US IPO Pipeline SEC S-1 Filings — July 01, 2026

01-07-2026

Three Lions Acquisition Corp. filed an S-1 registration statement for an initial public offering of 10,000,000 units at $10.00 per unit, aiming to raise $100,000,000. The SPAC intends to pursue a business combination in any industry or geographic region within 21 months. The Sponsor and EBC hold founder shares purchased at a nominal price, resulting in immediate and substantial dilution for public shareholders.

• · Each unit consists of one ordinary share and one-half of one warrant.
• · Warrants are exercisable at $11.50 per share, become exercisable 30 days after business combination, and expire on the fifth anniversary of the business combination.
• · Public shareholders have redemption rights upon business combination, but shareholders holding 15% or more of shares sold in the offering are restricted from redeeming without prior consent.
• · If no business combination within 21 months, 100% of public shares will be redeemed at per-share price equal to trust account proceeds (less taxes and up to $100,000 interest for liquidation expenses).
• · The Sponsor's founder shares were acquired at approximately $0.007 per share, causing immediate and substantial dilution for public shareholders.
• · The underwriter has a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments.
• · The company is an emerging growth company and a smaller reporting company.

01-07-2026

Exascale Labs Inc. has filed an S-4 registration statement in connection with its proposed business combination with DBoral ARC Acquisition I Corp., a SPAC. The filing includes financial statements for Exascale Labs for the fiscal years ended June 30, 2024 and June 30, 2025, as well as interim periods ended March 31, 2025 and March 31, 2026. The SPAC completed its IPO on August 1, 2025, raising proceeds from the sale of Class A ordinary shares and a private placement, providing the trust funds for the combination.

• · The SPAC (DBoral ARC Acquisition I Corp.) was formed on March 19, 2025 and completed its IPO on August 1, 2025, including the exercise of the over-allotment option on August 11, 2025.
• · The business combination agreement was entered into on December 18, 2025, with a merger subsidiary (DBoral Arc Merger Corporation) incorporated on the same date.
• · Exascale Labs' financial statements cover fiscal years ended June 30, 2024 and June 30, 2025, and the nine-month periods ended March 31, 2025 and March 31, 2026.
• · The filing includes pro forma financial information giving effect to the business combination.

01-07-2026

Actelis Networks Inc. filed an S-1 registration statement for the resale of up to 15,850,000 shares of common stock by selling stockholder White Lion, under an ELOC Purchase Agreement that could provide up to $30.0 million in gross proceeds to the company. The company terminated a planned acquisition of Exaware Routing Ltd. and replaced it with a commercial collaboration, while also facing delisting from Nasdaq due to non-compliance with the bid price rule and now trades on the OTCQB. The filing highlights significant dilution risk, reliance on a single selling stockholder for liquidity, and the uncertainty of future proceeds.

• · The company terminated a binding term sheet to acquire Exaware Routing Ltd. and replaced it with a commercial collaboration MOU, with intention to revisit a potential transaction toward the end of 2026.
• · Actelis received a delisting notice from Nasdaq on February 4, 2026, due to failure to maintain a minimum bid price of $1.00 per share, and was not eligible for a compliance period due to a reverse stock split within the prior year.
• · The company has appealed the delisting decision and presented a plan to regain compliance to the Nasdaq Hearings Panel.
• · Actelis is a smaller reporting company and an emerging growth company, with reduced disclosure obligations and extended transition period for accounting standards.
• · The company may remain an emerging growth company until as late as December 31, 2027.
• · The selling stockholder (White Lion) will determine when and how to sell the shares; the company will not receive any proceeds from those sales.
• · The company has broad discretion in the use of any proceeds received from White Lion under the ELOC Purchase Agreement.

01-07-2026

OneMedNet Corp filed an S-1 registration statement for a proposed IPO. For the three months ended March 31, 2026, the company reported total revenue of $1,500,000, up from $1,200,000 in the same period of 2025, a 25% increase. However, the company continues to incur significant net losses, with a net loss of $4,500,000 for Q1 2026 compared to $3,800,000 in Q1 2025, representing an 18.4% increase in losses. The company also holds Bitcoin valued at $2,000,000 as of March 31, 2026.

• · The company holds Bitcoin valued at $2,000,000 as of March 31, 2026.
• · The company has significant outstanding warrants and convertible debt instruments.

01-07-2026

Asia AI Group Inc. filed an S-1 registration statement for its initial public offering. The company has no revenue, no properties, no patents, and no formal corporate governance structures such as an audit committee or code of ethics. All three executive officers (CEO, COO, CFO) received zero compensation in fiscal 2024, and the company is wholly owned by Kingdom Financial Holdings Limited.

• · The company does not own or rent any properties; it uses free office space at 3010 23rd Astoria, New York 11102.
• · No legal proceedings are pending against the company or its officers and directors.
• · The company has no patents or trademarks and has not applied for any.
• · The Board of Directors has no independent members and no audit committee financial expert.
• · No formal code of ethics has been adopted.
• · No stock options have been granted to executive officers since incorporation.
• · Employment agreements with the three officers have placeholder terms (monthly fee and start date not specified).
• · Kingdom Financial Holdings Limited holds 100% of the common stock before the offering.