences of the foregoing could include the inability to enter certain countries, event cancellations or relocations, loss or suspension of licenses or approvals, seizure of products or equipment at borders, monetary penalties, litigation, adverse publicity, increased compliance costs, operational delays, impaired intellectual property protection and difficulties moving cash or realizing returns from local operations. Any of these outcomes could materially and adversely affect the Companys business, financial condition and results of operations.

Injuries or adverse health outcomes at events or in connection with the Live Enhanced platform could subject the Company to substantial liability, regulatory scrutiny and reputational damage and could materially adversely affect its business.

Producing and promoting live athletic events involves inherent risks to participants and spectators. Injuries, accidents, illnesses and other incidents occur in the sports industry and may occur in connection with the Companys events at venues it operates or rents, which could result in personal-injury or other claims, increase the Companys expenses and reduce attendance, popular support and related revenues. Insurance coverage may be unavailable or insufficient to cover these liabilities.

The physical nature of the Companys events exposes participating athletes to the risk of serious injury or death. Athletes and other claimants have pursued, and may in the future pursue, litigation against sports organizations alleging long-term health effects from sports-related injuries. Similar claims could be asserted against the Company, including claims relating to the uncertain long-term effects of Performance-Enhancing Substances. Although participants are typically independent contractors responsible for maintaining their own health, disability and life insurance, the Company may provide or be expected to provide coverage under accident, event or general liability policies and, where coverage is unavailable or inadequate, it may self-insure medical or other costs. Any death, serious injury or illness sustained by athletes in connection with the Enhanced Games could result in significant liability and adversely affect the Companys business, financial condition and results of operations.

In addition, the Companys Live Enhanced platform could expose it to product-liability, professional liability and other claims, including allegations that advice, protocols or enhancements recommended through those services caused illness, injury or other adverse outcomes. While these services are provided by partners, the acquisition of customers through the Companys platforms and proprietary branding of enhancement products expose the Company to the risk of liability claims. Any such claims could lead to substantial defense costs, sizable judgments or settlements, heightened regulatory scrutiny, adverse publicity and impediments to commercialization of the Companys Live Enhanced platform.

Regardless of merit or eventual outcome, claims of the types described above could result in, among other things:

decreased demand for enhancements recommended by the Company or for the Companys events;

injury to the Companys reputation and negative media attention;

withdrawal of athletes and reduced attendance at events;

significant costs to defend litigation and address regulatory inquiries;

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substantial monetary awards to athletes or consumers;

loss of revenue; and

limitations on the commercialization or expansion of its Live Enhanced platform.

While the Company requires its partners to, and expects to, maintain insurance coverage for liabilities associated with its events and direct-to-consumer products and services offered on its Live Enhanced platform, such insurance may contain significant exclusions or may be insufficient to cover all losses. The same applies to secondary insurance that the Company may attempt to obtain. Such insurance may not be available on reasonable terms or at all. Premiums and other costs may increase as its operations expand, and it may not be able to obtain or maintain adequate coverage. For more information, see Risks Related to the Companys Business Model, Commercial Operations and Operating Market-The Companys insurance, indemnification and other risk mitigation arrangements may be unavailable or insufficient to protect it against liabilities arising from Live Enhanced, the Enhanced Games and the Clinical Research Study, which could expose it to significant losses, which could materially harm the Companys business, financial condition, results of operations and prospects. Any uninsured or under-insured liabilities could have a material adverse effect on its business, financial condition and results of operations.

The Company may face significant litigation and regulatory challenges from incumbent sports organizations, competitors, and regulators that could delay or prevent the Enhanced Games or other sporting events, require changes to the Companys business model, and materially harm its financial condition, results of operations, reputation.

The Companys strategy contemplates, among other things, organizing, promoting and commercializing elite sporting events that may compete with, or be perceived to disrupt the interests of, established sports bodies, event promoters, leagues, athlete representatives and their commercial partners. These incumbents may seek to protect their positions by pursuing litigation and administrative actions by lobbying regulators, legislators, and industry leaders to adopt or interpret rules adverse to the Companys operations. Potential claims or proceedings could include alleged (i) infringement or misuse of third-party intellectual property (including broadcast production, timing or scoring, and software tools), (ii) deceptive or comparative advertising under false advertising or consumer-protection laws, (iii) unfair competition or tortious interference relating to athlete participation, exclusive venue or media contracts, sponsorships or endorsements, (iv) misuse of trade secrets or confidential information, (v) violation of event blackout, eligibility or sanctioning rules, and (vi) antitrust or competition law violations. Even if meritless, such actions can result in temporary restraining orders or preliminary injunctions that delay or cancel events; pressure venues, media platforms, payment processors, ticketing providers and sponsors to terminate or refuse to enter into agreements with the Company; and reputational harm that impairs athlete recruitment, audience growth and commercial partnerships.

The Companys marketing strategy may also at times include comparative claims or direct references to incumbent offerings. Competitors could bring advertising challenges that, regardless of outcome, are costly to defend and could result in orders to modify or discontinue campaigns or damages. Regulators could also scrutinize the Companys advertising and promotional content for allegedly misleading claims, which could lead to fines, consent orders or other remedies.

Because the Company expects to eventually operate and stage events and provide its Live Enhanced platform in multiple jurisdictions, it anticipates facing overlapping and evolving legal regimes and private enforcement risks. Defending multi-front proceedings or responding to multiple investigative demands should they arise may be time-consuming, expensive and divert managements attention from operating the business. The Company may be required to indemnify partners, employees, or contractors. Insurance may be unavailable, subject to exclusions, insufficient, or contested, and adverse publicity from any dispute may continue even after resolution. Any of the foregoing could (i) delay or prevent the launch or continuation of the Enhanced Games; (ii) force changes to the Companys event formats, athlete participation policies, marketing or partnerships; (iii) reduce revenue, increase expenses and negatively affect cash flows; (iv) impair its ability to retain or attract athletes, sponsors, media platforms and venues; and (v) cause it to incur significant damages or settlement costs. In addition, pending or threatened claims could deter financing sources or otherwise impede the Companys ability to obtain financing.

There can be no assurance that the Company will prevail in any such dispute, obtain adequate injunctive or monetary relief or be able to modify its business on commercially reasonable terms to mitigate the impact of any adverse ruling. The timing and outcome of litigation and regulatory processes are inherently uncertain, and even successful defenses may not fully compensate for lost opportunities, costs, and reputational harm.

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Failure to comply with evolving data-protection, privacy and information-security laws and industry standards, or to prevent security incidents, could result in regulatory actions, significant costs and liability, reputational harm and could limit the Companys ability to enter into or maintain key partnerships.

As a result of its Live Enhanced platform and sponsorship of clinical research studies, the Company collects, uses and stores substantial volumes of personal data, including health-related information about athletes and patients. The Company relies on internal systems and third-party vendors to process this data. Increasingly sophisticated threats to the Companys or vendors systems could lead to unauthorized access, use, loss, alteration or disclosure of data, theft of confidential information or other security incidents. Any such event could trigger costly remediation, business disruption, loss of consumer and partner trust, negative publicity, contractual liability and regulatory scrutiny, and could materially harm the Companys business, financial condition and results of operations. In particular, the Company expects to rely on third-party service providers to facilitate the offerings on its Live Enhanced platform. While the Company will remain the owner of relevant patient and consumer data, portions of that data may be hosted on, transmitted through, or otherwise processed within systems controlled by the third-party service providers. Any vulnerability, failure, misconfiguration, outage or breach within such systems could result in unauthorized access to, loss or exfiltration of, or inability to access such data.

The Companys operations must comply with a complex and rapidly changing framework of data protection and privacy requirements in the United States and internationally. These include, as applicable, U.S. federal and state privacy and security laws and related health-information rules for covered entities and business associates, and international regimes such as the EU General Data Protection Regulation and the UK GDPR, among others. These laws impose obligations regarding the collection, use, disclosure, security and cross-border transfer of personal data. They also carry significant penalties and enforcement risk, and often differ or conflict by jurisdiction, increasing compliance costs and the risk of error. Further, depending on the realized nature and scope of the Companys Live Enhanced platform, it could face additional obligations under health-privacy and security rules and heightened enforcement risk for any breach. Failure to comply, or perceived non-compliance, could result in investigations, fines, penalties, litigation, governmental orders and reputational damage.

In addition to legal requirements, current and prospective enterprise customers, sponsors, healthcare partners and other counterparties require adherence to contractual data-protection commitments and recognized security frameworks. If the Company fails to obtain, maintain or demonstrate compliance with such standards, partners may decline to do business with the Company, delay or terminate negotiations, impose burdensome contractual terms or require costly remediation, which could limit its ability to initiate or expand key relationships and adversely affect growth.

Changes in or evolving interpretations of the laws, regulations and guidelines governing the marketing, prescription, and administration of Performance Enhancing Substances, controlled substances and certain supplements may adversely impact our business.

We are subject to various laws, regulations and guidelines imposed by governmental authorities (including, in the U.S., the FDA, DEA, and in the U.A.E., the Abu Dhabi Department of Health and the U.A.E. Ministry of Health and Prevention) relating to the marketing, acquisition, prescribing, transport, packaging/labeling, management and administration of Performance Enhancing Substances, controlled substances and certain supplements, which also include laws, regulations and guidelines relating to global sport competition, health and safety and the conduct of operations. In addition, given the relatively early-stage nature of our business and operations, our understanding of and approach to the marketplace and our growth strategy continue to evolve as we develop our business, systems and processes, and the market in which we compete becomes more fully developed. Interpretation of these laws, rules and regulations and their application to our operations is evolving and ongoing. No assurance can be given that new laws, regulations and guidelines will not be enacted or that existing laws, regulations and guidelines will not be amended, repealed or interpreted or applied in a manner which could require extensive changes to our operations, increase compliance costs, give rise to material liabilities or termination of our contracts with third-party telehealth service providers or others, restrict the growth opportunities that we currently anticipate or otherwise limit or curtail our operations. Amendments to current laws, regulations and guidelines governing the prescription, sale, transport, administration and use of Performance Enhancing Substances, controlled substances and certain supplements, more stringent implementation or enforcement thereof or other unanticipated events are beyond our control and could require extensive changes to our operations, which in turn may result in a material adverse effect on our business, financial condition and results of operations.

Certain products prescribed through our Live Enhanced platform may be controlled substances subject to DEA regulation. As of the date of this Report, testosterone replacement therapy (TRT) is the only product offered on the Live Enhanced platform that is a controlled substance. Before the COVID-19 pandemic, the Ryan Haight Act and the U.S. Drug Enforcement Administration (DEA) implementing regulations required in-person medical evaluation before prescribing certain controlled substances, including TRT. Since 2020, the DEA and the U.S. Department of Health and Human

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Services (HHS) have issued a series of temporary extensions permitting telehealth prescribing of certain controlled substances, including TRT, without a prior in-person medical evaluation. On December 30, 2025, the DEA and HHS jointly issued the Fourth Temporary Extension of these flexibilities, which became effective January 1, 2026 and is scheduled to remain in effect through December 31, 2026. This extension was issued to avert a lapse in prescribing authority while the agencies continue to finalize permanent regulations, and does not impose new federal documentation or registration requirements beyond those already applicable or change existing state-law requirements. The DEA has also published a proposed rulemakingthe Special Registration for Telemedicine (90 Fed. Reg. 6541, January 17, 2025)that would, once finalized, establish a permanent framework for telehealth prescribing of controlled substances, including a new registration requirement (using three new categories of specialized registration) and heightened prescription, recordkeeping and reporting obligations for both practitioners and certain direct-to-consumer telehealth platforms. As of the date of this Report, that proposed rule has not been finalized. If permanent rules are more restrictive than the current extensionor if the current extension expires without final regulations in placeour third-party telehealth service providers may be unable or unwilling to continue prescribing controlled substances, including TRT, where such services are currently available, or may face significant new compliance burdens. If that were to occur, we would be required to amend or replace provider arrangements, revise care pathways, add in-person or hybrid models, or suspend or discontinue offering TRT, any of which could materially adversely affect our business, financial condition and results of operations.

Although we and our third-party telehealth providers have adopted policies and procedures designed to comply with these laws and regulations and conduct internal reviews of our compliance with these laws, there can be no assurance that such policies and procedures are or will be effective to ensure compliance with the evolving legal and regulatory landscape in which we operate. The growth of our business and sales organization may increase the potential of violating these laws or our internal policies and procedures. The risk of our being found in violation of these or other laws and regulations is further increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our managements attention from the operation of our business. If our operations are found to be in violation of any of the federal, state and foreign laws described above or any other current or future healthcare laws and regulations that apply to us, we may be subject to penalties, including significant criminal, civil and administrative penalties, damages and fines, disgorgement, additional reporting requirements and oversight, imprisonment for individuals, as well as contractual damages and reputational harm. We could also be required to curtail or cease our operations. Any of the foregoing consequences could seriously harm our business and our financial results.

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 Clinical Research Study could materially adversely affect the Companys business, financial condition and results of operations.

The Companys business is subject to a wide range of existing federal, state, local and foreign laws, regulations, ordinances, permits, contractual standards and sporting rules. These existing requirements apply not only to the Companys and its personnel, but also in certain cases to athletes participating in the Enhanced Games, the independent clinicians and researchers involved in its Clinical Research Study, and the third-party telehealth service providers that support Live Enhanced. In the case of the Enhanced Games, athlete participation may violate, or be alleged to violate, existing eligibility rules and codes of conduct of sports governing bodies and other athletic organizations, anti-doping and prohibited-substance frameworks, event permitting requirements, venue health and safety requirements, medical screening and emergency response obligations, sponsorship and endorsement requirements, and other legal requirements applicable to athletes, support personnel and substances used in training or competition. In addition, Live Enhanced and the Clinical Research Study are subject to existing laws and regulations relating to telehealth, the practice of medicine, physician supervision, prescribing and dispensing, pharmacy and laboratory operations, controlled substances, informed consent, human-subject research, IRB oversight, privacy and data security, advertising and marketing, and consumer protection. If the Company, the athletes with which it contracts, its investigators, its clinicians, or its third-party telehealth service providers fail, or are alleged to have failed, to comply with any of these existing requirements, the consequences could be significant. Athletes could be deemed ineligible to participate in certain events, other than the Enhanced Games, suspended or banned by sports organizations, disqualified, stripped of results, or lose endorsements, team opportunities or other professional opportunities. The Company could face investigations, subpoenas, warning letters, fines, civil or criminal penalties, injunctive relief, permit restrictions, mandated changes to protocols or operations, suspension or termination of the Clinical Research Study, loss of commercial relationships, athlete or consumer claims, refund obligations, event postponements or cancellations, and significant reputational damage. Even if any claim or enforcement action is ultimately resolved in the Companys favor, the burden and cost of responding to it and the related adverse publicity could make athletes less willing to participate in the Enhanced Games, make consumers less willing to use Live Enhanced, and make

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sponsors, broadcasters, venues, regulators and service providers less willing to work with the Company. Any of the foregoing could materially adversely affect the Companys business, financial condition and results of operations.

Risks Related to the Health, Safety, and Ethics of the Companys Operations

The Enhanced Games require specialized medical personnel, infrastructure and emergency-response capabilities. These requirements have been, and are expected to continue to be, costly and difficult to implement consistently across jurisdictions and, if inadequate, could expose the Company to significant liability, regulatory action and reputational harm.

As part of the preparation and delivery of its sporting events (including the Enhanced Games), the Company and its partners oversee and administer significant medical processes in respect of athletes and their enhancement protocols. These have required, and are expected to continue to require, significant expenditure in relation to the employment of medical personnel, the purchase of Performance-Enhancing Substances and other related costs.

Further, the Company has been, and expects to continue to be, required by venues, regulators, insurers,

partners and its own policies to provide specialized on-site medical personnel and infrastructure and to implement comprehensive emergency protocols. These requirements can include, among other things, a designated medical director, credentialed physicians and paramedical staff, on-site ambulances, advanced cardiac life-support capabilities and equipment, emergency medications and supplies, and real-time medical monitoring and triage procedures. The costs to plan, staff, equip and operate these capabilities for each event, and to train personnel and conduct drills, may be significant and variable by venue and jurisdiction and may increase over time as standards evolve. For the inaugural 2026 Enhanced Games, all athletes were required to undergo comprehensive pre-competition medical and health screenings, and, based on the advice of the Independent Medical Commission, the Company disqualified one athlete from participation on the basis of such medical evaluations. The Company expects that future events, including Enhanced Breakers events, will require similar medical personnel, infrastructure and emergency-response capabilities. "Independent Medical Commission" means an independent commission comprised of qualified physicians, scientists, and other medical experts responsible for establishing and overseeing the Company's medical eligibility criteria, health and safety protocols, performance-enhancing substance policies, athlete monitoring procedures, and related medical standards for its competitions and affiliated activities.

In each case, there can be no assurance that the Company will be able to pass these significant costs on to athletes, broadcasters, sponsors or host venues without adversely affecting demand, margins or its ability to stage events. Availability of appropriately trained event medical personnel and specialized equipment can be limited, particularly during peak event periods or in locations with constrained healthcare resources, which may require the Company to pay premium rates or reschedule, relocate or modify events. In addition, regulatory authorities, venue operators or insurers may impose new or heightened conditions as a requirement of permitting an event, which could further increase costs or cause delays or cancellations if the Company cannot comply on commercially reasonable terms.

If the Companys medical coverage or emergency response is inadequate, delayed or unsuccessful, participants or spectators could suffer serious injury or death. Such incidents could result in negative publicity; investigations or other regulatory actions; permit suspensions or denials; loss of venue access, sponsors and broadcast partners; and substantial liability, including negligence or wrongful-death claims. The Companys insurance coverage may be unavailable, insufficient or subject to significant deductibles and exclusions, and adverse claims experience could increase its premiums and retentions or limit future coverage availability. Any of the foregoing could materially and adversely affect its brand, business, results of operations and financial condition.

The Companys 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. Failure to do so could impair operations, compliance and the Companys ability to execute its strategy.

The Companys performance depends on the efforts and expertise of its management team and its medical and operational personnel. As it scales its events and expands its Live Enhanced platform, the Company expects to hire additional commercial, technical, medical, business and administrative employees. In certain jurisdictions, licensure and other regulations impose minimum staffing or credentialing requirements, and its ability to obtain and maintain such licensure may depend on employing or contracting with specific categories of personnel. If the Company cannot recruit and retain the talent necessary to meet these requirements and to support its operations, its ability to sustain and grow the business could be materially harmed.

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While the Company currently has a meaningful cohort of qualified medical and scientific personnel, continued growth may require it to add additional clinicians and other professionals on acceptable terms and timelines. Competition for experienced personnel is intense, and the loss of one or more key employees or higher-than-expected attrition could disrupt operations, delay initiatives and increase compensation and recruiting costs. If the Company does not effectively integrate new hires and scale its systems, processes and controls in step with headcount growth, it may fail to meet regulatory requirements, operational milestones or customer expectations.

Any inability to attract, retain and appropriately deploy qualified personnel could, among other things, delay product and service roadmaps, increase costs, hinder the Companys ability to obtain or maintain required licensure, limit its ability to attract talented competing athletes. These developments could materially adversely affect the Companys business, financial condition and results of operations.

Permitting athletes to use Performance-Enhancing Substances at events, even if limited to Market-Authorized Products, creates significant health, quality-control and regulatory risks and could result in serious injury, litigation, government action, reputational harm and other material adverse effects.

The Company permits athletes to use certain Performance-Enhancing Substances to improve cognitive and physical performance at its sporting events (including the Enhanced Games). While many such substances are included in Market-Authorized Products (i.e., products approved or otherwise authorized for marketing by the U.S. Food and Drug Administration or other applicable regulatory authorities), they may involve risks for particular individuals even when properly administered, and may be misused or improperly administered. Any adverse reaction suffered by a participant could lead to claims against the Company, negative publicity and withdrawal of support from partners and harm its business, financial condition and results of operations.

Further, while the Company implements careful protocols for its athletes in relation to enhancement regimes, the Company cannot fully control or verify what substances participants may choose to use outside these protocols, how they obtain them, how they combine them with other products or whether dosing and administration are medically appropriate. Despite the Companys rules that limit permitted substances to Market- Authorized Products and require medical supervision, athletes may engage in stacking, or other protocols that increase the risk of severe injury or death. The Company may adopt drug-testing and quality-control protocols and rely on third-party laboratories and personnel, but such measures may fail to detect unsafe, counterfeit, contaminated, imported or compounded products, or may produce false negatives or false positives. Errors in testing, chain of custody or medical oversight could expose the Company to negligence, product-liability, medical-malpractice or other claims and may lead to event delays, cancellations or suspensions. Some athletes may seek to use investigational products or participate in clinical research studies. The Company may be unable to determine whether a participant is using an investigational product, is complying with clinical research study protocols or is an appropriate candidate for such use. Use of investigational products or participation in clinical research studies in connection with the Enhanced Games could heighten the risk of claims that the Company permitted or encouraged unsafe practices, as well as inquiries from regulators, sponsors, venues or insurers.

As of the date of this Report, other than TRT, the Performance-Enhancing Substances currently contemplated for use in connection with the Enhanced Games are not designated as controlled substances; however, classifications can change over time, and laws vary by jurisdiction. If any permitted substance were to be scheduled as a controlled substance under the federal Controlled Substances Act or analogous state or foreign laws, the Company could face substantial compliance burdens and potential liability. The Company may be required to modify its operations, restrict or discontinue the use of certain substances, or forgo the Enhanced Games in particular jurisdictions, any of which could materially and adversely affect the Companys business, financial condition, results of operations or prospects.

Even if claims related to the use or misuse of Performance-Enhancing Substances are unsuccessful, defending them could be costly, divert managements attention and harm the Companys reputation. Insurance coverage may be unavailable, limited or subject to exclusions for activities related to Performance-Enhancing Substances, and any available coverage may be insufficient to cover its liabilities or increased premiums. Any of the foregoing could have a material adverse effect on the Company.

The Company is sponsoring a Clinical Research Study of Performance-Enhancing Substances and therefore faces significant liability and regulatory exposure.

In connection with the Companys organization and sponsorship of athletic competitions and related programs, the Company is sponsoring a Clinical Research Study in order to assess the safety and tolerability of Performance-Enhancing Substances. As sponsor of the Clinical Research Study, the Company is responsible for, among other things, selecting and overseeing qualified investigators and third-party service providers, providing study-related information, monitoring study

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conduct, helping to ensure compliance with study protocols and applicable legal and regulatory requirements, and promptly addressing and reporting significant adverse events, safety concerns or other study-related issues. Any such involvement carries inherent risk of product-liability and related claims. Claims may be brought by study participants, governmental authorities, or other third parties and may arise even if adverse events are ultimately determined to be unrelated to the investigational product.

Allegations could also involve inadequate disclosures of risks to participants, protocol deviations, data integrity issues, investigator non-compliance or misconduct, improper monitoring, or improper promotion or use in competition. Government regulators could initiate inquiries, suspend, restrict, condition or terminate the study, or pursue civil or criminal enforcement, and sports governing bodies and anti-doping organizations could impose sanctions or restrictions on participants in the Companys events or programs.

Any of the foregoing could result in, among other consequences:

significant defense costs and diversion of management time;

substantial settlements or judgments, including punitive damages where permitted;

withdrawal of clinical research study participants and delays, suspensions or terminations of research studies;

injury to its reputation and significant negative media attention; reduced demand for associated products or services, loss of commercial partners and sponsors, and decreased participation and attendance at its events;

restrictions on the ability to conduct future research studies, sponsor competitions, or commercialize or distribute products; and

fines, penalties, exclusion, debarment or other regulatory actions.

In connection with the Clinical Research Study, the Company has obtained human clinical trial liability insurance covering claims by participants arising from personal injury or death in the U.A.E., as required by applicable law in the U.A.E. However, this insurance is limited in scope and may not cover all claims, all categories of loss, all claimants, or activities occurring outside the U.A.E. or outside the Clinical Research Study. The policy is also subject to exclusions, conditions, limits, deductibles or retentions, and any claims could exceed available coverage or be disputed by the insurer. Contractual indemnities from investigators, manufacturers, contract research organizations or other partners may be limited, unavailable or unenforceable, and counterparties may lack the financial resources to honor them. For more information, see Risk Factors-Risks Related to the Companys Business Model, Commercial Operations and Operating Market-The Companys insurance, indemnification and other risk mitigation arrangements may be unavailable or insufficient to protect it against liabilities arising from Live Enhanced, the Enhanced Games and the Clinical Research Study, which could expose it to significant losses, which could materially harm the Companys business, financial condition, results of operations and prospects. Any of these outcomes could materially and adversely affect the Companys business, financial condition, results of operations and prospects.

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 the Companys business.

The Companys business plan includes organizing and sponsoring athletic competitions in which athletes may use Performance-Enhancing Substances. This model may face strong opposition from members of the public, advocacy groups, prominent sports organizations and medical institutions that view Performance- Enhancing Substance use in sport as unsafe or unethical. Opponents may assert that its events encourage young people to rely on Performance-Enhancing Substances or to use them under unsafe, unsupervised or unregulated conditions. Negative sentiment could depress athlete participation and audience interest; trigger boycotts, protests, venue refusals, or content-distribution restrictions; and strain or prevent relationships with broadcasters, advertisers, merchandisers and sponsors, harming the Companys reputation and revenues. Members of the medical community may contend that Performance-Enhancing Substance use in competition presents serious health risks, including the risk of overdose, adverse drug reactions and side effects, and unexpected medical emergencies. Adverse events at the Enhanced Games, the Companys other sporting events, in connection with the Companys Live Enhanced platform or in any research or clinical programs the Company sponsors or supports could intensify negative publicity, result in greater government scrutiny and more restrictive regulation of Performance-Enhancing Substances, and force it to modify its Performance-Enhancing Substance-focused model, reduce or discontinue certain events, or limit where and how it operates.

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Adverse public attitudes could also diminish or block key revenue streams, including broadcasting, merchandising, and ticketing. The Companys long-term profitability depends on both the perceived effectiveness of Performance-Enhancing Substances in enhancing performance and public acceptance of Performance-Enhancing Substance-enabled competition. More restrictive government regulation or sustained negative public opinion could therefore have a material adverse effect on its business, financial condition, results of operations, and prospects.

Risks Related to the Companys Competition and Industry Opposition

The Company faces intense competition from established sports organizations and other entertainment providers. This increased competition could reduce demand for the Enhanced Games and the Companys other products and services.

The markets in which the Company operates are highly competitive, in the United States and internationally. The Company competes for athletes, fans, media distribution, sponsorships, venues, host cities and production resources with traditional sports organizations and established leagues, including World Athletics, World Aquatics, the International Weightlifting Federation and the International Olympic Committee, among others, as well as with other forms of media, entertainment and leisure activities in a rapidly changing and increasingly fragmented environment.

These incumbents generally have longer operating histories, larger and more engaged fan bases, deeper financial and marketing resources, entrenched relationships with broadcasters and sponsors, and preferred access to venues and dates. They may leverage exclusive arrangements, preferred scheduling or other long-standing relationships to limit the Companys access to distribution, venues, permits or critical services, or to secure more favorable commercial terms. Sports governing bodies and anti-doping organizations may also set or influence rules, policies or standards that restrict elements of the Companys events or otherwise increase its costs or compliance burdens. In addition, current or new competitors could adopt formats similar to the Companys, reducing its differentiation, and industry consolidation could further concentrate resources and bargaining power among rivals.

Any increase in competition or failure to address competitive pressures could lead to, among other things:

lower attendance and digital viewership for the Companys events;

difficulty recruiting and retaining athletes and teams;

reduced attractiveness to broadcasters, streaming platforms and sponsors, and less favorable media rights, sponsorship or licensing terms;

higher costs to secure venues, production and talent, and to market its events;

scheduling conflicts, loss of access to key venues or broadcast windows, or delays and cancellations; and

erosion of its brand and reduced ability to expand into new markets.

Any of the foregoing could materially and adversely affect the Companys business, financial condition and results of operations.

Actions by traditional sports organizations, such as bans, sanctions or threats of career consequences, could materially impair the Companys ability to recruit and retain athletes, coaches and other key talent, which would reduce the appeal of its events and harm its business.

The Companys business depends on identifying, recruiting and retaining athletes and coaches with elite performance and audience appeal. Traditional sports governing bodies, leagues and federations exert significant influence over sports professionals and have, and may continue to, discourage or prohibit participation in the Companys events through public statements, rules, suspensions, loss of eligibility, or other penalties. If athletes, coaches or staff are deterred from working with the Company, its access to top talent would be limited, which would reduce the quality and attractiveness of the Enhanced Games, diminish media and sponsor interest, and adversely affect its results of operations.

Even where athletes are willing to participate, the Companys ability to retain them is uncertain. Athletes may stop participating for a variety of reasons, and the Company cannot guarantee that it will continue to identify, recruit or retain key athletes or coaches. The costs to attract and retain talent, such as appearance fees, guaranteed payments, profit-sharing, training and medical support, could increase materially. Any serious or untimely injury, illness, unexpected retirement or death of a key athlete could reduce interest in the Enhanced Games and negatively affect operating results.

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The Company may maintain insurance that covers certain payments to or on behalf of athletes in the event of death or disability; however, such insurance, if available at all, typically does not compensate for lost revenues, reduced popularity of events or increased costs to source replacements, and may include significant limits, exclusions and deductibles. The Company may choose not to obtain, or be unable to obtain, such insurance in some cases, and replacing a high-profile athlete or coach may require higher compensation and may not restore audience appeal.

Because the Enhanced Games and the Companys other sporting events are expected to be a principal driver of revenue, both on a standalone basis and by increasing demand for the Companys Live Enhanced platform, any limitation on the Companys ability to recruit and retain participants would materially and adversely affect its business, financial condition and results of operations.

Venues, broadcasters, sponsors and key equipment or service providers may refuse to work with the Company or withdraw from existing or anticipated arrangements, whether due to pressure from incumbent organizations, regulatory or permitting decisions, or reputational concerns, which could delay or prevent the Enhanced Games and other sporting events, increase costs, impair monetization and materially adversely affect the Companys business, financial condition, results of operations.

The Companys ability to stage events and generate revenues from related media and sponsorship arrangements depends on maintaining and expanding relationships with venue owners and operators, promoters, broadcasters and streaming platforms, advertising partners and sponsors and specialized vendors (including production, timing or scoring, medical and safety, ticketing and payment services). The live events and sports industries are relationship-driven; access to venues and rights is often secured through the personal networks and credibility of promoters, executives and other key personnel. If it loses such personnel or if such relationships deteriorate, the Company may fail to obtain or retain critical rights on favorable terms, if at all. Many counterparties have broad discretion over whether to work with the Company, and agreements may be terminable at will or on short notice.

Further, incumbent organizations and stakeholders may seek to deter counterparties from working with the Company by exerting commercial leverage, threatening to enforce exclusivity or non-compete obligations, or initiating or threatening legal and regulatory actions. Even if any such claims lack merit, counterparties may decline to enter into agreements with the Company, refuse to perform under existing arrangements, or terminate relationships to avoid perceived risk or controversy. In addition, regulatory decisions or processes can influence counterparties willingness or ability to support the Companys events and content. For example, federal, state or local regulators may also adopt positions that increase perceived regulatory risk for venue partners, including any adoption of adverse regulatory positions in Nevada that may lead the Companys partners (including Resorts World Las Vegas) to withdraw.

Broadcasters or streaming platforms may change their content policies or prioritize relationships with incumbent organizations, or a major sponsor may invoke a morals, reputational, regulatory-approval or force-majeure clause to suspend or terminate its commitments to the Company.

Further, as an important component of its wider business model, the Company intends to initially sponsor clinical research studies of certain approved medical compounds in the U.A.E., which are dependent on the approval of the Department of Health Abu Dhabi and the relevant IRB. The Companys operations could be adversely affected if the Department of Health Abu Dhabi for any reason withdraws support for the Clinical Research Study or the relevant IRB declines to approve relevant protocols.

Any of these developments could force the Company to relocate or reschedule events, reduce the scale or production quality of its programming, or accept less favorable economics, and it may be unable to secure adequate replacement partners on commercially reasonable terms or within required timelines.

Some of the Companys current discussions and arrangements with intended suppliers of facilities and equipment may be at the letter-of-intent or non-binding term-sheet stage, subject to extensive conditions precedent (including regulatory approvals, due-diligence findings and internal committee approvals), or contingent on third-party consents. These counterparties may elect not to proceed, and signed agreements often condition performance on continued compliance with policies, guidelines and brand standards that are inherently subjective. As a result, the Company may incur significant sunk costs without a corresponding revenue opportunity, and the Companys cash needs may increase if it must develop contingency plans on short notice.

The withdrawal of one or more high-profile venues, broadcasters, sponsors or critical vendors could cause negative publicity or encourage other counterparties to reassess their commitments, compounding the impact on the Companys

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pipeline. These outcomes could reduce event frequency, attendance and viewership; decrease sponsorship and media revenue; impair its ability to attract and retain athletes and commercial partners; and increase operating costs.

There can be no assurance that the Company will be able to maintain necessary venue access, broadcast distribution, sponsorship support or key vendor relationships, or that it can replace any lost counterparties on acceptable terms or timelines. The occurrence of any of the foregoing could materially adversely affect its business, financial condition and results of operations.

Coordinated actions by sporting federations, anti-doping agencies, public-health and academic institutions, advocacy groups and other groups could lead to restrictive policies and business practices that limit the Companys operations, increase its costs, harm its reputation and impede its growth.

The Company may be the subject of coordinated opposition from sporting federations, anti-doping agencies, public-health groups, academic institutions and other organizations. Such bodies may engage in lobbying, public-relations campaigns, research publications and other efforts aimed at persuading policymakers, regulators and private counterparties to adopt positions adverse to the Companys business. These campaigns could focus on event permitting and licensing, broadcast and content standards, insurance availability, sponsorship practices, venue access and other areas critical to its operations.

Even where such efforts do not result in formal prohibitions, they may create practical barriers that materially affect the Company. For example, coordinated campaigns or pressure from stakeholders could result in (i) denials, delays or revocations of event permits, licenses or approvals; (ii) content moderation, age-gating, demonetization or refusal to carry its content by broadcasters, streaming services or social-media platforms; (iii) refusals by venues, insurers, payment processors, ticketing platforms, advertisers, sponsors or other partners to do business with us, or the imposition of onerous terms; (iv) negative media attention that damages its brand and discourages athlete, fan, sponsor or employee participation; and (v) increased exposure to investigations, enforcement actions or litigation and higher compliance, public-relations and legal costs.

The scope and intensity of any such opposition may vary by jurisdiction and over time, and the Company may be required to commit significant resources to stakeholder engagement, compliance and reputation management. There can be no assurance that its responses will be effective or that it will be able to maintain access to the permits, platforms, partners and services necessary to operate as planned. Any of the foregoing could materially and adversely affect its business, financial condition and results of operations.

Coordinated advocacy and negative publicity opposing the use of Performance-Enhancing Substances could materially harm the Companys brand, limit acceptance of its events and products.

The Company operates a novel and untested business model that depends on public acceptance of the use of Performance-Enhancing Substances in connection with athletic competitions and related content. Public advocacy groups, established sports organizations, medical institutions, athlete associations and media outlets may coordinate public relations campaigns against Performance-Enhancing Substances use generally or against the Companys events and related offerings specifically. The Company cannot assure investors that such opposition will not succeed in discouraging consumer acceptance, persuading regulators or venues to restrict or deny approvals, or otherwise limiting the Companys ability to execute its strategy. Any successful effort to curtail acceptance of, or limit or prohibit, activities related to Performance-Enhancing Substances in its markets could adversely affect its business.

Opponents could, among other things, (i) lobby for the adoption, reinterpretation or enforcement of laws, regulations or health policies that restrict or prohibit Performance-Enhancing Substance-related competitions, distribution or marketing; (ii) pressure broadcasters, streaming platforms, app stores, social-media channels or other distribution partners to limit carriage of the Companys content; (iii) advocate for restrictions on its advertising and sponsorships or for age-gating and content-labeling requirements; (iv) encourage venues, athletic commissions, insurers, payment processors, banks and other service providers to decline to work with the Company; and (v) organize consumer boycotts, online campaigns, or other actions that amplify negative sentiment. The Company cannot predict the likelihood, timing, scope or terms of any such initiatives or resulting legislative, regulatory or commercial responses, or the extent to which they may affect its business.

The Companys reputation and brand could also be harmed by negative media coverage or incidents regardless of whether such events are attributable to its protocols or controls. Any failure to respond promptly and effectively to adverse publicity, including misinformation, could exacerbate reputational harm. Maintaining and enhancing its brand may require

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substantial investments in education, medical engagement, safety protocols, compliance and communications, and there is no assurance such investments will be successful.

If advocacy campaigns or negative publicity are successful, the Company could experience reduced ticket demand, lower viewership and engagement, loss of sponsors and commercial partners, termination or non-renewal of distribution agreements, constraints on merchandising and licensing, higher insurance and compliance costs, restricted access to venues or jurisdictions, delays in event launches and increased litigation or regulatory scrutiny. Any of the foregoing could materially and adversely affect the Companys business, financial condition and results of operations.

Risks Related to the Companys Capital Structure and Governance

The Companys dual-class share structure concentrates voting power and may adversely affect governance and share value.

The Companys capital structure includes two classes of shares: Class A common stock, entitled to one vote per share, and Class B common stock, entitled to ten votes per share. Apeiron, together with its affiliates, beneficially owns a substantial portion of the Class A common stock and all of the Class B common stock. As a result, Apeiron has outsized disproportionate voting power relative to its economic interest and is able to exert significant influence over the election and removal of directors, the approval of mergers, acquisitions or other business combinations, the sale of all or substantially all of the Companys assets, the issuance of additional securities, and amendments to the Companys organizational documents, among other matters. This concentration of voting power could delay or prevent a change in control, discourage actions or transactions that other shareholders may view as beneficial, or otherwise limit the ability of the Companys other shareholders to influence its corporate policies and strategic direction.

The disparity between the voting rights of the Class A common stock and Class B common stock means that, where the holders of Class B common stock may have interests that differ from those of other shareholders, the Company may make decisions, or take actions, that are not aligned with the preferences of holders of the Class A common stock. Further, there is no time-based sunset or ownership threshold that reduces or eliminates the super voting rights over time, which may allow this concentration of control to persist.

In addition, Apeiron and its affiliates may engage in related-party or other strategic transactions with the Company. Even where such transactions are reviewed and approved in accordance with applicable law and the Companys related-party transaction policies, the perception of disproportionate voting influence could adversely affect investor confidence or the trading price of the Companys Class A common stock. Concentrated control may also make the Company less attractive to potential acquirors and could reduce the likelihood of the Companys shareholders receiving a control premium for their common stock.

The super voting structure could further affect the Companys corporate governance profile and the voting outcomes of shareholder proposals, including those related to director elections, executive compensation, and governance reforms. As a result, the market price of the Companys Class A common stock could be adversely affected, and holders of Class A common stock may have limited ability to influence the outcome of matters requiring shareholder approval. Given the super voting structure of its Shares, the Company is deemed a controlled company under the corporate governance rules of NYSE. As a controlled company, the Company relies on exemptions from certain corporate governance requirements otherwise applicable to listed companies, including requirements relating to board independence and committee composition. The Company relies on these exemptions such that the majority of the Companys board of directors is not comprised of independent directors and its nominating and corporate governance committee and compensation committee are not fully comprised of independent directors. Even though the Company does not intend to rely on the full set of available exemptions now, it may elect to do so in the future, and as a result, shareholders could lose the protections afforded to shareholders of companies without such corporate governance exemptions.

Apeiron holds a supermajority of the Companys voting power and its rights under the Sponsor Equity Agreement may further strengthen its influence over the Company.

Apeiron holds a supermajority of the Companys voting power by virtue of its holding of Class A common stock and Class B Common Stock. Additionally, under the Sponsor Equity Agreement, Apeiron and the Sponsor each have put and call options with respect to the Sponsors equity interests in the Company. If Apeiron exercises its call option, or if the Sponsor exercises its put option, Apeiron would acquire an additional equity stake in the Company by acquiring the Sponsors Class A common stock. Any such acquisition would further consolidate Apeirons ownership position and reinforce its ability to influence or determine the outcome of matters requiring shareholder approval. As a result, Apeiron has significant influence over the composition of the Companys board of directors, the approval of mergers, acquisitions,

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or other strategic transactions, the authorization of additional securities, and other matters submitted to shareholders. This level of ownership and influence makes it exceedingly difficult for other shareholders to affect the Companys governance or strategic direction if their views differ from those of Apeiron. While the Company believes its governance framework will continue to support effective oversight and alignment with shareholder interests, there can be no assurance that Apeirons objectives will in all cases coincide with those of other shareholders.

The existence or exercise of the put option or call option may also affect perceptions of the Companys governance structure, strategic flexibility, and independence, or influence how investors and other stakeholders view the Companys capital structure and market value.

The Companys 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.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the SP 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual-class structure of the Companys common stock may prevent the inclusion of Class A common stock in such indices and may cause shareholder advisory firms to publish negative commentary about its corporate governance practices or otherwise seek to cause the Company to change its capital structure. Any such exclusion from indices could result in a less active trading market for Class A common stock. Any actions or publications by shareholder advisory firms critical of the Companys corporate governance practices or capital structure could also adversely affect the value of the Class A common stock.

The registration of shares for resale and the exercise of registration rights may adversely affect the market price of Class A common stock.

In connection with the Business Combination, Enhanced Group has entered into, or assumed obligations under, registration rights arrangements that require it to register for resale shares of Class A common stock held by the Sponsor and certain other securityholders, subject to customary conditions.

Further, a significant number of shares of Class A common stock held by existing Enhanced investors and issued to investors in the Companys 2025 private placement of SAFEs as a result of the conversion of their SAFEs may become eligible for resale and, following the expiration of negotiated lock-up periods, shares of Class A common stock held by the Sponsor, directors, officers and other existing shareholders, option holders and warrant holders and, once Enhanced Group files its anticipated registration statement on Form S-8, shares of Class A common stock underlying equity awards, may also become available for resale at various times. While we have filed a registration statement relating to the shares of Class A common stock and accompanying PIPE Warrants issued in the Tranche 1 Closing, we may be required to file an additional registration statement for the resale of additional shares of Class A common stock if the anti-dilution adjustment contained in the PIPE Warrants is triggered, as well as in connection with the securities issued in connection with the Tranche 2 Closing and the Tranche 3 Closing. In addition, existing shareholders are subject to staged lock-up releases following the closing and consummation of the Business Combination (the Closing), which may permit the sale of additional shares of Class A common stock into the public market at various times after the Closing. Enhanced Group may agree to early releases or waivers of any such lock-up restrictions based on the satisfaction of certain market price conditions, which may increase the number of shares of Class A common stock sold into the public market. In addition, certain holders may sell Class A common stock pursuant to pre-arranged Rule 10b5-1 trading plans or to satisfy tax withholding obligations upon the vesting or settlement of equity awards. Sales of a substantial number of shares of Class A common stock into the public market, or the perception that such sales may occur, could adversely affect the trading price of Class A common stock and increase volatility.

A significant number of shares of Class A common stock may be sold into the market in the near future, which could cause the market price of Class A common stock to decline significantly, even if our business is performing well.

A substantial number of shares of Class A common stock are, or may become, eligible for resale in the public market, which together with our resale registration statement on Form S-1 (file No. 333-295777) represents approximately 5.0% of the Class A common stock outstanding as of June 30, 2026. As a result, the shares being registered for resale represent a substantial portion of the outstanding Class A common stock and represents a meaningful portion of the outstanding Class A common stock and public float. The sale of substantial amounts of Class A common stock in the public market by certain securityholders, or the perception that such sales could occur, could adversely affect the prevailing market price of the Class A common stock and increase volatility.

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In addition, certain securityholders acquired or will acquire their securities at prices lower than the prices paid by public investors for A Paradises public securities or lower than the market price of the Class A common stock following the Closing. As a result, even if the market price of the Class A common stock declines below the price paid by public investors, certain securityholders may still have an incentive to sell because they may realize a positive return on securities purchased at lower prices. Public investors may not experience similar returns on the securities they purchase. This disparity in purchase prices could increase selling pressure on the Class A common stock and contribute to a significant decline in the market price of the Class A common stock.

Apeiron, its affiliates and certain related shareholders, may pledge or otherwise transfer economic interests in a significant number of shares of our Class A common stock, which could result in sales of such securities and adversely affect the market price of our Class A common stock.

In consideration for Apeirons entry into the Working Capital Note, the lock-up restrictions applicable to Apeiron, its affiliates and certain related shareholders under the Transaction Support Agreement cease to apply to any shares of Enhanced Group with respect to which Apeiron or its applicable affiliates enter into any pledge, hedge, swap or other arrangement that transfers to another person, or disposes of, any interests, including the economic consequences of ownership, in such shares. Accordingly, Apeiron may pledge, hedge, swap or otherwise transfer economic interests in, and sell, up to 29,692,247 shares of Class A common stock without complying with the lock-up restrictions otherwise applicable to such shares.

As a result, these shares may be pledged or otherwise subject to financing or derivative arrangements. If Apeiron or its affiliates are unable to meet their obligations under such arrangements, their lenders or counterparties may foreclose on or otherwise dispose of such shares, including through sales into the public market. Any such sales, or the perception that such sales may occur, could result in a decline in the market price of our Class A common stock. In addition, the existence of such arrangements may increase the volatility of our Class A common stock and create uncertainty in the market regarding the potential for future sales.

Because the Company is a controlled company as defined in the NYSE listing standards, the Companys stockholders may not have protection of certain corporate governance requirements which otherwise are required by NYSEs rules.

Under NYSEs rules, a controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company. The Company is a controlled company because Apeiron and its affiliates together hold more than 50% of the Companys voting power. For so long as it remains a controlled company, the Company will not be required to comply with certain corporate governance requirements, and will be permitted to elect to rely, and may rely, on certain exemptions from certain corporate governance requirements, including:

the Companys board of directors is not required to be comprised of a majority of independent directors;

the Companys board of directors is not subject to the compensation committee requirement; and

the Company is not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors.

The Company intends to partially rely on these exemptions such that the Companys board of directors is not comprised of a majority of independent directors and its nominating and corporate governance committee and compensation committee are not fully comprised of independent directors. As a result, to the extent that it takes advantage of these exemptions, stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. If the Company ceases to be a controlled company in the future, it will be required to comply with the NYSE listing standards, which may require development of certain other governance-related policies and practices. These and any other actions necessary to achieve compliance with such rules may increase its legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on its resources.

Provisions of Enhanced Groups organizational documents and Texas law could delay or prevent a change in control, limit stockholder actions and make it more difficult for stockholders to effect changes in its management.

Enhanced Groups organizational documents contain provisions that could have the effect of discouraging, delaying or preventing a change in control or changes in management or the board of directors, even if such changes would be beneficial to holders of Class A common stock. In addition to the dual-class structure, these provisions include, among others, the ability of the board of directors to determine the size of the board and fill vacancies on the board, limitations on the ability of stockholders to remove directors, supermajority voting requirements for certain stockholder actions,

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restrictions on who may call special meetings, advance-notice procedures and other procedural requirements for stockholder nominations and proposals, and the authority of the board of directors to issue preferred stock with rights and preferences designated by the board. These provisions could discourage unsolicited acquisition proposals or activist campaigns, reduce the likelihood that stockholders receive a premium for their shares in connection with a change in control and adversely affect the market price of Class A common stock.

The exclusive-forum provisions in our organizational documents could limit our stockholders ability to choose the judicial forum for disputes with us or our directors, officers or other employees.

The Certificate of Formation provides that, to the fullest extent permitted by law and unless Enhanced Group consents in writing to the selection of an alternative forum, the courts of the State of Texas (and, if such courts lack jurisdiction, the federal district courts located in the State of Texas) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Enhanced Group, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director, officer or other employee of Enhanced Group to Enhanced Group or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Texas Business Organizations Code, the Certificate of Formation or the Bylaws (each as may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.

Notwithstanding the foregoing, the exclusive-forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or to any other claim for which the federal courts have exclusive jurisdiction. These provisions may discourage lawsuits against Enhanced Groups directors and officers by limiting the forums in which such lawsuits may be brought and by requiring stockholders to bring certain claims in the courts of the State of Texas or the federal courts located therein. Although similar provisions have been upheld in some circumstances, a court could determine that such a provision is inapplicable or unenforceable. If a court were to find the exclusive-forum provision in the Certificate of Formation to be inapplicable or unenforceable with respect to one or more types of actions, Enhanced Group may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, results of operations and financial condition.