Enhanced Group Inc-A美股招股说明书(2026-09-04版)

Secondary Offering ofUp to 6,704,973 Shares of ClassA Common StockUp to 6,426,735 Shares of ClassA Common Stock Issuable Upon Exercise of PIPE Warrants This prospectus relates to the resale from time to time of up to (i) 6,704,973 shares of ClassA Common Stock, par value $0.0001 per share (the “ClassA commonstock”) comprising (a) 6,426,735 shares (the “Initial PIPE Shares”) held by certain selling securityholders with whom we have entered into a securities purchaseagreement (the “Purchase Agreement”), and a registration rights agreement (the “PIPE Registration Rights Agreement”), each dated June14, 2026, pursuant to a privateplacement of public equity (the “Private Placement”) and (b) 278,238 shares of our ClassA common stock (the “Service Provider Shares,” and together with the InitialPIPE Shares, the “Shares”) issued to certain of our service providers pursuant to those certain share issuance agreements dated on or about August 21, 2026, and (ii)6,426,735 shares of ClassA common stock issuable upon the exercise of outstanding warrants to purchase ClassA common stock (the “PIPE Warrants,” and such sharesissuable upon exercise thereof, the “PIPE Warrant Shares”). When we refer to the “Selling Securityholders” in this prospectus, we are referring to those named as theSelling Securityholders under the section of this prospectus titled “Selling Securityholders” and, as applicable, donees, pledgees, secured parties, collateral agents,financing counterparties, transferees or other successors-in-interest selling shares of ClassA common stock or interests in shares of ClassA common stock received afterthe date of this prospectus from a Selling Securityholder as a gift, pledge, security interest, foreclosure, partnership distribution 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 receive proceeds fromthe exercise of the PIPE Warrants to the extent such warrants are exercised for cash, although we will not receive any proceeds from the resale of the PIPE WarrantShares. This prospectus does not give effect to any potential Anti-Dilution Adjustment (as defined in this prospectus) which may impact the exercise price and number ofshares 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 theshares of ClassA common stock covered by this prospectus. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respectivesales 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 to prevailing marketprices or at negotiated prices. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the sectionof 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, could have the effect ofincreasing the volatility in the prevailing market price or putting significant downward pressure on the price of ClassA common stock and harm the prevailing marketprice of ClassA common stock. Notwithstanding any changes in the prevailing market price, certain Selling Securityholders may still experience a positive rate of returnon their securities due to the lower effective purchase price at which they purchased such securities. 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, as such, are subject tocertain 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 on exemptions fromcertain corporate governance requirements otherwise applicable to listed companies, including requirements relating to board independence and committee composition. Our common stock is listed on the NYSE under the trading symbol “ENHA.” On September3, 2026, the last reported sale price of our Class A common stock was$1.57 per share. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 10 of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued underthis 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 September4, 2026. Table of Contents TABLE OF CONTENTS ABO