Enhanced Group Inc-A美股招股说明书(2026-05-13版)

Secondary Offering ofUp to 58,887,030 Shares of Class A Common StockUp to 2,000,080 Shares of Class A Common Stock Issuable Upon Exercise of SAFE WarrantsUp to 817,005 Shares of Class A Common Stock Issuable Upon Exercise of Consultant Warrants This prospectus relates to the offer and sale from time to time by the Selling Securityholders, of up to an aggregate of 61,704,115 shares of Class A common stock,consisting of (i) 58,887,030 shares that were issued in connection with the Closing of the Business Combination, the average acquisition price of which ranged from$0.17 to $8.89, (ii) 2,000,080 shares of Class A common stock issuable upon the exercise of SAFE Warrants that were issued in connection with the Closing of theBusiness Combination, each of which is exercisable at a price of $10.00 per share, and (iii) 817,005 shares of Class A common stock issuable upon the exercise ofConsultant Warrants, each of which is exercisable at a price of $9.32 per share. See the footnotes to the “Selling Securityholders” table for more details on acquisitionprice of the Class A common stock and exercise of the SAFE Warrants and Consultant Warrants. On November 26, 2025 and as previously announced, Enhanced Group (f/k/a A Paradise) entered into a Business Combination Agreement with Merger Sub, andEnhanced. Also on November 26, 2025, Enhanced entered into the Private Placement Investment, pursuant to which it issued SAFEs to certain investors in an aggregateamount of approximately $40,000,000. In connection with, and immediately prior to, the Closing of the Business Combination, all outstanding SAFEs converted intoEnhanced common shares based on a $1,200,000,000 post-money valuation cap and Enhanced’s fully diluted capitalization, which Enhanced common shares wereexchanged for shares of Class A common stock. In addition, upon such conversion, the SAFE investors received SAFE Warrants equal to 50% of the number of sharesof Class A common stock issued to them, exercisable at the applicable SAFE conversion price. On May 6, 2026, as contemplated by the Business Combination Agreement, A Paradise filed an application to discontinue as a business company with the BVIRegistrar of Corporate Affairs, together with the necessary accompanying documents, and filed a certificate of formation and a certificate of conversion of a foreignentity converting to a Texas filing entity with the Secretary of State of the State of Texas, under which A Paradise domesticated and continued as a Texas corporation. OnMay 7, 2026, as contemplated by the Business Combination Agreement, Merger Sub merged with and into Enhanced, with Enhanced surviving the merger as a whollyowned subsidiary of A Paradise, after which Enhanced merged with and into A Paradise, with the Company surviving the Second Merger. Upon consummation of theBusiness Combination, A Paradise changed its name to “Enhanced Group Inc.” On May 8, 2026, the Class A common stock began trading on the New York StockExchange under the symbol “ENHA.” We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Securityholders pursuant to this prospectus. However, we mayreceive proceeds from the exercise of the SAFE Warrants and Consultant Warrants to the extent such warrants are exercised for cash, although we will not receive anyproceeds from the resale of the shares issued upon any such exercise.We bore all costs, expenses and fees in connection with the registration of the shares of Class Acommon stock covered by this prospectus. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the sharesof Class A common stock. The registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell, as applicable, any of the securities.The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide moreinformation about how the Selling Securityholders may sell the shares of Class A common stock covered by this prospectus in the section entitled “Plan ofDistribution.” This prospectus relates to the resale of up to 61,704,115 shares of Class A common stock, which represents approximately 50.48% of the 122,230,453 shares ofClass A common stock outstanding immediately following Closing. As a result, the shares being registered for resale represent a substantial portion of the outstandingClass A common stock and a significant portion of the public float following Closing. The sale of all securities being offered in this prospectus may result in a significantdecline in the public trading price of Class A common stock. Even if the trading price of the Class A common stock is at or below the price at which the Units were soldin A Paradise’s IPO, some of the Selling Securityholders may still have an incentive to sell because they could still profit on sales due to the