Enhanced Group updates prospectus with 2025-24 audits
Enhanced Group Inc. (ENHA) filed a prospectus supplement to its Form S-1 prospectus to incorporate a new Form 8-K that provides audited consolidated financial statements of Enhanced Ltd as of and for the years ended December 31, 2025 and 2024.
Rhea-AI Filing Summary
Enhanced Group Inc. (ENHA) filed a prospectus supplement to its Form S-1 prospectus to incorporate a new Form 8-K that provides audited consolidated financial statements of Enhanced Ltd as of and for the years ended December 31, 2025 and 2024. These statements have been retroactively recast to reflect the May 7, 2026 business combination in which Enhanced Ltd became a wholly owned subsidiary in a transaction accounted for as a reverse recapitalization, with Enhanced Ltd as the accounting acquirer. All share and per-share data have been adjusted using an exchange ratio of 7.6021255 ENHA Class A shares for each legacy Enhanced Ltd common or convertible preferred share, and convertible preferred stock previously in mezzanine equity has been restated as common stock. ENHA’s Class A common stock trades on the NYSE under symbol ENHA, with a last reported price of $1.63 per share on August 25, 2026, and the company notes its status as an emerging growth and smaller reporting company and refers investors to the Prospectus risk factors.
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Key Figures
Last reported ENHA share price: $1.63 per share
Share exchange ratio: 7.6021255 shares of Class A common stock per legacy share
Audited financial statement periods: Years ended December 31, 2025 and 2024
3 metrics
Last reported ENHA share price
$1.63 per share
Class A common stock on NYSE as of August 25, 2026
Share exchange ratio
7.6021255 shares of Class A common stock per legacy share
Retroactive adjustment for all share and per-share amounts
Audited financial statement periods
Years ended December 31, 2025 and 2024
Consolidated audited financial statements of Enhanced Ltd
Key Terms
prospectus supplement, reverse recapitalization, emerging growth company, smaller reporting company, +1 more
5 terms
prospectus supplement regulatory
"This prospectus supplement supplements the prospectus dated July 31, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
reverse recapitalization financial
"the business combination was accounted for as a reverse recapitalization"
A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.
emerging growth company regulatory
"We are an “emerging growth company” and a “smaller reporting company”"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
smaller reporting company regulatory
"and a “smaller reporting company” as those terms are defined"
A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.
mezzanine equity financial
"Convertible preferred stock previously classified as mezzanine equity"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
Offering Details
shelf
Offering
Offering Type
shelf
FAQ
What is the purpose of Enhanced Group Inc. (ENHA)'s August 26, 2026 prospectus supplement?
The supplement incorporates a new Form 8-K into the existing S-1 prospectus, adding audited consolidated financial statements of Enhanced Ltd for 2025 and 2024 that have been recast for the reverse recapitalization, ensuring the prospectus reflects the company’s current historical financial statements.
Which financial statements does ENHA add through this prospectus supplement?
Enhanced Group Inc. adds audited consolidated financial statements of Enhanced Ltd as of and for the years ended December 31, 2025 and 2024, filed as Exhibit 99.1 to the Form 8-K and treated as the company’s historical financial statements after the business combination.
How was the ENHA business combination with Enhanced Ltd accounted for?
The May 7, 2026 business combination, when the company was A Paradise Acquisition Corp., was accounted for as a reverse recapitalization under U.S. GAAP, with A Paradise treated as the acquired company and Enhanced Ltd determined to be the accounting acquirer for financial reporting.
How did ENHA’s capital structure presentation change for convertible preferred stock?
Convertible preferred stock that had been classified as mezzanine equity was retroactively restated as common stock for all periods presented, reflecting its conversion into common stock of the combined company at the closing of the business combination.
What regulatory status does ENHA disclose in this prospectus supplement?
Enhanced Group Inc. states that it is an “emerging growth company” and a “smaller reporting company” under federal securities laws, which subjects it to certain reduced public company reporting requirements compared to larger, more seasoned issuers.
AI-generated analysis. How Rhea-AI works. Not financial advice.
| PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED July 31, 2026) | Filed Pursuant to Rule 424(b)(3) Registration No. 333-297633 | ||||
This prospectus supplement supplements the prospectus dated July 31, 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. 333‑297633). 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 August 26, 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 August 25, 2026, the last reported sales price of our Class A common stock on NYSE was $1.63 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 10 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 August 26, 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): August 25, 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 8.01 Other Events.
Enhanced Group Inc., a Texas corporation (the “Company”) has filed this Current Report on Form 8-K to provide the audited consolidated financial statements of Enhanced Ltd as of and for the periods ended December 31, 2025 and 2024, filed as Exhibit 99.1 and attached hereto, which have been retroactively recast, as described below.
On May 7, 2026, the Company - then known as A Paradise Acquisition Corp., a blank check company incorporated in the British Virgin Islands (“A Paradise”) - completed its business combination with Enhanced Ltd, which survived as a wholly owned subsidiary of A Paradise. In connection with the closing, the Company domesticated in Texas, and changed its name to "Enhanced Group Inc." The Company’s Class A common stock commenced trading on the New York Stock Exchange under the symbol "ENHA" on May 8, 2026.
Although the Company is the legal acquirer, the business combination was accounted for as a reverse recapitalization under U.S. GAAP, with A Paradise treated as the "acquired" company for financial reporting purposes and Enhanced Ltd determined to be the accounting acquirer. Accordingly, the Company's historical financial statements for periods prior to the closing of the business combination are those of Enhanced Ltd, and Exhibit 99.1 presents those statements as the Company's historical financial statements.
•Share and per-share amounts. All share and per-share amounts have been retroactively adjusted for all periods presented using an exchange ratio of 7.6021255 shares of Class A common stock for each share of Enhanced Ltd's legacy common or convertible preferred stock outstanding. The adjustment affects the convertible preferred stock and stockholders' equity (deficit) sections of the consolidated balance sheets, the consolidated statements of changes in stockholders' equity (deficit), and net loss per share.
•Convertible preferred stock. Convertible preferred stock previously classified as mezzanine equity has been retroactively restated as common stock for all periods presented, reflecting its conversion into common stock of the combined company at closing.
Item 9.01Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 23.1 | Consent of BDO USA, P.C. | |||||||
| 99.1 | Consolidated Audited Financial Statements of Enhanced Ltd. as of and for the years ended December 31, 2025 and 2024. | |||||||
| 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: August 26, 2026
| Enhanced Group Inc. | ||||||||||||||
| By: | /s/ Siddhartha Banthiya | |||||||||||||
Siddhartha Banthiya | ||||||||||||||
Chief Financial Officer | ||||||||||||||