Document

424B3 1 a424bre-salesx1333x297633x.htm 424B3 Document


PROSPECTUS SUPPLEMENT NO. 1 (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 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026 (the “Quarterly Report”). Accordingly, we have attached the Company’s Quarterly 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 14, 2026, the last reported sales price of our Class A common stock on NYSE was $1.96 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,” as that term is 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 14, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 10-Q

________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 001-42769

______________________________

Enhanced Group Inc.

(Exact name of registrant as specified in its charter)

________________________________


Texas						42-2394886
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification Number)


169 Madison Ave, Suite 15101 New York, NY			10016
(Address of principal executive offices)			(Zip Code)

(929) 357-2672

Registrant’s telephone number, including area code

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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


			Page
Cautionary Statement Regarding Forward-Looking Statements
Summary Risk Factors
Part I - Financial Information			7
Item 1. Financial Statements			7
Unaudited Condensed Consolidated Balance Sheets			8
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss			9
Unaudited Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)			10
Unaudited Condensed Consolidated Statements of Cash Flows			12
Notes to Unaudited Condensed Consolidated Financial Statements			13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			41
Item 4. Controls and Procedures			41

Part II - Other Information			43
Item 1. Legal Proceedings			43
Item 1A. Risk Factors			43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			69
Item 3. Defaults Upon Senior Securities			69
Item 4. Mine Safety Disclosures			69
Item 5. Other Information			69
Item 6. Exhibits			71
Signatures			73


	June 30, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	19,606,246	$	25,253,578
Deposit assets	—		597,011
Deferred offering costs	—		3,987,901
Contract asset	15,524,405		—
Prepaid expenses and other assets	2,408,654		436,750
Total current assets	37,539,305		30,275,240
OTHER ASSETS:
Deposit assets, long-term	—		1,360,004
Equipment, net	7,793,770		433,804
Intangible assets, net	30,000		30,000
TOTAL ASSETS	$	45,363,075	$	32,099,048
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Simple Agreements for Future Equity	$	—	$	29,660,667
Accounts payable and accrued expenses	40,104,305		2,991,524
Deposit liabilities	—		476,253

Other current liabilities	2,197,595		18,896
Total liabilities	42,301,900		33,147,340

Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY (DEFICIT):
Class A Common Stock, $0.0001 par value, 310,000,000 shares authorized as of June 30, 2026 and 126,315,883 shares authorized as of December 31, 2025, respectively; 128,972,162 shares issued and outstanding as of June 30, 2026 and 107,999,991 shares issued and outstanding as of December 31, 2025, respectively.	12,898		10,800
Class B Common Stock, $0.0001 par value, 330,000,000 shares authorized as of June 30, 2026; 258,837,933 shares issued and outstanding as of June 30, 2026 and nil shares issued and outstanding as of December 31, 2025	25,884		—
Additional paid-in capital	113,437,497		30,981,684
Accumulated deficit	(110,415,104)		(32,040,776)
Total stockholders' equity (deficit)	3,061,175		(1,048,292)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	45,363,075	$	32,099,048


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Revenue	$	17,700,179	$	—	$	17,702,934	$	—
Operating expenses:
Games, athletes and event operating costs	52,037,131		643,976		59,719,058		1,742,950
Selling, general and administrative expenses	16,640,449		2,194,116		23,840,565		4,388,828
Transaction expenses	10,877,007		265,783		12,522,367		320,156
Depreciation	69,207		995		85,868		1,193
Total operating expenses	79,623,794		3,104,870		96,167,858		6,453,127
Loss from operations	(61,923,615)		(3,104,870)		(78,464,924)		(6,453,127)
Other income (expenses):
Interest income and other expense, net	(21,283)		93,836		90,594		133,874
Total other income (expenses), net	(21,283)		93,836		90,594		133,874
Loss before income taxes	(61,944,898)		(3,011,034)		(78,374,330)		(6,319,253)
Net loss and comprehensive loss	$	(61,944,898)	$	(3,011,034)	$	(78,374,330)	$	(6,319,253)
Net loss per share, basic and diluted	$	(0.53)	$	(0.03)	$	(0.69)	$	(0.06)
Weighted-average shares of common stock, basic and diluted	117,748,175		102,206,153		112,901,012		100,495,425


	Convertible Preferred Stock			Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
Balance, December 31, 2025, as previously reported	3,973,369	$	26,854,552	10,233,183	$	102	—	$	—	$	4,137,830	$	(32,040,776)	$	(27,902,844)
Conversion of shares due to reverse recapitalization	(3,973,369)	(26,854,552)		97,766,808	10,698		—	—		26,843,854		—		26,854,552
Balance, December 31, 2025, as adjusted for effects of reverse recapitalization	—	$	—	107,999,991	$	10,800	—	—		$	30,981,684	$	(32,040,776)	$	(1,048,292)
Stock-based compensation	—	—		—	—		—	—		727,472		—		727,472
Net loss	—	—		—	—		—	—		—		(16,429,430)		(16,429,430)
Balance as of March 31, 2026	—	$	—	107,999,991	10,800		—	—		$	31,709,156	$	(48,470,206)	$	(16,750,250)
SAFEs conversion to common stock	—	—		4,001,682	400		—	—		40,001,609		—		40,002,009
Shares issued for services in Business Combination	—	—		315,000	32		—	—		2,066,200		—		2,066,232
Reverse recapitalization, net of offering costs of $3,038,332	—	—		10,228,756	1,023		—	—		(1,023)		—		—
Issuance of Class B Common Stock	—	—		—	—		258,837,933	25,884		(25,884)		—		—
Issuance of shares related to Private Placement Financing, net of issuance costs	—	—		6,426,733	643		—	—		23,403,085		—		23,403,728
Stock-subscription deposit of Private Placement	—	—		—	—		—	—		8,499,950		—		8,499,950
Stock-based compensation	—	—		—	—		—	—		7,784,404		—		7,784,404
Net loss	—	—		—	—		—	—		—		(61,944,898)		(61,944,898)
Balance, June 30, 2026	0	$	—	128,972,162	$12,898		258,837,933	25,884		$	113,437,497	$	(110,415,104)	$	3,061,175


Unit : in thousand	As of
	June 30, 2026		December 31, 2025
Contract assets	$	15,524	$	—
Deferred revenue	2,150		—


	June 30, 2026		December 31, 2025
Athletic competition equipment - portable	$	5,250,839	$	—
Capitalized software	2,255,383		—
Fitness equipment	289,147		198,468
Computer equipment	84,245		48,045
Furniture & fixtures	9,400		—


	June 30, 2026		December 31, 2025
Construction in process	—		196,667
Total equipment	7,889,014		443,180
Less: Accumulated depreciation and amortization	(95,244)		(9,376)
Total equipment, net	$	7,793,770	$	433,804


	June 30, 2026		December 31, 2025
Accounts payable (trade)	$	25,644,054	$	687,694
Accrued expenses (games expense)	6,352,003		—
Accrued expenses (legal expense)	4,722,276		—
Accrued expenses	1,464,966		853,268
Accrued expenses (athletes)	1,565,708		35,500
Accrued expenses (payroll)	223,750		1,394,956
Credit cards	131,548		20,106
Total accounts payable and accrued expenses	$	40,104,305	$	2,991,524


	June 30,
	2026	2025
Stock options	10,363,112	—
Top-up Awards	527,709	—
Warrants	9,244,582	—
Total potentially dilutive shares	20,135,403	—


	June 30, 2026
Expected volatility	90		%
Expected term (years)	5.91
Risk free interest rate	3.77		%
Expected dividend yield	$	—


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2025	11,107,938	$	1.23	9.8
Granted	106,430	$	1.23	10.0
Forfeited	(851,256)	$	—	—
Outstanding as of June 30, 2026	10,363,112	$	1.23	8.3
Stock options exercisable as of June 30, 2026	4,574,465	$	1.23	8.3
Stock options vested and expected to vest at June 30, 2026	10,363,112	$	1.23	8.3


Valuation date			6/17/2026
Exercise price			3.89
Contractual term			5.0 years
Expiration Date			6/30/2031
Risk-free interest rate			4.23%
Expected volatility			105.0%
Expected dividend yield			0