Item 4 — Purpose of Transaction
Business Combination On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Enhanced Ltd., with Enhanced Ltd. surviving the merger as a wholly owned subsidiary of the Issuer (the "Business Combination"). As a result of the Business Combination, each share of Enhanced Ltd. common share issued and outstanding immediately prior to the effective time of the Business Combination was, pursuant to the Merger Agreement, canceled and converted into the right to receive a number of shares of Class A Common Stock based on the exchange ratio as defined in the Merger Agreement. Additionally, pursuant to the Merger Agreement, the Reporting Persons received 258,837,933 shares of Class B Common Stock. The Class B Common Stock is entitled to 10 votes per share, is not convertible into Class A Common Stock and is not entitled to dividends. Transaction Support Agreement In connection with the Business Combination, the Issuer entered into Transaction Support Agreements with certain investors of the Issuer, including the Reporting Persons. Among other terms, parties to the Transaction Support Agreements are subject to lock up restrictions, pursuant to which such shareholders may not transfer any of their Class A Common Stock during the applicable period, subject to certain releases, as described in the Transaction Support Agreement. In consideration for Apeiron providing the Issuer with a working capital note for a line of credit commitment of up to $20.0 million, the Issuer agreed that the lock-up restrictions applicable to Apeiron and its affiliates under the Transaction Support Agreement would, in the event Apeiron or its applicable affiliates entered into any pledge, hedge, swap or other arrangement that transfers to another, or disposes of (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)), any of the interests (including economic consequences of ownership) with respect to any shares of the Issuer, cease to apply to such shares. Registration Rights Agreement On the Closing Date, the Issuer and certain investors of the Issuer, including the Reporting Persons, entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Issuer agreed to register for resale certain securities of the Issuer. Additionally, the Registration Rights Agreement provides for customary "demand" and "piggyback" registration rights for the stockholders. Sponsor Equity Agreement In connection with the execution of the Merger Agreement, Apeiron and A SPAC IV (Holdings) Corp., a British Virgin Islands company (the "Sponsor"), entered into the Sponsor Equity Agreement, pursuant to which, among other things, (i) Apeiron granted the Sponsor a call option to require Apeiron to purchase up to 100%, and the Sponsor granted Apeiron a Put Option to purchase, up to 100%, but no less than 78%, of certain of the equity securities in the Issuer held by the Sponsor (as described in the Sponsor Equity Agreement) (the "Sponsor Securities"), in each case in accordance with the terms and conditions set forth therein, and (ii) Apeiron paid the Sponsor a deposit of $5,500,000, which is generally non-refundable. Under the terms of the Sponsor Equity Agreement, following the closing of the Business Combination, and during the 90-day period thereafter, the Sponsor will have a put option to sell to Apeiron up to 100%, and Apeiron will have a call option to require the Sponsor to sell to Apeiron, up to 100% (and not less than 78%) of the Sponsor Securities, free and clear of liens (other than certain customary restrictions). The purchase price for the Sponsor Securities pursuant to the put option or call option will be determined based on the percentage of the Sponsor Securities delivered, as set forth in the Sponsor Equity Agreement, less the deposit amount previously paid by Apeiron. The maximum purchase price for the put option and call option are in a range of $6,700,000 to $9,000,000 and in a range of $11,000,000 to $15,500,000, respectively, in each case depending on the percentage of the Sponsor Securities delivered upon exercise of the put option or call option and, furthermore, in each case less the deposit previously paid by Apeiron. The put option and the call option may only be exercised during the specified 90-day option period and are subject to certain procedural and closing conditions set forth in the Sponsor Equity Agreement. The foregoing description of the Transaction Support Agreement, Registration Rights Agreement, and the Sponsor Equity Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreement, which are attached as exhibits to this Schedule 13D and incorporated herein by reference General The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments