US IPO Pipeline SEC S-1 Filings — May 29, 2026

29-05-2026

PEOPLES BANCORP INC (PEBO) filed an S-4 registration statement on May 29, 2026, in connection with its proposed merger with Citizens, where Citizens shareholders will receive 2.10 Peoples common shares and $8.00 in cash per Citizens share. The filing highlights significant risks, including potential difficulties integrating Citizens' operations, loss of key employees, and the limited market for Citizens' OTC-traded shares, which may affect the fairness assessment. Former Citizens shareholders are expected to own approximately 5.4% of the combined company, reducing their influence, and the merger is subject to a $3 million termination fee if Citizens pursues an alternative acquisition.

• · The Exchange Ratio is fixed at 2.10 Peoples shares per Citizens share, subject to customary anti-dilution adjustments and a potential increase if Peoples' stock price declines relative to the Nasdaq Bank Index.
• · Citizens' common shares trade on the OTC market with limited and sporadic volume, making market price an unreliable indicator of fair value.
• · The fairness opinion from Hovde is dated April 20, 2026, and does not reflect changes after that date.
• · The merger agreement restricts Citizens from soliciting alternative proposals and requires a $3 million termination fee under certain conditions.
• · If the merger fails, Citizens may face negative reactions from customers and employees, and litigation risks.

29-05-2026

Kodiak AI, Inc. (formerly AACT) filed an S-1 registration statement detailing its business combination completed on September 24, 2025, which included a domestication from the Cayman Islands to Delaware, a merger with Legacy Kodiak, and concurrent financings. The company raised $145.0 million through a Series A Preferred Stock investment and $60.0 million through a PIPE, while also securing $43.9 million in Second Lien Loans. However, the filing also reveals that $10.0 million of the Exchanged SAFE Loan remains outstanding and not converted, and no amounts were drawn under the $20.0 million delayed draw facility, indicating potential liquidity constraints.

• · The exercise price of Private Placement Warrants and Public Warrants was adjusted to $9.28 on October 20, 2025.
• · Earn Out Securities are subject to three price thresholds: $18.00, $23.00, and $28.00 per share, with 25,000,000 securities vesting at each threshold.
• · The Earn Out Period ends on September 24, 2029, or upon a Change of Control.
• · 50% of SPAC Sponsor's Common Stock (SPAC Sponsor Earn Out Shares) are subject to vesting upon Triggering Event I.
• · One Preferred Investor's $50.0 million PIPE commitment was replaced by a Series A Preferred Investment.
• · $10.0 million of PIPE subscriptions were satisfied by non-redeemed AACT Class A Ordinary Shares.
• · The Exchanged SAFE Loan of $10.0 million remains outstanding and was not converted into Common Stock.
• · No amounts were drawn under the $20.0 million SPAC Sponsor Affiliate Delayed Draw Loans.

29-05-2026

BullFrog AI Holdings, Inc. filed an S-1 registration statement on May 29, 2026, to register an additional 2,000,000 shares of common stock for resale by Lincoln Park under a Purchase Agreement. The company has a going concern opinion from its auditor, has recently regained compliance with Nasdaq's stockholders' equity requirement after raising $3.45 million, but remains non-compliant with the minimum bid price rule (below $1.00 per share) with a compliance deadline of August 10, 2026. On a positive note, the company entered a feasibility agreement with a global pharmaceutical company in March 2026 to apply its bfLEAP® AI platform for drug target discovery in major depressive disorder.

• · The company received a Nasdaq non-compliance notice on February 10, 2026 for bid price below $1.00; has until August 10, 2026 to regain compliance.
• · Stockholders approved a reverse stock split in October 2025 (ratio 1:2 to 1:15), which the board may use to address bid price deficiency.
• · The feasibility agreement with a global pharma company for MDD drug target discovery runs for one year from March 27, 2026.
• · The company qualifies as an emerging growth company and has elected not to opt out of extended transition period for new accounting standards.
• · The company does not intend to pay dividends on common stock.
• · Lincoln Park's purchase commitment is up to $10 million; the company may not have access to the full amount.
• · The company's auditor included a going concern explanatory paragraph in its report on the December 31, 2025 financial statements.

29-05-2026

Wilco 63 Corporation, a Cayman Islands blank check company, filed an S-1 registration statement on May 29, 2026, for an initial public offering of 20,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-half of one redeemable warrant, aiming to raise $200,000,000. The company has not yet selected a business combination target and has not initiated any substantive discussions. The offering includes a 45-day over-allotment option for up to 3,000,000 additional units, and the sponsor and underwriter have committed to purchase 5,000,000 private placement warrants at $1.00 per warrant, generating $5,000,000. However, public shareholders face immediate and substantial dilution due to the sponsor's founder shares acquired at a nominal price of $0.004 per share, and the company has no operating history or revenue.

• · The company is a blank check company (SPAC) with no operations and no business combination target selected.
• · The warrants become exercisable 30 days after the initial business combination and expire five years after that date.
• · Public shareholders have redemption rights upon completion of the initial business combination, but holders of more than 15% of the shares sold in the offering are restricted from redeeming without prior consent if a shareholder vote is held.
• · The sponsor's loan of up to $1,300,000 is non-interest bearing, unsecured, and due at the closing of the initial business combination.
• · The anti-dilution provision of founder shares may result in issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion, increasing dilution.

29-05-2026

Bridge III Acquisition Ltd, a blank check company incorporated in the British Virgin Islands, filed an S-1 registration statement on May 29, 2026, for an initial public offering of 10,000,000 units at $10.00 per unit, with each unit consisting of one ordinary share and one right (eight rights entitle the holder to one ordinary share upon a business combination). The company has no specific target business identified and will focus on a merger or acquisition with one or more businesses, not limited to a particular industry or region. The sponsor, Oriental Holdings Limited, purchased founder shares at a nominal price of approximately $0.009 per share, resulting in immediate and substantial dilution for public shareholders, and will also purchase 175,000 private units for $1,750,000 in a concurrent private placement.

• · The company has 15 months from the closing of the offering to consummate an initial business combination, with the option to extend up to two times by three months each (total up to 21 months), requiring deposits of $1,000,000 to $1,150,000 per extension.
• · Public shareholders may redeem their ordinary shares upon consummation of the initial business combination at a per-share price equal to the trust account balance divided by the number of public shares, but shareholders holding 20% or more of the public shares are restricted from seeking redemption without prior written consent.
• · If no business combination is completed within the time period, the trust account will be distributed to public shareholders (net of taxes and up to $50,000 for liquidation expenses), and the rights will expire worthless.
• · The sponsor, Oriental Holdings Limited, has agreed to purchase 175,000 private units (or 186,250 if over-allotment is exercised in full) at $10.00 per unit in a private placement closing simultaneously with the IPO.
• · Up to $1,500,000 of working capital loans made by the sponsor may be converted into units at $10.00 per unit, identical to the private units.
• · The company is an emerging growth company and a smaller reporting company, and has elected not to use the extended transition period for complying with new financial accounting standards.