Enhanced Group updates resale plan for up to 6.17M shares
The one-for-ten split also reset SAFE and Consultant Warrant exercise prices to $100.00 and $93.20 per share.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
424B3
Rhea-AI Filing Summary
Enhanced Group Inc. updated its resale prospectus to cover the offer and resale by selling security holders of up to an aggregate of 6,170,411 shares of Class A common stock: 5,888,703 shares, 200,008 shares issuable upon exercise of SAFE Warrants, and 81,700 shares issuable upon exercise of Consultant Warrants.
A one-for-ten reverse stock split of Class A and Class B common stock took effect on October 29, 2026. Each ten shares were combined into one, and fractional shares were rounded up to the nearest whole share at no additional cost.
Amendments with controlling shareholder Enhanced Holdings LP, CEO and director Maximilian Martin, and Aron D'Souza removed the six-month lock-up release for their shares that remain restricted. Those shares remain subject to lock-up restrictions until twelve months following the May 7, 2026 Business Combination closing; other shareholders' agreements were not amended.
Filing Explained
The completed one-for-ten reverse split also adjusted warrant exercise terms: the SAFE Warrant exercise price moved from $10 to $100 per share and the Consultant Warrant price from $9.32 to $93.20, with corresponding adjustments to warrant share amounts.
Key Figures
Class A shares covered for offer and resale: 6,170,411 shares
Class A common stock: 5,888,703 shares
Shares issuable upon exercise of SAFE Warrants: 200,008 shares
+5 more
8 metrics
Class A shares covered for offer and resale
6,170,411 shares
Aggregate amount for selling security holders
Class A common stock
5,888,703 shares
Component of the aggregate offer and resale amount
Shares issuable upon exercise of SAFE Warrants
200,008 shares
Component of the aggregate offer and resale amount
Shares issuable upon exercise of Consultant Warrants
81,700 shares
Component of the aggregate offer and resale amount
Reverse stock split ratio
1-for-10
Class A and Class B common stock; effective October 29, 2026
SAFE Warrant exercise price
$100.00 per share
Adjusted from $10.00 per share
Consultant Warrant exercise price
$93.20 per share
Adjusted from $9.32 per share
Class A common stock last reported sales price
$7.32 per share
November 2, 2026
Key Terms
SAFE Warrants, Consultant Warrants, fractional share interests
3 terms
SAFE Warrants technical
"shares issuable upon the exercise of SAFE Warrants"
Consultant Warrants technical
"shares issuable upon the exercise of Consultant Warrants"
Stock Split
1-for-10 reverse split · Effective October 29, 2026
Split Ratio
1-for-10 reverse split
Effective Date
October 29, 2026
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are ENHA's warrant exercise prices after the reverse split?
The adjusted exercise price is $100.00 per share for each SAFE Warrant, from $10.00, and $93.20 per share for each Consultant Warrant, from $9.32.
AI-generated analysis. How Rhea-AI works. Not financial advice.
| PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED MAY 13, 2026) | Filed Pursuant to Rule 424(b)(3) Registration No. 333-295777 | ||||
This prospectus supplement supplements the prospectus dated May 13, 2026 (the “Prospectus”) filed by Enhanced Group Inc. (the “Company”), which forms a part of the Company’s Registration Statement on Form S‑1 (Registration No. 333‑295777). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2026 (the “Current Report”). Accordingly, we have attached the Company’s Current Report to this prospectus supplement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Prospectus.
Our Class A common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “ENHA”. On November 2, 2026, the last reported sales price of our Class A common stock on NYSE was $7.32 per share.
Effective at 12:01 a.m., Central Time, on October 29, 2026, we effected a one-for-ten reverse stock split of our Class A common stock and our Class B common stock (the “Reverse Stock Split”). Our Class A common stock began trading on the NYSE on a split-adjusted basis at the opening of trading on October 29, 2026 under the symbol “ENHA” and under a new CUSIP number, 29333R206. Unless otherwise indicated, the share and per share information contained in the Prospectus does not give effect to the Reverse Stock Split. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the number of shares of our Class A common stock registered under the Registration Statement has been proportionately adjusted to reflect the Reverse Stock Split. As so adjusted, the Prospectus relates to the offer and resale by the selling security holders named in the Prospectus of up to an aggregate of 6,170,411 shares of our Class A common stock, consisting of up to 5,888,703 shares of Class A common stock, up to 200,008 shares of Class A common stock issuable upon the exercise of SAFE Warrants and up to 81,700 shares of Class A common stock issuable upon the exercise of Consultant Warrants. In addition, the exercise price of each SAFE Warrant has been proportionately adjusted from $10.00 to $100.00 per share, and the exercise price of each Consultant Warrant has been proportionately adjusted from $9.32 to $93.20 per share.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements to it, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information provided by this prospectus supplement supersedes information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or supplements to it.
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 to certain reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 7 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 3, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2026
ENHANCED GROUP INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-42769 | 42-2394886 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
169 Madison Ave, Suite 15101 New York, NY | 10016 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
N/A
(Registrant’s telephone number, including area code)
N/A (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | ENHA | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On October 31, 2026, Enhanced Group Inc. (the “Company”) entered into an Amendment No. 1 to Transaction Support Agreement (each, a “TSA Amendment”) with each of (i) Enhanced Holdings LP (“Enhanced Holdings”), the Company's controlling shareholder, which holds its shares of the Company’s common stock through its nominee and the record holder of such shares, Apeiron Investment Group Limited (“Apeiron”), (ii) Maximilian Martin, the Company's Chief Executive Officer and a member of the Company's board of directors, and (iii) Aron D'Souza (each, a “Supporting Shareholder”). Each TSA Amendment amends the Transaction Support Agreement between the Company, as successor to Enhanced Ltd., and the applicable Supporting Shareholder (each, a “Transaction Support Agreement”). Each Transaction Support Agreement was entered into in connection with the transactions contemplated by the Business Combination Agreement, dated as of November 26, 2025, by and among A Paradise Acquisition Corp., A Paradise Merger Sub I, Inc. and Enhanced Ltd., which were consummated on May 7, 2026 (the “Business Combination”).
On October 31, 2026, Enhanced Group Inc. (the “Company”) entered into an Amendment No. 1 to Transaction Support Agreement (each, a “TSA Amendment”) with each of (i) Enhanced Holdings LP (“Enhanced Holdings”), the Company's controlling shareholder, which holds its shares of the Company’s common stock through its nominee and the record holder of such shares, Apeiron Investment Group Limited (“Apeiron”), (ii) Maximilian Martin, the Company's Chief Executive Officer and a member of the Company's board of directors, and (iii) Aron D'Souza (each, a “Supporting Shareholder”). Each TSA Amendment amends the Transaction Support Agreement between the Company, as successor to Enhanced Ltd., and the applicable Supporting Shareholder (each, a “Transaction Support Agreement”). Each Transaction Support Agreement was entered into in connection with the transactions contemplated by the Business Combination Agreement, dated as of November 26, 2025, by and among A Paradise Acquisition Corp., A Paradise Merger Sub I, Inc. and Enhanced Ltd., which were consummated on May 7, 2026 (the “Business Combination”).
As previously disclosed, the Transaction Support Agreements provide that 50% of the Company’s shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), subject to their lock-up restrictions would be released six months following the closing of the Business Combination (the “Business Combination Closing”), and the remaining 50% would be released twelve months following the Business Combination Closing. Pursuant to the TSA Amendments, the six-month release has been eliminated with respect to the Supporting Shareholders. All shares held by each Supporting Shareholder that remain subject to the lock-up restrictions under its Transaction Support Agreement will continue to be subject to such restrictions until twelve months following the Business Combination Closing. The Transaction Support Agreements with the Company’s other shareholders have not been amended and remain in effect in accordance with their terms.
The TSA Amendments are substantially identical in all material respects, other than the identity of the Supporting Shareholder and the date of the underlying Transaction Support Agreement. The foregoing description of the TSA Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the form of TSA Amendment. A copy of the form is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 1, 2026, on September 28, 2026, Enhanced Holdings, acting through its nominee and the record holder of the shares, Apeiron, as the holder of a majority of the voting power of the issued and outstanding common stock of the Company entitled to vote thereon, approved by written consent in lieu of a meeting of shareholders an amendment (the “Amendment”) to the Company’s certificate of formation, as amended from time to time (the “Charter”), to effect a reverse stock split of the Class A Common Stock, and the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”).
On October 23, 2026, the Company filed the Amendment, in the form of a Certificate of Amendment to the Charter, with the Secretary of State of the State of Texas. The Amendment, and the Reverse Stock Split effected thereby, became effective on October 29, 2026 at 12:01 a.m., Central Time (the “Effective Time”).
At the Effective Time, automatically and without any further action by the Company or any shareholder of the Company, each ten (10) shares of Class A Common Stock issued and outstanding immediately prior to the Effective Time were combined into one (1) validly issued, fully paid and nonassessable share of Class A Common Stock, and each ten (10) shares of Class B Common Stock issued and outstanding immediately prior to the Effective Time were combined into one (1) validly issued, fully paid and nonassessable share of Class B Common Stock. The Reverse Stock Split applied to the Class A Common Stock and the Class B Common Stock at the same one-for-ten ratio and affected all holders of Common Stock uniformly, subject to the effects of rounding fractional shares.
No fractional shares were issued in connection with the Reverse Stock Split. Any fractional share of Common Stock that would otherwise have resulted from the Reverse Stock Split was rounded up to the nearest whole share at no additional cost to the shareholder; for shares held through The Depository Trust Company (“DTC”), the determination of fractional share interests and the related rounding were made at the DTC-participant level. The Reverse Stock Split did not reduce or otherwise affect the number of shares of Class A Common Stock or Class B Common Stock that the Company is authorized to issue or the par value per share of either class, which remains $0.0001 per share.
The Class A Common Stock began trading on the New York Stock Exchange on a split-adjusted basis at the open of trading on October 29, 2026, under the existing trading symbol “ENHA.” The new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 29333R206.
Proportionate adjustments are being made to outstanding equity awards, warrants, exercise prices, and share reserves under the Company’s equity plans, in accordance with their respective terms. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | Certificate of Amendment to the Certificate of Formation of Enhanced Group Inc., effective October 29, 2026. | |||||||
| 10.1 | Form of Amendment No. 1 to Transaction Support Agreement, dated as of October 31, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 3, 2026
| Enhanced Group Inc. | ||||||||||||||
| By: | /s/ Siddhartha Banthiya | |||||||||||||
| Name | Siddhartha Banthiya | |||||||||||||
| Title | Chief Financial Officer | |||||||||||||