US IPO Pipeline SEC S-1 Filings — June 12, 2026

12-06-2026

Southern Cross Acquisition I Corp. filed an S-1 registration statement on June 11, 2026, for an IPO of 10,000,000 units at $10.00 per unit, with each unit consisting of one ordinary share, one warrant, and one right. The company has issued 2,875,000 founder shares to its sponsor for $25,000 (approximately $0.0087 per share) and plans to sell 224,300 private units to the sponsor simultaneously with the offering. The warrants have an exercise price of $11.50 per share and are redeemable at $0.01 per warrant if the share price exceeds $18.00 for 20 trading days within a 30-day period, while rights entitle holders to one-fourth of an ordinary share upon a business combination. However, if no business combination is completed within the required timeframe, rights will expire worthless and holders will receive no trust proceeds.

• · Warrants become exercisable 30 days after business combination or 1 year from effective date, expire 5 years after business combination.
• · Warrant exercise price adjusted to 115% of higher of Market Price or Newly Issued Price if certain conditions are met (issuance below $9.20 per share, proceeds >60% of total, Market Price <$9.20).
• · Rights automatically convert to 1/4 ordinary share upon business combination; if company is not the survivor, holders must affirmatively convert.
• · If no business combination completed within required time, rights expire worthless and holders receive no trust proceeds.
• · Founder shares represent 20% of post-offering shares (excluding private and representative shares).
• · Sponsor may purchase up to 239,300 private units if over-allotment is exercised in full.

12-06-2026

Ares Acquisition Corporation III filed an S-1 registration statement on June 12, 2026, for an initial public offering of 30,000,000 units at $10.00 per unit, aiming to raise $300,000,000. The company is a blank check company (SPAC) formed to pursue an initial business combination, but has not yet selected any target or initiated substantive discussions. Each unit consists of one Class A ordinary share and one-tenth of a redeemable warrant exercisable at $11.50 per share.

• · The company is incorporated as a Cayman Islands exempted company.
• · No business combination target has been selected, and no substantive discussions have been initiated with any target.
• · Each whole warrant becomes exercisable 30 days after completion of an initial business combination.
• · The company may pursue an initial business combination in any business or industry.
• · The registration statement is subject to completion and dated June 12, 2026.

12-06-2026

Splash Beverage Group filed an S-1 registration statement amid significant financial and operational challenges. The company incurred a net loss of $25.2 million in 2025, its stock price has declined from $0.741 to below $0.20, and it faces imminent NYSE American delisting due to low share price and market capitalization below $5 million. Management is pursuing a potential reverse merger or acquisition in the cannabinoid/wellness sector after a letter of intent with Medterra expired, but no definitive agreement has been reached and the company may lack the time and resources to complete a transaction before delisting.

• · Letter of intent with Medterra expired on May 4, 2026, without a definitive agreement.
• · NYSE American considers $0.10 per share a 'low stock price' triggering immediate delisting; stock traded below $0.20 in late May 2026.
• · Proposed NYSE American rule changes (effective as early as Oct 2026) would increase low-price threshold to $0.25 and add a $5M market cap minimum; stock closed at $0.25 with market cap below $5M as of June 5, 2026.
• · Company may attempt a proportionate reverse stock split (ratio below 1:5) but warns that reverse splits often lead to further price declines.
• · Potential litigation risk from seller of Costa Rican water assets regarding cancellation of Series C Convertible Preferred Stock (issued for $20M deal).
• · Any business combination would result in substantial dilution to existing stockholders.
• · Company has experienced recurring losses and negative cash flows from operations; expects continued losses.
• · No assurance that any acquisition or reverse merger will be completed before NYSE American delisting timeline.
• · Delisting would substantially hinder capital raising ability and could force cessation of operations.

12-06-2026

Lantern Pharma Inc. filed an S-1 registration statement on June 12, 2026, covering up to 2,242,719 shares of common stock issuable upon exercise of warrants (Purchase Warrants and Placement Agent Warrants) held by selling stockholders. The Company will not receive any proceeds from the sale of shares by selling stockholders; gross proceeds from a full cash exercise of all warrants would be approximately $5.1 million, but there is no assurance the warrants will be exercised. As of March 31, 2026, the Company had only $6.3 million in cash, cash equivalents and marketable securities, and working capital of $3.3 million; management believes existing funds are sufficient only until approximately mid-first quarter of 2027. The financial statements contain a going concern qualification, and the Company expects to continue incurring losses and negative operating cash flows, requiring substantial additional capital to fund operations beyond early 2027.

• · Common stock price range (12-month period ending May 31, 2026): High $5.74, Low $1.11.
• · Purchase Warrants: Exercise price $2.27, exercisable from Nov 14, 2026, expiring Nov 14, 2031.
• · Placement Agent Warrants: Exercise price $2.575, exercisable from Nov 14, 2026, expiring May 12, 2031.
• · May 2026 Offering: 1,454,175 common shares at $2.06 per share and 681,748 pre-funded warrants at $2.0599 per share closed on May 14, 2026 for gross proceeds of $4.4 million.
• · Cash runway expected only to ~mid Q1 2027; substantial doubt about ability to continue as a going concern without additional funding.

12-06-2026

Thunder Bridge Capital Partners V, Ltd. filed an S-1 registration statement on June 12, 2026, for an initial public offering. The filing details the proposed offering of units consisting of ordinary shares and warrants, with a maximum aggregate offering price of up to $200,000,000 including the over-allotment option. The company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

• · The filing is an S-1 registration statement under the Securities Act of 1933.
• · The company is a blank check company (SPAC) seeking acquisition targets.
• · The offering includes an over-allotment option of up to 15% of the offered units.
• · The company's business address is 9912 Georgetown Pike, Suite D203, Great Falls, VA 22066.

12-06-2026

Game Your Game Inc. filed an S-1 registration statement for a direct listing on Nasdaq under the symbol 'GYGY', registering up to 16,072,730 shares of common stock for resale by existing stockholders. The company is an emerging growth company and smaller reporting company, and will be a 'controlled company' post-listing with former CEO Nadir Ali owning ~65% voting power. No proceeds will be received by the company from the sale of shares by selling stockholders.

• · The company converted from Delaware to Nevada corporation effective March 31, 2026, with a conversion ratio of 1.630876537.
• · Grafiti LLC will transfer its shares to parent Grafiti Group LLC prior to effectiveness.
• · Game Your Game will issue 18,000.018 shares of series A convertible preferred stock to Grafiti Group LLC in exchange for 2,500,000 common shares.
• · The direct listing is not underwritten; Maxim Group LLC acts as financial advisor for price discovery.
• · No public market currently exists for the common stock; trading is expected to commence on or around 2026.

12-06-2026

bioAffinity Technologies, Inc. filed an S-1 registration statement to offer 2,631,579 shares of common stock at $1.52 per share and associated pre-funded warrants, expecting net proceeds of approximately $3.4 million. The company generated revenue of $1.4 million in Q1 2026, but total revenue declined from $9.4 million in FY2024 to $6.2 million in FY2025. The filing highlights significant risk factors, including going concern uncertainty and the need for additional capital, while also noting its status as an emerging growth company with reduced disclosure requirements.

• · Pre-funded warrants offered at an exercise price of $0.007 per share for purchasers exceeding beneficial ownership limits of 4.99% or 9.99%.
• · No established trading market for the warrants; the company does not intend to list them.
• · The company is an emerging growth company and smaller reporting company, utilizing extended transition periods for accounting standards and scaled disclosures.
• · Outstanding warrants have a weighted average exercise price of $22.38 per share, significantly above the assumed offering price of $1.52.
• · Outstanding options have a weighted average exercise price of $6.52.
• · 450 shares of Series B Convertible Preferred Stock are convertible at $3.00 per share.
• · The company had no revenue prior to 2022, generated initial revenue that peaked at $9.4M in FY2024, only to decline to $6.2M in FY2025.
• · Risk factors include reliance on PPLS for CyPath® Lung, potential patent issues, and high competition.
• · Proceeds will be used for working capital and general corporate purposes; no specific allocation provided.

12-06-2026

Solidion Technology Inc. filed an S-1 registration statement on June 12, 2026, for the resale of up to 8,629,516 shares of common stock by selling securityholders, including shares issued under purchase agreements, convertible notes, merger agreements, and warrants. The company will not receive any proceeds from the resale but will receive proceeds from cash exercises of warrants. The stock closed at $25.83 on June 11, 2026, and the company is classified as an emerging growth company and smaller reporting company, with no financial results or operational metrics disclosed in this filing.

• · The Registration Statement is filed under SEC file number 333-296765.
• · Solidion is a Delaware corporation with fiscal year ending December 31.
• · The company has elected not to use the extended transition period for complying with new financial accounting standards under the JOBS Act.
• · No specific financial results, revenue, or operational metrics are disclosed in this filing.
• · The offering includes warrants with exercise prices and terms not fully detailed for all tranches.
• · The filing is a resale registration; Solidion will not receive proceeds from share sales but may receive proceeds from warrant exercises.

12-06-2026

Rome Wildlife, Inc. (formerly Real) is merging with REMAX in a business combination valued with a fixed exchange ratio of 5.150 REMAX shares per Real share. The merger consideration includes a cash component between $60 million and $80 million. The transaction is expected to close in the second half of 2026, but faces significant risks including regulatory approvals, stockholder approvals, and potential termination if not completed by January 26, 2027 (with possible extensions).

• · The Stock Election Exchange Ratio is fixed at 5.150, subject to adjustment prior to the First Merger Effective Time to reflect the Share Consolidation.
• · The Merger Agreement may be terminated if not completed by January 26, 2027, with automatic extensions to March 12, 2027 and then to April 26, 2027 if only regulatory conditions remain unsatisfied.
• · Real's share price declined 38.8% from $2.68 on April 24, 2026 to $1.64 on June 10, 2026, while REMAX's share price increased 14.6% from $7.99 to $9.16 over the same period.
• · The implied per share value of the Stock Election Consideration fell from $13.80 to $8.45, a decline of 38.8%.
• · Key employees of REMAX may be entitled to severance payments and benefits on covered terminations, including for 'good reason' resignations triggered by changes in duties or compensation.
• · The registration statement was filed with the SEC on June 12, 2026 under Registration No. 333-.

12-06-2026

Samos Energy Acquisition Corp filed an S-1 registration statement on June 12, 2026, for an initial public offering. The company is a blank check company incorporated in the Cayman Islands, seeking to raise capital through the sale of units consisting of ordinary shares and warrants. The filing includes detailed per-share data and redemption scenarios, but no specific financial performance metrics are provided as the company has no operations.

• · The company is a blank check company (SIC 6770) incorporated in the Cayman Islands.
• · The filing includes multiple scenarios for redemption and over-allotment options.
• · The SEC file number is 333-296771.
• · The business address is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008.

12-06-2026

Narragansett Bancorp, Inc. filed an S-1 registration statement on June 12, 2026, for an initial public offering of common stock expected to trade on the Nasdaq Capital Market. The company plans to invest between $27.7 million and $37.9 million (or up to $43.8 million at the adjusted maximum) of net proceeds in its subsidiary BayCoast Bank, with remaining funds used for a charitable foundation contribution, an ESOP loan, and general corporate purposes. However, the filing highlights significant risks including that after the offering, Narragansett Financial Corporation will hold a majority voting stake, limiting public stockholders' influence; there is no established trading market and the stock may trade below the $10.00 offering price; and return on equity may be depressed until proceeds are fully deployed.

• · The company has never issued capital stock and there is no established market for its common stock.
• · Piper Sandler intends to make a market in the common stock but is under no obligation to do so.
• · Narragansett Financial Corporation will own a majority of outstanding shares after the offering and can exercise voting control over most matters.
• · Public stockholders cannot force a merger or second-step conversion without Narragansett Financial Corporation's consent.
• · Return on equity may be relatively low until proceeds are fully deployed, potentially reducing share value.
• · BayCoast Bank's deposits are fully insured beyond FDIC limits by the Depositors Insurance Fund (DIF), but larger asset size could trigger risk-mitigating measures that reduce deposits and increase reliance on more expensive funding.
• · The company may need to hire additional compliance, accounting, and financial staff with public company experience, increasing operating expenses.
• · Severe weather, natural disasters, and coastal erosion could negatively affect tourist spending, waterfront properties, and local industries like fishing and seafood processing.