Enhanced Group Inc-A美股招股说明书(2026-07-31版)

Secondary Offering ofUp to 6,426,733 Shares of ClassA Common StockUp to 6,426,733 Shares of ClassA Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale from time to time of up to (i) 6,426,733 (the “Initial Shares”) shares of ClassA Common Stock, par value$0.0001 per share (the “ClassA common stock”) and (ii) 6,426,733 shares of ClassA common stock issuable upon the exercise of outstanding warrantsto purchase ClassA common stock (the “PIPE Warrants,” and such shares issuable upon exercise thereof, the “PIPE Warrant Shares”) by certain sellingsecurityholders (the “Selling Securityholders”) with whom we have entered into a securities purchase agreement (the “Purchase Agreement”), and aregistration rights agreement (the “Registration Rights Agreement”), each dated June14, 2026, pursuant to a private placement of public equity (the“Private Placement”) at the First Closing (as defined in this prospectus). When we refer to the Selling Securityholders in this prospectus, we arereferring to those named as the Selling Securityholders under “Selling Securityholders” and, as applicable, donees, pledgees, secured parties, collateralagents, financing counterparties, transferees or other successors-in-interest selling shares of ClassA common stock or interests in shares of ClassAcommon stock received after the date of this prospectus from a Selling Securityholder as a gift, pledge, security interest, foreclosure, partnershipdistribution or other transfer. We will not receive any proceeds from the sale of the Shares by the Selling Securityholders pursuant to this prospectus. However, we may receiveproceeds from the exercise of the PIPE Warrants to the extent such warrants are exercised for cash, although we will not receive any proceeds from theresale of the PIPE Warrant Shares. This prospectus does not give effect to any potential Anti-Dilution Adjustment (as defined in this prospectus) whichmay impact the exercise price and number of shares of ClassA common stock that may be exercised under the PIPE Warrants. We will bear all costs,expenses and fees in connection with the registration of the shares of ClassA common stock covered by this prospectus. The Selling Securityholderswill bear all commissions and discounts, if any, attributable to their respective sales of the shares of ClassA common stock. Sales of the Shares by the Selling Securityholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related toprevailing market prices or at negotiated prices. For additional information on the possible methods of sale that may be used by the SellingSecurityholders, you should refer to the section of this prospectus entitled “Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. The sale of substantial amounts of ClassA common stock being offered in this prospectus, or the perception that such sales could occur, couldhave the effect of increasing the volatility in the prevailing market price or putting significant downward pressure on the price of ClassA common stockand harm the prevailing market price of ClassA common stock. Notwithstanding any changes in the prevailing market price, certain SellingSecurityholders may still experience a positive rate of return on their securities due to the lower effective purchase price at which they purchased suchsecurities. See “Prospectus Summary” and “The Offering.” We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under the federal securities laws and, assuch, are subject to certain reduced public company reporting requirements. We are also a “controlled company” under the corporate governance rules of the New York Stock Exchange (“NYSE”) and, as such, we rely onexemptions from certain corporate governance requirements otherwise applicable to listed companies, including requirements relating to boardindependence and committee composition. Our common stock is listed on the NYSE under the trading symbol “ENHA.” On July31, 2026, the last reported sale price of our ClassAcommon stock was $2.78per share. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page10 ofthis prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to beissued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July31, 2026. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSGLOSSARYTRADEMARKSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSMARKET PRICE AND DIVIDEND INFORMATIONUSE OF PROCEEDSDETERMINATION OF OFFERING PRICEUNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONBUSINESSA PARADISE’S MA