US IPO Pipeline SEC S-1 Filings — May 22, 2026

22-05-2026

Hyperliquid Strategies Inc filed an S-1 registration statement for an IPO. The company reported a deferred tax liability of $60.5 million for the nine months ended March 31, 2026, related to HYPE tokens. The filing also details the reverse recapitalization with Rorschach and the acquisition of Sonnet BioTherapeutics.

• · The company is an emerging growth company under the JOBS Act and has elected to use extended transition period for new accounting standards.
• · The combination of Rorschach and HSI was accounted for as a reverse recapitalization with Rorschach as the accounting acquirer.
• · Cash and cash equivalents include money market funds and treasury bills with initial maturity of three months or less.
• · The company has a full valuation allowance on deferred tax assets due to limited operating history and no operating income.

22-05-2026

iQSTEL Inc. filed an S-1 registration statement with the SEC on May 21, 2026, registering up to 11,000,000 shares of common stock for resale by M2B Funding Corp. under a $50 million equity line purchase agreement. The company operates in telecom (91% of 2025 revenue), fintech, and AI, but has a history of operating losses and a going concern qualification. While the equity line provides potential capital for growth, it will cause significant dilution to existing stockholders and may depress the stock price due to the 6% discount purchase price.

• · The S-1 was filed on May 21, 2026, and is a resale registration for M2B Funding Corp., not a primary offering by the company.
• · M2B is prohibited from short selling or hedging during the term of the Purchase Agreement.
• · The equity line has a 60-month term, and individual purchase notices are limited to the lesser of 75% of 5-day average daily volume, 25% of same-day volume, or $500,000 in value.
• · The company has a history of operating losses and a going concern qualification in its financial statements.
• · Revenue concentration risk: a substantial portion of revenue comes from a limited number of customers.
• · The company operates in 20 countries with offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai.
• · The AI division (Reality Border) shifted focus from metaverse to enterprise AI solutions for telecom and contact centers.
• · GlobeTopper (fintech) contributed 0% of revenue in 2024, growing to 9% in 2025 and 13% in Q1 2026.
• · The company's common stock trades on Nasdaq under symbol 'IQST'.

22-05-2026

Flux Power Holdings, Inc. filed an S-1 registration statement on May 22, 2026, for a proposed IPO. The filing includes financial data for the fiscal years ended June 30, 2025 and 2024, as well as quarterly periods through March 31, 2026. The company has incurred significant net losses and has an accumulated deficit, but has raised capital through multiple debt and equity financings, including a September 2025 private placement and a November 2025 underwritten public offering.

• · The filing covers financial data for fiscal years ended June 30, 2025 and 2024, and quarterly periods through March 31, 2026.
• · The company has an accumulated deficit as of June 30, 2025 and 2024.
• · The company entered into multiple amendments to loan and security agreements with Gibraltar Business Capital, LLC, including a Fifth Amendment on July 16, 2025.
• · The company conducted a private placement of Series A Convertible Preferred Stock and common stock in September 2025.
• · The company completed an underwritten public offering on November 3, 2025, including an over-allotment option.
• · The company has outstanding common stock warrants and preferred stock warrants as of various dates.
• · The company has stock option and restricted stock unit activity under its equity incentive plans.

22-05-2026

Cantor Equity Partners VII, Inc., a Cayman Islands blank-check company (SPAC), filed an S-1 registration statement on May 22, 2026, for an IPO of 25,000,000 Class A ordinary shares at $10.00 per share, with a total offering amount of $250,000,000. The underwriters have a 45-day option to purchase up to an additional 3,750,000 shares for over-allotments. The company has 24 months from the closing of the offering to consummate an initial business combination or it will redeem public shares. The sponsor purchased founder shares at approximately $0.003 per share, which will result in immediate and substantial dilution to public shareholders.

• · The offering does not include warrants, unlike certain other SPAC IPOs; there are no warrants for investors.
• · Public shareholders have redemption rights upon completion of an initial business combination at a per-share price equal to the trust account amount divided by then-outstanding public shares, subject to limitations.
• · Shareholders holding more than 15% of the shares sold in the offering may be restricted from redeeming more than 15% without prior consent if the company seeks shareholder approval without a tender offer.
• · The company is an 'emerging growth company' and a 'smaller reporting company', which may affect disclosure and compliance obligations.
• · The SPAC has until 24 months from closing to complete a business combination, or it will redeem 100% of the public shares.
• · The founder shares (Class B) convert into non-redeemable Class A shares on a one-for-one basis upon completion of a business combination, subject to anti-dilution adjustments.
• · Only holders of Class B shares have the right to appoint/remove directors before the business combination.

22-05-2026

Nuwellis, Inc. filed an S-1 registration statement, disclosing ongoing Nasdaq compliance challenges and significant stock dilution risks. While the company regained compliance with Nasdaq's minimum bid price requirement in July 2025 via a 1-for-42 reverse stock split, it faces new risks from a proposed Nasdaq rule requiring $5M minimum market value of listed securities, which could lead to expedited delisting if adopted. As of March 31, 2026, the company had only 2,635,718 shares of common stock outstanding but 4,873,511 shares reserved for conversion/exercise of outstanding preferred stock, warrants, and options, representing substantial overhang that could depress the stock price.

• · The company regained Nasdaq compliance on July 22, 2025 after effecting a 1-for-42 reverse stock split approved by stockholders on May 20, 2025.
• · A proposed Nasdaq rule would require minimum market value of listed securities of $5M, with no cure period; SEC proceedings on this proposal were instituted April 28, 2026.
• · Weighted-average exercise price of outstanding warrants is $5.18, with exercise prices ranging from $0.0001 to $36,750.
• · Series F Convertible Preferred Stock contains anti-dilution provisions that could force conversion price reductions and issuance of additional shares in future equity offerings at lower prices.
• · Preferred stockholders have liquidation preferences over common stockholders.

22-05-2026

First Carolina Financial Services, Inc. filed an S-1 registration statement on May 22, 2026, for an initial public offering. The company will use net proceeds for general corporate purposes including enhancing capital ratios, potential acquisitions, and working capital. However, the filing highlights significant risks including the company's status as an emerging growth company with reduced disclosure requirements, potential material weaknesses in internal controls, and the risk that new branch expansions may not become profitable.

• · The company opened branches in Columbia, South Carolina, and Atlanta, Georgia, in 2022, and a branch in Greenville, South Carolina, in 2023.
• · The company has not performed an evaluation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.
• · Emerging growth company status will cease upon the earliest of: fifth anniversary of the offering, annual gross revenues of $1.235B or more, issuance of more than $1B in non-convertible debt over three years, or becoming a large accelerated filer.
• · The company relies heavily on senior management and customer relationships for loan production.
• · The company faces operational risks including employee error, theft, and fraudulent activity by employees, customers, and third parties.

22-05-2026

Snow Rothschild Acquisition Corp., a Cayman Islands blank check company, filed an S-1 registration statement on May 22, 2026, to raise up to $200M (20M units at $10/unit) in an initial public offering, with an over-allotment option for an additional 3M units. The sponsor purchased 7,187,500 founder shares for $25,000 (later surrendering 1,437,500 shares, now holding 5,750,000) and has committed to buy 2,250,000 private placement warrants at $1/warrant for $2.25M. The company has not yet selected any business combination target; shares are subject to significant dilution risk for public shareholders due to the nominal sponsor purchase price, and the underwriter has a 45-day over-allotment option.

• · The company has not selected any business combination target and has not initiated any substantive discussions with any target.
• · Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.
• · Warrants become exercisable 30 days after completion of initial business combination and expire 5 years after that date.
• · Public shareholders have redemption rights at a per-share price equal to the trust account amount divided by outstanding public shares, but holders of more than 15% of shares sold in the offering are restricted from redeeming without company consent if a shareholder vote is held.
• · Founder shares convert to Class A ordinary shares on a one-for-one basis, subject to anti-dilution adjustments such that they represent 20% of total ordinary shares outstanding after the offering and the initial business combination.
• · Only holders of Class B ordinary shares have the right to vote on director removal/appointment and on continuing the company outside the Cayman Islands before the business combination.
• · The sponsor purchased founder shares at a nominal price ($25,000 for 7,187,500 shares), creating substantial immediate dilution for public shareholders and a potential profit for the sponsor even if the business combination declines in value.