US IPO Pipeline SEC S-1 Filings — June 08, 2026

IPO Pipeline

By Gunpowder Editorial ·

6 high priority 6 total filings analysed

Executive Summary

The IPO pipeline on June 8, 2026, is dominated by three new SPAC filings (AParadise II, Research Alliance Corp IV, and Cartesian Growth Corp IV) collectively seeking to raise $635 million, signaling a resurgence in blank-check activity despite a challenging regulatory environment.

Among the three follow-on filings, AIM ImmunoTech, HCW Biologics, and Agape ATP Corp all exhibit mixed sentiment due to operational risks, Nasdaq compliance issues, and uncertain capital structures. Period-over-period data reveals Agape ATP Corp narrowing its net loss by 52% YoY in Q1 2026, while AIM ImmunoTech and HCW Biologics show no revenue from approved products, relying on warrant exercises for potential cash. Insider activity is absent across all filings, but forward-looking statements highlight key catalysts: AIM's planned Phase 3 pancreatic cancer trial with Thermo Fisher, HCW's Phase 1 alopecia areata data, and Agape's unresolved $24.1M investment deposit. The most critical developments are the SPACs' lack of identified targets, which creates binary risk, and the biotech firms' reliance on regulatory approvals and Nasdaq compliance deadlines. Portfolio-level patterns include a concentration of high-risk, pre-revenue companies in the follow-on space and a return of large SPAC IPOs targeting $250M+ raises.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: S-1

Tracking the trend? Catch up on the prior US IPO Pipeline SEC S-1 Filings digest from June 05, 2026.

Investment Signals (12)

  • Largest SPAC filing at $250M raise (25M units), with sponsor and Cantor Fitzgerald committing $5M in private placement warrants, signaling strong institutional backing

  • Net loss narrowed 52% YoY to $340,906 in Q1 2026 (from $712,919), and FY2025 loss improved to $2.3M from $2.5M, showing operational improvement trajectory

  • Potential $14.5M cash infusion if all warrants exercised, providing non-dilutive capital for Phase 3 pancreatic cancer trial with Thermo Fisher, a strong validation partner

  • HCW9206 featured in Science Advances (March 2026) for CAR-T manufacturing, with commercial-ready reagents (HCW9201, HCW9206) generating potential near-term revenue

  • $135M IPO with 45-day over-allotment option for 2.025M additional units, and sponsor/CCM committed to 485,000 private placement units, ensuring minimum funding

  • Only 39.3% of public shares needed to approve a business combination (assuming all shares voted), lowering the hurdle for deal completion but raising governance concerns

  • Regained Nasdaq minimum bid price compliance on March 10, 2026, after receiving delisting letter on Feb 2, 2026, reducing immediate delisting risk

  • Nasdaq non-compliance exception granted until July 29, 2026, with compliance deadline Sept 22, 2026, creating a binary catalyst for stock price recovery

  • Ampligen approved in Argentina for severe CFS but not FDA-approved in U.S., with orphan drug designations for pancreatic cancer in U.S. and EU, providing regulatory pathway optionality

  • Two non-managing sponsor investors expressed interest to purchase 875,000 private placement warrants ($1.75M aggregate), indicating early institutional interest

  • Blank check company with no target identified and no substantive discussions initiated, typical for SPAC IPO stage but carries high execution risk

  • Restriction on shareholders holding >15% of public shares from redeeming more than that amount without prior consent, potentially protecting deal completion

Risk Flags (10)

  • $24.12M deposited with Bi Cheng Investment Management for unidentified investments, representing 98% of current assets ($24.65M), with uncertain financial return and no identified opportunities

  • Received delisting letter on Feb 2, 2026 due to low-priced stock rule (closing bid $0.10 or less for 10 consecutive days), and negative operating cash flow of $394,770 in Q1 2026

  • Ampligen not FDA-approved in U.S., with no guarantee of approval for pancreatic cancer or any indication, making the stock highly speculative

  • Non-compliance notice for minimum bid price ($1.00) in March 2026, with exception expiring July 29, 2026, and compliance deadline Sept 22, 2026; failure to maintain price could lead to delisting

  • Only 39.3% of public shares needed to approve a business combination (assuming all shares voted), potentially allowing deals with minimal shareholder support

  • No business combination target selected and no substantive discussions initiated, typical for SPAC IPO but carries risk of poor target selection or liquidation

  • No business combination target selected and no substantive discussions initiated, with $250M in trust at risk if no deal completed within 24 months

  • Company will not receive any proceeds from stock sales by selling stockholders, only potential $14.5M if all warrants exercised, limiting capital for operations

  • Accumulated deficit reached $12.1M as of March 31, 2026, with no clear path to profitability given negative operating cash flow

  • Clinical-stage company with no approved products, relying on fusion immunotherapeutics for chronic inflammation, with HCW9302 Phase 1 trial for alopecia areata still early stage

Opportunities (10)

  • Planned Phase 3 trial for pancreatic cancer with Thermo Fisher Scientific, leveraging orphan drug designations in U.S. and EU, could unlock significant value if successful

  • HCW9206 featured in Science Advances (March 13, 2026) for improving CAR-T cell therapy manufacturing and performance against cancer and HIV, potentially attracting partnership interest

  • Net loss narrowed 52% YoY in Q1 2026, and FY2025 loss improved 8% YoY, suggesting management is effectively cutting costs and improving efficiency

  • $250M trust provides significant acquisition firepower, and sponsor/Cantor Fitzgerald commitment ($5M) signals confidence in finding a high-quality target

  • Sponsor and CCM committed to 485,000 private placement units at $10.00 each ($4.85M), aligning incentives with public shareholders

  • HCW9201 and HCW9206 are commercial-ready reagents for CAR-T and NK cell therapy production, providing potential near-term revenue stream independent of clinical pipeline

  • Ampligen approved for commercial sale in Argentina for severe CFS, providing a revenue base and real-world data that could support U.S. FDA discussions

  • 39.3% shareholder approval requirement for business combination (assuming all shares voted) could facilitate faster deal completion, benefiting early investors

  • Regained minimum bid price compliance on March 10, 2026, removing immediate delisting overhang and potentially attracting new investors

  • HCW11-006 to be developed by Trimmune with Phase 1 trials in China expected mid-2027, and HCW Biologics has Opt-In Right for Americas market, providing optionality

Sector Themes (6)

  • SPAC Resurgence

    Three new SPAC IPOs on June 8, 2026, collectively raising $635M, indicating renewed appetite for blank-check vehicles despite regulatory scrutiny and poor historical performance of many de-SPACed companies

  • Biotech Follow-On Dilution

    Both AIM ImmunoTech (31.3M shares) and HCW Biologics (5.7M shares) filed S-1s for resale by selling stockholders, signaling potential overhang and dilution risk for existing shareholders

  • Nasdaq Compliance Challenges

    Two of three follow-on filers (HCW Biologics and Agape ATP Corp) have recent Nasdaq non-compliance issues, highlighting the precarious financial health of small-cap biotech and healthcare companies

  • Pre-Revenue Reliance on Warrants

    Both AIM ImmunoTech and HCW Biologics have no approved products in the U.S., relying on warrant exercises and partnerships for funding, creating binary outcomes tied to clinical data

  • Institutional Backing in SPACs

    Cartesian Growth Corp IV and AParadise II both have sponsor and institutional commitments (Cantor Fitzgerald, CCM) for private placements, signaling selective institutional appetite for SPACs with strong management

  • Geographic Diversification in SPACs

    AParadise II is incorporated in British Virgin Islands, while Cartesian Growth Corp IV and Research Alliance Corp IV are likely U.S.-domiciled, showing SPACs are using offshore jurisdictions for flexibility

Watch List (8)

Filing Analyses (6)
AParadise II Acquisition Corp. S-1 neutral materiality 8/10

08-06-2026

AParadise II Acquisition Corp., a blank check company incorporated in the British Virgin Islands, filed an S-1 registration statement on June 8, 2026, for an initial public offering of 13,500,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. The offering aims to raise $135,000,000, with an additional over-allotment option of up to 2,025,000 units. The company has not yet selected any business combination target and has not initiated substantive discussions with any target.

  • · The company is a blank check company (SIC 6770) formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination.
  • · The underwriters have a 45-day option to purchase up to an additional 2,025,000 units to cover over-allotments.
  • · The sponsor and CCM have committed to purchase an aggregate of 485,000 private placement units (or 525,500 if over-allotment is exercised in full) at $10.00 per unit.
  • · Non-voting sponsor investors have expressed interest to indirectly purchase an aggregate of [•] private placement units through the purchase of non-voting interests in the sponsor.
  • · Public shareholders have redemption rights upon completion of the initial business combination, with a limitation that a shareholder acting in concert or as a group cannot redeem more than 15% of the shares sold in the offering without prior consent.
  • · The company has not selected any business combination target and has not initiated any substantive discussions with any target.
  • · The company is an emerging growth company and a smaller reporting company.
Research Alliance Corp IV S-1 neutral materiality 7/10

08-06-2026

Research Alliance Corp IV filed an S-1 registration statement for its initial public offering, detailing the structure of a special purpose acquisition company (SPAC) that will raise funds through the sale of units consisting of Class A ordinary shares and warrants. The filing outlines redemption rights for public shareholders upon completion of a business combination, with an initial trust account value of $10.00 per public share, and includes provisions that limit shareholders holding more than 15% of public shares from redeeming more than that amount without prior consent. However, the filing also notes that if shareholder approval is sought, only 39.3% of public shares need to be voted in favor (assuming all shares are voted) to approve a business combination, and that purchases by insiders could reduce the public float and make listing difficult.

  • · The filing is an S-1 registration statement for a SPAC IPO.
  • · The trust account is initially anticipated to hold $10.00 per public share.
  • · Shareholders holding more than 15% of public shares are restricted from redeeming more than that amount without prior consent.
  • · If shareholder approval is sought, only 39.3% of public shares (2,950,736 shares) need to be voted in favor, assuming all shares are voted.
  • · Insider purchases of securities outside the redemption offer could reduce the public float and make listing difficult.
  • · The company must complete a business combination within 24 months from the closing of the offering or redeem 100% of public shares.
Cartesian Growth Corp IV S-1 neutral materiality 8/10

08-06-2026

Cartesian Growth Corporation IV filed an S-1 registration statement on June 8, 2026, for an initial public offering of 25,000,000 units at $10.00 per unit, aiming to raise $250,000,000. The SPAC has not yet selected a business combination target and has not initiated substantive discussions with any target. The offering includes a 45-day over-allotment option for up to 3,750,000 additional units, and the sponsor and Cantor Fitzgerald have committed to purchase 2,500,000 private placement warrants at $2.00 each ($5,000,000 aggregate).

  • · The sponsor and Cantor Fitzgerald have committed to purchase 2,500,000 private placement warrants at $2.00 each, totaling $5,000,000.
  • · Two non-managing sponsor investors have expressed interest to indirectly purchase 875,000 private placement warrants at $2.00 each ($1,750,000 aggregate).
  • · Initial shareholders purchased 7,187,500 founder shares for $25,000, with up to 937,500 to be surrendered depending on over-allotment exercise.
  • · The sponsor will provide a $750,000 working capital loan, non-interest bearing and unsecured, due at business combination closing.
  • · Up to $1,500,000 of working capital loans may be convertible into warrants at $2.00 per warrant.
  • · Each independent director receives an indirect interest in 30,000 founder shares through DirectorCo.
  • · The company has not selected any business combination target and has not initiated substantive discussions with any target.
  • · Public shareholders have redemption rights at per-share price equal to trust account balance divided by outstanding public shares, with a 15% redemption limit per shareholder if shareholder vote is held.
AIM ImmunoTech Inc. S-1 mixed materiality 8/10

08-06-2026

AIM ImmunoTech Inc. filed an S-1 registration statement for the resale of up to 31,287,933 shares of common stock by selling stockholders, which includes shares underlying Class H, Class I, and placement agent warrants. The company will not receive any proceeds from the stock sales, but could receive up to approximately $14.5 million if all warrants are exercised for cash. While the company highlights progress in its Phase 2 DURIPANC study for pancreatic cancer and a planned Phase 3 trial with Thermo Fisher Scientific, it also notes that Ampligen has not been approved by the FDA in the U.S. and faces significant risks, including a highly speculative investment profile.

  • · Ampligen is approved for commercial sale in Argentina for severe Chronic Fatigue Syndrome, but not FDA-approved in the U.S.
  • · The company has orphan drug designations for pancreatic cancer in the U.S. and EU.
  • · The DURIPANC study is an investigator-initiated, open-label, single-center study at Erasmus MC.
  • · AIM announced an agreement with Thermo Fisher Scientific in March 2026 to design a Phase 3 trial for Ampligen in late-stage pancreatic cancer.
  • · The company has conducted animal studies showing Ampligen's antiviral activity against SARS-CoV-2, Ebola, and other viruses.
  • · The WHO declared the Ebola outbreak involving the Bundibugyo strain a Public Health Emergency of International Concern.
  • · As of May 29, 2026, there were 24,328,623 shares of common stock outstanding.
  • · Outstanding options and warrants (excluding those in the offering) could result in additional shares: 1,173 options at $1,669.99, 23,860 options at $152.55, 3,600 consultant options at $46.00, 2,593,189 Class E/F warrants at $1.439, 100,000 participating warrants at $4.40, and 3,374,000 Class G warrants at $1.00.
HCW Biologics Inc. S-1 mixed materiality 8/10

08-06-2026

HCW Biologics Inc. filed an S-1 registration statement for the resale of up to 5,693,950 shares of common stock by selling stockholders. The clinical-stage biopharmaceutical company is developing fusion immunotherapeutics for chronic inflammation-related diseases and has commercial-ready reagents (HCW9201, HCW9206) for CAR-T and NK cell therapy production. However, the company received a Nasdaq non-compliance notice for its minimum bid price ($1.00) in March 2026, and while it was granted an exception until July 29, 2026, it faces potential delisting if it fails to maintain compliance through September 22, 2026.

  • · HCW9206 was featured in a Science Advances publication on March 13, 2026, showing potential to improve CAR-T cell therapy manufacturing and performance against cancer and HIV.
  • · HCW9302 first patient dosed on November 17, 2025, in a Phase 1 trial for alopecia areata at Ohio State University.
  • · HCW11-006 is to be developed by Trimmune, with Phase 1 trials in China expected to begin in mid-2027; HCW Biologics has an Opt-In Right for the Americas market.
  • · The company terminated its exclusive worldwide license agreement with Wugen Inc. on May 21, 2026, for ex vivo rights to HCW9201 and HCW9206.
  • · The company qualifies as an emerging growth company until December 31, 2026, and as a smaller reporting company.
  • · Nasdaq hearing held on May 5, 2026; exception granted on May 29, 2026, requiring compliance with $1.00 bid price for 20 consecutive trading days by July 29, 2026, with a discretionary monitor period through September 22, 2026.
  • · As of June 3, 2026, the last quoted sale price was $1.68 per share.
  • · The company is prepared to effect a reverse stock split on or about June 30, 2026, if needed to maintain compliance.
Agape ATP Corp S-1 mixed materiality 8/10

08-06-2026

Agape ATP Corp (ATPC) filed an S-1 registration statement for an underwritten public offering of units, with Network 1 Financial Securities as the underwriter. The company reported net losses of $340,906 for Q1 2026 (improved from a $712,919 loss in Q1 2025) and $2.3M for FY2025 (narrowed from $2.5M in FY2024), while accumulated deficit reached $12.1M as of March 31, 2026. However, the company faces Nasdaq non-compliance history (recently regained minimum bid price compliance), going concern uncertainty due to $24.1M deposited with Bi Cheng Investment Management for unidentified investments, and negative operating cash flow of $394,770 in Q1 2026.

  • · Nasdaq issued a delisting letter on February 2, 2026 due to low-priced stock rule (closing bid $0.10 or less for ten consecutive trading days), but compliance was regained and hearing cancelled on March 10, 2026.
  • · The company's current assets of $24.65M are dominated by a $24.12M deposit paid to Bi Cheng Investment Management for investment opportunities that have yet to be identified, with uncertain financial return.
  • · Underwriter compensation includes warrants to purchase common stock and expense reimbursement beyond the stated underwriting discounts.
  • · The company intends to deliver shares of common stock electronically upon closing and receipt of investor funds.
  • · The S-1 incorporates by reference the 2025 Annual Report on Form 10-K and Q1 2026 Form 10-Q, as well as future SEC filings.
  • · Proceeds table amounts for public offering price, underwriting discounts, and net proceeds are not disclosed in this summary excerpt (left blank).

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