Enhanced Group (ENHA) investor buys $5M in shares and warrants

Rhea-AI Filing Summary

Enhanced Group Inc. (ENHA) is the subject of an amended Schedule 13D filing by a reporting investor, Maximilian Martin, who reports beneficial ownership of 12,722,637 shares of Class A Common Stock, including 1,285,347 shares underlying currently exercisable warrants. This represents 9.6% of the Class A Common Stock, based on 132,378,332 shares outstanding as of August 14, 2026.

The investor acquired 1,285,347 shares of Class A Common Stock and accompanying warrants for an aggregate purchase price of approximately $5 million, at a combined price of $3.89 per share plus warrant, in a June 14, 2026 private placement that closed on August 14, 2026. Enhanced Group Inc. also entered into a Registration Rights Agreement, committing to file and seek effectiveness of a resale registration statement for these shares and the warrant shares within specified SEC review timelines.

Filing Explained

The amendment separates issued common shares from exercisable warrant shares and presents conflicting share-count bases for its ownership percentage.

The amendment reports that the holder’s $12,722,637 beneficially owned securities comprise 11,437,290 shares of Class A common stock and 1,285,347 shares underlying currently exercisable warrants.

The completed issuance therefore is not a report of 12,722,637 already-issued common shares: 1,285,347 are warrant shares underlying exercisable warrants, while the filing separately identifies 11,437,290 common shares.

The filing gives two ownership denominators: its cover page states 9.6% using 132,378,332 shares outstanding as of August 14, 2026, while Item 5 bases the percentage on 128,972,162 shares outstanding.

The filing does not explain the difference between those denominators or state a second percentage, so the ownership percentage is not presented on one consistently reconciled basis. The completed common-stock issuance and warrant overhang are the structural implications for existing common holders.

Key Figures

Beneficial ownership: 12,722,637 shares Ownership percentage: 9.6% Shares outstanding (cover): 132,378,332 shares +5 more

8 metrics

Beneficial ownership 12,722,637 shares Class A Common Stock beneficially owned by the reporting person

Ownership percentage 9.6% Percent of Class A Common Stock based on 132,378,332 shares outstanding as of August 14, 2026

Shares outstanding (cover) 132,378,332 shares Class A Common Stock outstanding as of August 14, 2026 used for percentage calculation

Shares outstanding (Item 5) 128,972,162 shares Class A Common Stock outstanding as disclosed by the issuer for Item 5

Shares purchased in private placement 1,285,347 shares Class A Common Stock acquired by the reporting person under the Purchase Agreement

Warrants acquired 1,285,347 warrants Warrants to purchase Class A Common Stock acquired with the shares

Aggregate purchase price $5 million Approximate total paid for 1,285,347 shares and accompanying warrants

Combined price per share and warrant $3.89 Combined purchase price per share of Class A Common Stock and accompanying Warrant

Key Terms

Schedule 13D, beneficially owned, Private Placement, Registration Rights Agreement, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 1 to amends and supplements the statement on originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 12,722,637.00"

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

Private Placement financial

"to the Reporting Person and the other investors in a private placement (the "Private Placement")"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Registration Rights Agreement regulatory

"entered into a registration rights agreement with the Reporting Person (the "Registration Rights Agreement")"

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

warrants financial

"accompanying warrants to purchase 1,285,347 shares of Class A Common Stock (the "Warrants")"

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

FAQ

What ownership stake in ENHA does Maximilian Martin report in this Schedule 13D/A?

The reporting investor discloses beneficial ownership of 12,722,637 shares of Enhanced Group Inc. Class A Common Stock, including shares underlying warrants. This represents 9.6% of the class, based on 132,378,332 shares outstanding as of August 14, 2026.

How many ENHA shares and warrants did the investor buy in the recent private placement?

The investor acquired 1,285,347 shares of ENHA Class A Common Stock and accompanying warrants to purchase 1,285,347 shares. These securities were purchased under a June 14, 2026 Purchase Agreement in a private placement that closed on August 14, 2026.

What was the total price paid and per-security price in the ENHA private placement?

The investor paid an aggregate purchase price of approximately $5 million for the ENHA securities. The combined purchase price was $3.89 per share of Class A Common Stock and accompanying warrant under the June 14, 2026 Purchase Agreement.

What registration rights did Enhanced Group Inc. grant in connection with this ENHA investment?

Enhanced Group Inc. entered a Registration Rights Agreement to file a resale registration statement for the purchased shares and warrant shares within 30 days of closing and to use commercially reasonable efforts to have it declared effective within specified SEC review-based deadlines.

How many ENHA shares outstanding were used to calculate the reported ownership percentage?

The reported 9.6% ownership stake is calculated using 132,378,332 shares of ENHA Class A Common Stock outstanding as of August 14, 2026. Elsewhere, the filing also references 128,972,162 shares outstanding as disclosed by the company.

Are the ENHA warrants held by the investor currently exercisable?

Yes. The filing states that 1,285,347 shares of ENHA Class A Common Stock underlying the investor’s warrants are currently exercisable. These warrant shares are included in the reported beneficial ownership of 12,722,637 shares.

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Available on EDGAR 08/18/2026 - 08:25 PM Accepted by SEC EDGAR 08/18/2026 - 08:25 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Enhanced Group Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Maximilian Martin
169 Madison Avenue,
New York, NY, 15101
929-357-2672

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

08/14/2026

(Date of Event Which Requires Filing of This Statement)

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

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

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Maximilian Martin

2

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

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

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

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,722,637.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 12,722,637.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,722,637.00

12

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

13

Percent of class represented by amount in Row (11)

9.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percent of class is calculated based on 132,378,332 shares of Class A Common Stock outstanding as of August 14, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Enhanced Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 169 Madison Avenue, Suite 15101, New York, NEW YORK , 10016.
Item 1 Comment: This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 14, 2026 (as amended, the "Schedule 13D") relating to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Enhanced Group Inc., a Texas corporation (the "Issuer"), whose principal executive offices are located at 169 Madison Avenue, Suite 15101 New York, NY 10016. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired the shares of Class A Common Stock reported herein with personal funds. The aggregate purchase price for the 1,285,347 shares of Class A Common Stock and accompanying warrants acquired by the Reporting Person was approximately $5 million. The Reporting Person acquired such shares and warrants pursuant to a securities purchase agreement with certain investors, including the Reporting Person, dated as of June 14, 2026 (the "Purchase Agreement"), pursuant to which the Issuer agreed to issue and sell shares its Class A Common Stock to the Reporting Person and the other investors in a private placement (the "Private Placement"). The information set forth in or incorporated by reference into Item 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.
Item 4.	Purpose of Transaction
	Purchase Agreement. On June 14, 2026, the Issuer entered into the Purchase Agreement pursuant to which the Issuer agreed to issue and sell to the Reporting Person: (A) 1,285,347 shares of Class A Common Stock and (B) accompanying warrants to purchase 1,285,347 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and accompanying Warrants were issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant was $3.89. The Private Placement closed on August 14, 2026, after the effectiveness of the Stockholder Consent (as defined in the Purchase Agreement). Registration Rights Agreement. On June 14, 2026, the Issuer also entered into a registration rights agreement with the Reporting Person (the "Registration Rights Agreement"), pursuant to which the Issuer has agreed to file a registration statement under the Securities Act with the SEC, covering the resale of the Class A Common Stock and the shares of Class A Common Stock underlying the Warrants no later than 30 days following the applicable closing date and to use commercially reasonable efforts to have the registration statement declared effective by the SEC at the earliest possible date but no later than the earlier of the 90th calendar day following the initial filing date of the registration statement, if the SEC notifies the Company that it will "review" the registration statement, and the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be "reviewed" or will not be subject to further review. The foregoing description of the Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by the full text of the form of such agreements, which are attached as exhibits to this Schedule 13D and incorporated herein by reference
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The securities reported herein include (i) 11,437,290 shares of Class A Common Stock and (ii) 1,285,347 shares of Class A Common Stock underlying warrants, which are currently exercisable. The ownership percentage set forth herein is based on 128,972,162 shares of Class A Common Stock outstanding as disclosed by the Issuer.
(b)	The information contained on the cover pages is incorporated by reference to this Item 5.
(c)	Except as described in Item 4, the Reporting Person has not effected any transactions in the Class A Common Stock since the most recent filing on Schedule 13D.
(d)	None
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in or incorporated by reference into Item 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6. Except as set forth herein, the Reporting Persons has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 6: Form of Purchase Agreement, dated as of June 14, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026). Exhibit 7: Form of Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026). Exhibit 8: Form of Registration Rights Agreement, dated as of June 14, 2026 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026).

SIGNATURE

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

Maximilian Martin

Signature:	/s/ Emily Tabak
Name/Title:	Emily Tabak/Attorney-in-Fact
Date:	08/18/2026