US IPO Pipeline SEC S-1 Filings — May 26, 2026

26-05-2026

VARSAL TECH, INC. filed an S-1 registration statement for an IPO of Class A Common Stock on the NYSE American. The company plans to raise approximately $30 million, allocating $15 million for U.S. specialty chemicals acquisitions and $15 million for a greenfield manufacturing plant in the Middle East (e.g., Saudi Arabia), with a total project cost of ~$100 million. However, the company discloses a material weakness in internal controls, expects substantial increased costs as a public company, and faces risks including potential delisting, stock price volatility, and management's broad discretion over proceeds.

• · The company has a material weakness in internal controls and has implemented a remediation plan including adding a controller.
• · The company qualifies as an emerging growth company (EGC) under the JOBS Act and will remain so until the earlier of: fifth anniversary of offering, $1.235B annual revenue, becoming a large accelerated filer, or issuing >$1B in non-convertible debt in three years.
• · All shares sold in the offering will be freely transferable; pre-offering shares are restricted securities subject to Rule 144 or Rule 701.
• · Lock-up agreements with underwriters restrict sales for 180 days after prospectus date, with possible waiver by R.F. Lafferty & Co., Inc.
• · Approximately [●] shares of Class A Common Stock will be available for resale under Rule 144 starting 90 days after prospectus date.
• · The company has never declared or paid cash dividends and intends to retain all earnings for business development.
• · No current agreements or commitments for any specific U.S. acquisitions; no ongoing negotiations.
• · Middle East project funding depends on securing government funds and local financing; no assurance of completion.
• · NYSE American may apply additional or more stringent listing criteria due to small public offering and large insider holdings.

26-05-2026

Kardigan, Inc. filed an S-1 registration statement for an initial public offering of voting common stock on The Nasdaq Stock Market under the symbol 'KARD'. The company plans to use net proceeds to fund clinical development of Danicamtiv, Ataciguat, and Tonlamarsen, as well as other R&D and general corporate purposes. The filing reveals a net loss of $56.1 million for Q1 2026, widening from $18.0 million in Q1 2025, and a net loss of $191.9 million for FY2025 compared to $88.7 million in FY2024, reflecting escalating operating expenses.

• · The company has authorized two series of common stock: voting and non-voting; only voting common stock is being offered in the IPO.
• · Underwriters have a 30-day option to purchase up to an additional number of shares at the public offering price, less underwriting discounts.
• · Up to 5% of shares are reserved for a directed share program for directors, officers, employees, and other associated persons.
• · Holders of non-voting common stock (if any) may convert to voting common stock, subject to a 9.99% beneficial ownership cap.
• · Pro forma net loss per share (basic and diluted) for FY2025 was $(5.04) and for Q1 2026 was $(1.43), reflecting the conversion of preferred stock.
• · As of March 31, 2026, the company had a stockholders' deficit of $300.6 million on an actual basis, which converts to $296.9 million equity on a pro forma basis after preferred stock conversion.
• · The company had $81.5 million in cash and cash equivalents and $205.6 million in short-term investments as of March 31, 2026.
• · Weighted-average exercise price for outstanding stock options under the 2023 Plan as of March 31, 2026 was $5.38 per share; for options granted after that date through May 26, 2026, it was $15.00 per share.
• · Warrants outstanding as of March 31, 2026 have an exercise price of $21.37 per share.

26-05-2026

SOLV Energy, Inc. filed an S-1 registration statement on May 26, 2026, for its initial public offering. The filing includes financial data showing the company's cost structure, customer concentration, and segment operations across Existing Infrastructure and New Construction. However, the company operates with significant customer concentration risk and multiemployer pension plan exposure, highlighting potential revenue and liability vulnerabilities.

• · The filing identifies two operating segments: Existing Infrastructure and New Construction.
• · Key customers included Customer H, Customer C, Customer E, and Customer G in 2024; and Customer C, Customer D, and Customer B in 2025.
• · Accounts receivable concentration risk exists with Customer A in 2025.
• · The company participates in multiple multiemployer pension plans including California Ironworkers Field Pension Trust, Construction Laborers Pension Trust for So. California, National Electrical Benefit Fund, and others.
• · A subsequent event on February 12, 2026, involved common stock issuances (Class A and Class B) and a revolving credit facility amendment with base rate or SOFR-based interest ranging from minimum to maximum rates.
• · The S-1 includes audited financials for fiscal years 2024 and 2025, and the first quarter of 2026 (through March 31, 2026).

26-05-2026

Forgent Power Solutions, Inc. filed an S-1 registration statement on May 26, 2026, for its initial public offering. The filing details the company's structure, including its OpCo LLC and various parent entities, and outlines significant related-party transactions, sponsor fees, and debt facilities. The company has a history of net losses and negative retained earnings, indicating ongoing financial challenges.

• · The filing includes multiple debt facilities: 2023 Term Loan Facility, 2025 Term Loan Facility, and a Senior Secured Revolving Line of Credit.
• · Related-party transactions include sponsor fees and expenses, revenue from related parties, and operating leases.
• · The company has a history of net losses and negative retained earnings, with retained earnings of $0 as of March 31, 2026.
• · The IPO involves Class A common stock, with a follow-on offering also mentioned.
• · The filing date is May 26, 2026, and the balance sheet date is March 31, 2026.

26-05-2026

Crestone Strategic Capital Acquisition Corp filed an S-1 registration statement on May 26, 2026, for its initial public offering. The filing details various scenarios for the offering, including the sale of units, private placement shares, and the potential exercise of an over-allotment option, with proceeds and share counts modeled across different redemption levels (0% to 100% of maximum). The company is a blank check company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.

• · The filing includes detailed modeling of ordinary shares outstanding, shares subject to redemption, net proceeds, offering costs, deferred underwriting fees, and overallotment liability under scenarios with and without the over-allotment option and at redemption levels of 0%, 25%, 50%, 75%, and 100% of maximum.
• · The registration statement was filed on May 26, 2026, with the SEC under CIK 0002136449.
• · The company is organized as a Limited Liability Company and is based in the Cayman Islands.

26-05-2026

SeeQC, Inc. filed an S-4 registration statement on May 26, 2026, in connection with its proposed merger with Allegro Merger Corp. Under the agreement, Allegro will merge into a subsidiary of SeeQC, with Allegro stockholders receiving one share of SeeQC common stock per share (with Allegro Rights receiving 1/10th of a share). The transaction is supported by a $65 million PIPE investment at $5.00 per share, and SeeQC's common stock is expected to list on Nasdaq under the ticker 'SEQC'. However, the Allegro Warrant Amendment requires approval from 65% of warrant holders, and as of the filing, only 48.8% have consented, creating execution risk.

• · The Merger Agreement was entered into on January 16, 2026.
• · Allegro Warrants not amended will be assumed by SeeQC if the Merger is consummated.
• · The Allegro Board set a record date of ______, 2026 for written consent solicitation.
• · The registration statement is preliminary and subject to completion.
• · SeeQC is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.
• · SeeQC's SIC code is 7374 (Services-Computer Processing & Data Preparation).

26-05-2026

Firefly Aerospace Inc. filed an S-1 registration statement on May 26, 2026, following its IPO on August 8, 2025. The company highlights its market-leading space and defense technology, including the only commercial fully successful Moon landing, and a $75 million NASA MoonFall award for four drones to the lunar south pole. However, the filing details significant risk factors including failure to achieve profitability, delayed launches, and dependence on major customers and government contracts, with AE Industrial Partners controlling over 50% voting power.

• · Firefly is the only commercial company to achieve a fully successful Moon landing.
• · Alpha is the first and only U.S.-based orbital rocket in the 1,000 kg class to reach orbit.
• · Eclipse, in final development with Northrop Grumman, is expected to deliver 16,000 kg payloads to LEO.
• · SciTec acquisition closed on October 31, 2025, adding AI-enabled defense software.
• · MoonFall mission targeted to launch no earlier than 2028.
• · AE Industrial Partners has the right to designate nominees to the board and controls >50% voting power.
• · Firefly qualifies as an emerging growth company under the JOBS Act.
• · Firefly was formed on January 27, 2017, and acquired assets of Firefly Systems Inc. in bankruptcy.

26-05-2026

GeoVax Labs filed an S-1 registration statement for a proposed IPO. The company reported a net loss of $21.5M for FY2025 (improved from $24.9M in FY2024) and a net loss of $5.3M for Q1 2026 (improved from $5.4M in Q1 2025). Revenue from government contracts declined to $2.5M in FY2025 from $4.0M in FY2024, and to $0 in Q1 2026 from $1.6M in Q1 2025. The company's lead candidate GEO-MVA is advancing to Phase 3 for mpox/smallpox, while Gedeptin is in planning for a Phase 2 trial.

• · GeoVax has not generated any revenue from product sales; all revenue to date is from government grants and contracts.
• · The ATI-RRPV Contract was terminated on April 11, 2025, resulting in zero revenue from government contracts in Q1 2026.
• · GEO-MVA is expected to initiate a Phase 3 trial in 2026, bypassing Phase 1/2 based on EMA scientific advice.
• · Gedeptin Phase 2 trial targeting HNSCC is planned to start in 2027.
• · The company is developing a continuous avian cell line manufacturing platform for MVA-based vaccines.
• · GeoVax's accumulated deficit and going concern status are not explicitly stated but implied by net losses and reliance on external funding.

26-05-2026

DPC Holdings Limited filed an S-1 registration statement on May 26, 2026 for its initial public offering of ordinary shares on the NYSE under the symbol 'DPC'. The company is an emerging growth company and has elected to comply with reduced public reporting requirements. The offering size and price range are not yet disclosed, but the company intends to change its name to DPC Holdings PLC prior to the offering.

• · The company is incorporated in Jersey and its principal executive offices are in Derby, United Kingdom.
• · The company adopted U.S. GAAP for its financial statements starting with the year ended December 31, 2024; prior periods were under IFRS.
• · The Federal Reserve Bank noon buying rate for GBP to USD on December 31, 2025 was GBP 0.74 per US$1.00, and on March 29, 2026 was GBP 0.75 per US$1.00.
• · The company has an ABL Facility with Wells Fargo entered into on March 6, 2020, as amended in August 2022.
• · The underwriters have a 30-day option to purchase additional ordinary shares.