US IPO Pipeline SEC S-1 Filings — June 11, 2026

11-06-2026

Pelican Acquisition II Corp, a newly formed blank check company, filed a registration statement on Form S-1 with the SEC on June 10, 2026 for an IPO of up to 7,500,000 units (or 8,625,000 if the over-allotment option is exercised in full) at $10.00 per unit, with each unit consisting of one ordinary share and one right. The offering is on a firm commitment basis with EarlyBirdCapital, Inc. as the sole book-running manager. The company intends to focus on technology businesses globally, but has not identified any specific target. Upon consummation, $10.10 per unit will be deposited into a trust account. Key risks include immediate and substantial dilution for public shareholders, as the sponsor acquired founder shares at a nominal price, and the company's management may have conflicts of interest in selecting a target. The registration statement highlights that investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

• · The company is a blank check company incorporated in the Cayman Islands on February 26, 2026.
• · The company will qualify as an 'emerging growth company' under the JOBS Act and will be subject to reduced reporting requirements.
• · The offering is structured as a firm commitment underwriting.
• · The securities are expected to be listed on Nasdaq under symbols 'PLCI' (ordinary shares) and 'PLCIR' (rights).
• · The trust account will be maintained by Continental Stock Transfer & Trust Company.
• · The underwriter (EarlyBirdCapital, Inc.) will receive 200,000 EBC founder shares as additional compensation.
• · Upon 100% redemption of public shares and assuming no over-allotment, the net tangible book value per ordinary share is $0.29, representing a difference of $9.71 from the offering price.
• · The sponsor acquired founder shares at a nominal price, which will result in immediate and substantial dilution for public shareholders.
• · There is a potential conflict of interest as management may have fiduciary duties to other entities that could affect target selection.
• · No specific business combination target has been identified, and no substantive discussions have occurred.
• · The company's management team includes Robert Labbe, who has prior SPAC experience with Pelican Acquisition Corporation (which merged with Greenland Exploration Limited).
• · Working capital loans of up to $1,500,000 may be converted into private units at $10.00 per unit.
• · The company's initial business combination must be with a target having a fair market value of at least 80% of the trust account balance.

11-06-2026

FingerMotion, Inc. filed an S-1 registration statement for the fiscal year ended February 28, 2026, updating its base prospectus and ATM prospectus supplement. The company reported that its aggregate market value held by non-affiliates fell below $75 million, disqualifying it from General Instruction I.B.I of Form S-3, but it continues to rely on SEC administrative guidance to sell up to $50,000,000 of common stock under the existing Sales Agreement. Subsequently, on May 13, 2026, the company issued a $5,000,000 convertible note (with a $700,000 original issue discount) to an institutional investor, convertible at $0.94 per share.

• · The company's capital allocation strategy focuses on supporting core telecom products/services, selective platform investments (C2, DaGe, JiuGe, Sapientus), strategic acquisitions, and regional expansion in Southeast Asia (Indonesia, Thailand).
• · No off-balance sheet arrangements were identified that are material to investors.
• · The convertible note issued on May 13, 2026, has an initial fixed conversion price of $0.94 per share and was issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.
• · A loan from Dr. Liew Yow Ming with an outstanding balance of SGD$500,000 was extended to September 4, 2026, with interest at 24.5% per annum.

11-06-2026

Cardiff Lexington Corp filed an S-1 registration statement on June 11, 2026, covering the resale of up to 50,166,667 shares of common stock by a Selling Stockholder under a Purchase Agreement entered into on June 5, 2026. The agreement allows the company to sell up to $75,000,000 of its common stock over 36 months, with an initial commitment of $25,000,000, but the company will receive no proceeds from the resale of shares by the Selling Stockholder. The filing highlights significant risks including potential dilution for existing stockholders, reliance on the Selling Stockholder for financing, and broad management discretion over use of proceeds.

• · The company has never declared or paid cash dividends on its capital stock and does not anticipate paying any in the near future.
• · The Purchase Agreement includes a minimum stock price restriction of $0.20 per share (unless waived by the Selling Stockholder).
• · The company may increase the Total Purchase Commitment from $25,000,000 to $75,000,000 at its sole discretion.
• · The company intends to use net proceeds for working capital, general corporate purposes, and potential future acquisitions, but has not entered into any binding agreements for such acquisitions as of the filing date.
• · The registration statement was filed with the SEC on June 11, 2026, and the Purchase Agreement was entered into on June 5, 2026.
• · The company may invest net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit, or U.S. government obligations pending use.

11-06-2026

Viking Acquisition Corp. II, a blank check company, filed an S-1 registration statement on June 11, 2026, for an initial public offering of 20,000,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one-third of one warrant. The offering aims to raise $200,000,000, with an additional 3,000,000 units available for over-allotments. The company has 24 months from the closing to complete an initial business combination, but has not yet selected any target or initiated substantive discussions.

• · The company is incorporated in the Cayman Islands and has not selected any business combination target.
• · Each warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share.
• · Warrants become exercisable on the later of 30 days after business combination or 12 months from closing, and expire 5 years after business combination.
• · Sponsor purchased 7,666,667 Class B ordinary shares for $25,000 ($0.00326 per share), resulting in immediate and substantial dilution for public shareholders.
• · Class B ordinary shares convert to Class A on a one-for-one basis at business combination, subject to anti-dilution adjustments that could result in greater than one-to-one conversion.
• · The trust account will hold proceeds from the IPO, and public shareholders have redemption rights upon business combination or liquidation.
• · If no business combination is completed within 24 months, the company will redeem 100% of public shares from the trust account.
• · Cohen & Company Capital Markets will act as a purchaser in the private placement, subject to FINRA rules limiting warrant exercisability to 5 years from commencement of sales.