Enhanced Group Inc.

As filed with the Securities and Exchange Commission on August 25, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

169 Madison Ave, Suite 15101

New York,

NY

Telephone: N/A

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copies to:

Christina Roupas

Logan Tiari

Alexander Gefter

Cooley LLP

110 N. Wacker Drive Suite 4200

Chicago, IL 60606

Tel: (312) 881-6500

Approximate date of commencement of proposed sale of the securities to the public:

From time to time after this Registration Statement becomes effective as determined by the Selling Securityholders.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may

determine

.

The information in this preliminary prospectus is not complete and may be changed. The Selling Securityholders may not sell the securities described in this preliminary prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 25, 2026

Secondary Offering of

Up to 6,704,973 Shares of Class A Common Stock

Up to 6,426,735 Shares of Class A 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 Class A Common Stock, par value $0.0001 per share (the “Class A common stock”) comprising (a) 6,426,735 shares (the “Initial PIPE Shares”) held by certain selling securityholders with whom we have entered into a securities purchase agreement (the “Purchase Agreement”), and a registration rights agreement (the “PIPE Registration Rights Agreement”), each dated June 14, 2026, pursuant to a private placement of public equity (the “Private Placement”) and (b) 278,238 shares of our Class A common stock (the “Service Provider Shares,” and together with the Initial PIPE 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 Class A common stock issuable upon the exercise of outstanding warrants to purchase Class A common stock (the “PIPE Warrants,” and such shares issuable upon exercise thereof, the “PIPE Warrant Shares”). When we refer to the “Selling Securityholders” in this prospectus, we are referring to those named as the Selling 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 Class A common stock or interests in shares of Class A common stock received after the 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 from the 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 Warrant Shares. 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 of shares of Class A 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 Class A common stock covered by this prospectus. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Class A 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 market prices 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 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 Class A common stock being offered in this prospectus, or the perception that such sales could occur, could have the effect of increasing the volatility in the prevailing market price or putting significant downward pressure on the price of Class A common stock and harm the prevailing market price of Class A common stock. Notwithstanding any changes in the prevailing market price, certain Selling Securityholders may still experience a positive rate of return on 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 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 on exemptions from certain 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 August 24, 2026, the last reported sale price of our Class A common stock was $1.64 per share.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 10 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued 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 , 2026.