Enhanced Group ends select holders’ six-month release

The split-adjusted PIPE Warrant exercise price is $38.90 per share, while three supporting shareholders’ remaining locked shares stay restricted until 12 months after closing.

Available on EDGAR 11/04/2026 - 06:03 AM EST Accepted by SEC EDGAR 11/03/2026 - 06:44 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Enhanced Group Inc. (ENHA) updated its resale prospectus to cover up to 670,496 shares of Class A common stock, including up to 642,673 Initial PIPE Shares and up to 27,823 Service Provider Shares, plus up to 642,673 Class A shares issuable upon exercise of outstanding PIPE Warrants.

On October 29, 2026, the company effected a one-for-ten reverse stock split of its Class A and Class B common stock; fractional shares were rounded up to whole shares at no cost. The PIPE Warrant exercise price was proportionately adjusted from $3.89 to $38.90 per share. Amendments with controlling shareholder Enhanced Holdings LP, whose shares are held through nominee and record holder Apeiron Investment Group Limited, Chief Executive Officer and board member Maximilian Martin, and Aron D'Souza eliminated the six-month release for those supporting shareholders. Shares still subject to lock-up remain restricted until 12 months after the May 7, 2026 Business Combination closing; other shareholders' agreements were not amended.

Filing Explained

The completed one-for-ten split consolidated issued Class A and Class B shares, but the company left their authorized share counts unchanged, so the charter’s authorized-share ceiling was not reduced along with the issued share count.

Key Figures

Class A shares covered for resale: Up to 670,496 shares Initial PIPE Shares: Up to 642,673 shares Service Provider Shares: Up to 27,823 shares +5 more

8 metrics

Class A shares covered for resale Up to 670,496 shares Aggregate of Initial PIPE Shares and Service Provider Shares

Initial PIPE Shares Up to 642,673 shares Included in the Class A shares covered for resale

Service Provider Shares Up to 27,823 shares Included in the Class A shares covered for resale

Shares issuable upon exercise of PIPE Warrants Up to 642,673 shares Class A common stock

PIPE Warrant exercise price $38.90 per share, adjusted from $3.89 per share Proportionately adjusted for the reverse stock split

Reverse stock split ratio One-for-ten Effective October 29, 2026, for Class A and Class B common stock

Last reported Class A share price $7.32 per share November 2, 2026

Lock-up restriction period 12 months following the Business Combination closing Applies to shares remaining subject to restrictions under the amended agreements

Key Terms

PIPE Warrants, Business Combination Closing, split-adjusted basis, fractional share interests, +1 more

5 terms

PIPE Warrants financial

"shares of Class A common stock issuable upon the exercise of outstanding PIPE Warrants"

Pipe warrants are option-like securities issued together with a private investment in a publicly traded company that give the holder the right to buy a set number of shares at a fixed price for a limited time. They matter to investors because if holders exercise them the company receives new cash but the total number of shares increases, which can reduce each existing shareholder’s ownership and earnings per share and potentially pressure the stock price—like redeeming coupons that create more pieces of the same pie.

Business Combination Closing financial

"six months following the closing of the Business Combination"

split-adjusted basis technical

"began trading on the New York Stock Exchange on a split-adjusted basis"

An adjustment to historical share prices and share counts that reflects past stock splits or reverse splits so that old data lines up with the current number of shares. Think of it like resizing an old photograph so it matches a new frame: it keeps price charts, returns and per‑share metrics comparable over time, which matters to investors who need accurate performance, valuation and trend analysis.

fractional share interests technical

"determination of fractional share interests and the related rounding"

Transaction Support Agreement financial

"amends the Transaction Support Agreement between the Company"

A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.

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.

How many ENHA shares are covered for resale?

The prospectus covers resale of up to 670,496 Class A shares, comprising up to 642,673 Initial PIPE Shares and up to 27,823 Service Provider Shares, plus up to 642,673 Class A shares issuable upon exercise of outstanding PIPE Warrants.

What is ENHA's adjusted PIPE Warrant exercise price?

The PIPE Warrant exercise price was proportionately adjusted from $3.89 to $38.90 per share in connection with the one-for-ten reverse stock split.

How did ENHA handle fractional shares in the reverse split?

Each 10 shares of Class A and Class B common stock was combined into one share. No fractional shares were issued; any resulting fraction was rounded up to the nearest whole share at no cost. For shares held through The Depository Trust Company, fractional interests and rounding were determined at the participant level.

What changed in ENHA's lock-up release schedule?

Amendments with Enhanced Holdings LP, Maximilian Martin, and Aron D'Souza eliminated the six-month release for their shares that remained subject to lock-up. Those shares remain restricted until 12 months following the Business Combination closing. Transaction Support Agreements with the company's other shareholders were not amended.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PROSPECTUS SUPPLEMENT NO. 7
(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 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 670,496 shares of our Class A common stock, consisting of up to 642,673 Initial PIPE Shares and up to 27,823 Service Provider Shares, and up to 642,673 shares of Class A common stock issuable upon the exercise of outstanding PIPE Warrants. In addition, the exercise price of each PIPE Warrant has been proportionately adjusted from $3.89 to $38.90 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 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”).

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