US IPO Pipeline SEC S-1 Filings — July 02, 2026

02-07-2026

Sysco is acquiring Jetro Restaurant Depot (JRD) and Warehouse Realty via a merger, with JRD and Warehouse Realty equityholders expected to hold approximately 16% and Sysco stockholders approximately 84% of the combined entity, Sysco Holdings. The transaction is subject to HSR Act clearance and other customary conditions, and Sysco could owe a termination fee of $1.164 billion under certain circumstances. Risks include potential failure to realize anticipated synergies, regulatory delays or conditions, and litigation, while existing Sysco stockholders will have a reduced ownership stake in the combined company.

• · The transaction is subject to HSR Act waiting period expiration or termination and other customary conditions.
• · Sysco could owe a termination fee of $1.164 billion under certain circumstances.
• · Post-closing, JRD and Warehouse Realty equityholders are expected to hold approximately 16% and Sysco stockholders approximately 84% of Sysco Holdings common stock.
• · Sysco stockholders will have reduced ownership and economic interest in Sysco Holdings compared to their current ownership of Sysco.
• · Jetro Restaurant Depot is privately held with limited publicly available information; its financial statements have not been subject to SEC review.
• · Completion of the transaction may trigger change-in-control provisions in certain Jetro Restaurant Depot agreements.
• · Sysco equityholders do not have appraisal rights in connection with the transaction.
• · Potential litigation could result in substantial costs, an injunction preventing completion, or damages.
• · Regulatory authorities may impose conditions that could delay, prevent, or increase costs of the transaction.

02-07-2026

Dear Industrial Gas Inc filed an S-1 registration statement for an IPO on July 2, 2026. The company has no revenue, no owned or rented properties, no patents or trademarks, and no formal code of ethics, audit committee, or independent directors. All six directors and executive officers received zero compensation in fiscal 2026, and the company has not granted any stock options.

• · The company has no formal audit committee, compensation committee, or nominating committee.
• · No director qualifies as an 'audit committee financial expert' or as an independent director under SEC/FINRA rules.
• · The company has not adopted a formal code of ethics.
• · All six directors and executive officers received $0 total compensation in fiscal year 2026.
• · The company has not granted any stock options since incorporation.
• · The company does not own or rent any properties; it uses office space at 10368 LOZANO CUPERTINO, California 95014-6607 at no charge.
• · No legal proceedings are pending against the company or its officers/directors.
• · The company has no patents or trademarks, nor has it applied for any.

02-07-2026

Jersey Mike's Subs Inc. filed an S-1 registration statement on July 2, 2026, for an initial public offering of Class A common stock to be listed on the NYSE under the symbol 'JMKE'. The company highlights 3,300 locations, $4.3 billion in systemwide sales, and $1.4 million AUV, with 50% cumulative same-store sales growth from 2020-2025 and over 12 million active loyalty customers. However, the filing does not disclose the proposed price range or number of shares, and the company will be a 'controlled company' by Blackstone affiliates post-offering, which introduces governance risks.

• · The company will have a dual-class structure with Class A and Class B common stock, each with one vote per share.
• · Blackstone affiliates will hold a majority of voting power post-offering, making Jersey Mike's a 'controlled company' under NYSE rules.
• · Proceeds from the offering will be used to acquire Common Units from Jersey Mike's HoldCo, LLC, which will repay indebtedness and for general corporate purposes.
• · The underwriters have a 30-day option to purchase up to an additional shares from selling stockholders.
• · The company has applied to list on the NYSE under the symbol 'JMKE'.
• · The filing does not include the proposed price range or number of shares to be offered.

02-07-2026

Non-Invasive Monitoring Systems Inc. (NIMU) filed an S-4 registration statement on July 2, 2026, in connection with a business combination with Gravitics Inc. The filing includes financial statements for Gravitics, which incurred a net loss of $4.5 million in Q1 2026 compared to a $2.0 million loss in Q1 2025. Meanwhile, NIMU's parent company shows total stockholders' equity of $244,000 as of March 31, 2026, down from $338,000 at year-end 2025, driven by ongoing losses and related-party promissory notes from Dr. Jane Hsiao and Frost Gamma Investments Trust.

• · Gravitics Inc. had total assets as of March 31, 2026, of $250,000 in equity, down from $4.5M at year-end 2025, implying significant net losses in Q1 2026.
• · Gravitics' Series Seed Preferred Stock remained at $6.5M across all periods (Dec 2024, Dec 2025, Mar 2026), while Series A Preferred increased from $2.3M to $5.0M between Dec 2025 and Mar 2026.
• · Non-Invasive Monitoring Systems parent company total stockholders' equity improved from $148,000 (Mar 31, 2025) to $244,000 (Mar 31, 2026), a 64.9% increase year-over-year, but declined 27.8% from $338,000 (Dec 31, 2025).
• · Related-party notes payable increased in Q1 2026 with new promissory notes issued on January 5, 2026, to Dr. Jane Hsiao and Frost Gamma Investments Trust.

02-07-2026

Olin Corporation and Huntsman Corporation have entered into a merger agreement for a merger of equals business combination. Under the terms, Huntsman stockholders will receive 0.5476 shares of Olin common stock for each share of Huntsman common stock held. The transaction is structured as either a direct merger (preferred) or a subsidiary merger; if the subsidiary merger is used, certain Huntsman notes (2.950% Senior Notes due 2031 and 4.500% Senior Notes due 2029) will likely need to be refinanced at higher interest rates, reducing net income. Both boards unanimously recommend approval, and special meetings of shareholders are scheduled for 2026.

• · Olin common stock trades on NYSE under symbol 'OLN'; Huntsman common stock trades under 'HUN'.
• · Olin shareholders will vote on four proposals: Olin direct merger proposal, Olin subsidiary merger proposal, Olin advisory compensation proposal, and Olin adjournment proposal.
• · Huntsman stockholders will vote on three proposals: Huntsman merger proposal, Huntsman advisory compensation proposal, and Huntsman adjournment proposal.
• · If the subsidiary merger is used, refinancing of the 2.950% Senior Notes due 2031 and 4.500% Senior Notes due 2029 will likely be required, with new debt at higher interest rates, reducing net income.
• · The merger is subject to customary closing conditions, including approval by both sets of shareholders.

02-07-2026

InMed Pharmaceuticals Inc. filed a Business Combination on July 2, 2026, but the filing does not disclose specific deal structure, parties, valuation, or strategic rationale. No quantitative data or scheduled events are provided. The analysis is limited due to lack of information.

02-07-2026

Scribe Therapeutics, Inc. filed an S-1 registration statement on July 2, 2026, for an initial public offering of common stock to be listed on Nasdaq under the symbol 'SCTX'. The company plans to use net proceeds to advance its lead product candidate STX-1150 and other pipeline programs (STX-1200, STX-1400) and for working capital. However, the filing reveals a deteriorating financial position: collaboration revenue collapsed from $17.1M in Q1 2025 to $2.2M in Q1 2026, while net loss widened from $3.4M to $17.3M over the same period, and the company had negative working capital of $(27.3M) as of March 31, 2026.

• · The company had negative working capital of $(27.3M) as of March 31, 2026.
• · Total liabilities ($103.6M) exceeded total assets ($65.2M) as of March 31, 2026.
• · Stockholders' deficit was $(158.7M) as of March 31, 2026.
• · The convertible note balance was $40.5M as of March 31, 2026, with a $4.6M change in fair value loss in Q1 2026.
• · Weighted-average shares outstanding for Q1 2026 were 14,572,357.
• · The company has applied to list on Nasdaq under the symbol 'SCTX'.
• · The offering includes a 30-day underwriters' option to purchase additional shares.
• · The company will adopt a 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan effective prior to the IPO.

02-07-2026

B&R Technology Merger Corp. filed an S-1 registration statement on July 2, 2026, for an initial public offering of 32,500,000 units at $10.00 per unit, targeting $325,000,000 in gross proceeds. The SPAC has not yet selected a business combination target and has a 24-month completion window (extendable to 27 months under certain conditions). The filing includes a sponsor private placement of 687,500 units (up to 760,625 if over-allotments are exercised) at $10.00 per unit for a total of $6,875,000 (up to $7,606,250).

• · The warrants become exercisable 30 days after the completion of the initial business combination and expire five years after such combination (or earlier upon redemption or liquidation).
• · The private placement warrants are not redeemable by the company.
• · Public shareholders can redeem their Class A ordinary shares at a per-share price equal to the trust account balance (including interest, less permitted withdrawals) divided by the number of outstanding public shares, upon completion of the initial business combination.
• · If no business combination is completed within the completion window, the company will redeem 100% of the public shares from the trust account (less up to $100,000 of interest income for dissolution expenses).
• · Shareholders holding more than 15% of the shares sold in the offering may be restricted from redeeming their shares without prior consent if a shareholder vote is sought.
• · The company may extend the completion period from 24 months to 27 months if a letter of intent, agreement in principle, or definitive agreement is executed within the initial 24 months.

02-07-2026

Peraso Inc. filed an S-1 registration statement on July 2, 2026, to register up to 31,750,000 shares of common stock for resale by Roth Principal Investments, pursuant to a Purchase Agreement entered on June 30, 2026, under which Roth Principal Investments committed to purchase up to $25,000,000 of shares over 36 months. The offering poses significant dilution risk to existing stockholders, as the purchase price will fluctuate based on market price (assumed at $0.83 per share), and the company may require additional financing to sustain operations, with no guarantee of sufficient funding.

• · The Purchase Agreement was entered on June 30, 2026, and the commitment period is 36 months following the effective date of the registration statement.
• · The company is authorized to issue 20,000,000 shares of preferred stock, which could further dilute common stockholders.
• · If the Exchange Cap (3,004,114 shares) is exceeded, stockholder approval is required under Nasdaq rules.
• · The company may still need additional capital even if it sells the full $25,000,000 commitment.
• · Roth Principal Investments may resell shares at any time and at different prices, leading to varying dilution for different investors.

02-07-2026

Laris Growth Acquisition Corp. filed an S-1 registration statement for an initial public offering of 20,000,000 units at $10.00 per unit, targeting up to $200,000,000 in gross proceeds. The blank check company will focus on acquiring a high-growth deep-tech business. However, the sponsor acquired 7,666,667 founder shares for only $25,000 ($0.003 per share), creating immediate and substantial dilution for public shareholders, and no business combination target has been selected or discussions initiated.

• · Warrants: Each whole warrant entitles holder to purchase one Class A ordinary share at $11.50 per share, exercisable 30 days after initial business combination, expiring 5 years after.
• · Redemption limitation: Any public shareholder with more than 15% of shares sold in the offering is restricted from redeeming those excess shares without company consent (if shareholder vote is used).
• · Non-managing sponsor investors (up to 325,000–355,000 private units) have expressed interest but commitments are non-binding; they may purchase fewer or none.
• · The underwriter receives full upfront discounts and deferred underwriting commissions on units purchased by non-managing sponsor investors.
• · No business combination target has been selected nor any substantive discussions initiated.
• · Immediate dilution: sponsor purchased founder shares at $0.003 per share versus public offering price of $10.00 per unit.

02-07-2026

Gold Mountain Acquisition Corp. filed an S-1 registration statement for an initial public offering of 7,500,000 units at $10.00 per unit, with total gross proceeds of $75.0 million. The SPAC intends to focus on target businesses in Asia, particularly China, but will not consummate a business combination with an entity using a VIE structure. The filing highlights significant risks related to PRC regulatory uncertainties, potential limitations on foreign ownership, and the Holding Foreign Companies Accountable Act, which could materially affect the value of the securities or the company's ability to complete a business combination.

• · The ordinary shares, rights, and warrants will trade on Nasdaq under symbols GDMT, GDMTR, and GDMTW respectively after the units begin separate trading.
• · The underwriter (EarlyBirdCapital, Inc.) is offering the units on a firm commitment basis.
• · The company will not consummate a business combination with an entity using a VIE structure in China.
• · The auditor, Golden Eagle CPAs LLC, is headquartered in Bedminster, New Jersey, and is not subject to the PCAOB's December 2021 determination under the HFCAA.
• · Certain sponsors' limited partners and certain officers/directors are located in or have significant ties to China, which may limit the pool of acquisition candidates outside the PRC.

02-07-2026

Cycurion, Inc. filed an S-1 registration statement for its IPO on July 2, 2026, providing financial results for the periods ended March 31, 2026, and December 31, 2025 and 2024. The filing details the company's complex capital structure with multiple series of convertible preferred stock and warrants, and includes the acquisition of SLG Innovation Inc. Revenue grew strongly in 2025, but the company reported a net loss for the year, and the first quarter of 2026 showed a decline in revenue compared to the same period in 2025.

• · The filing includes financial data for the three months ended March 31, 2026 and 2025, and for the years ended December 31, 2025 and 2024.
• · The company has multiple series of convertible preferred stock: Series A, A-1, B, C, D, E, F, and G.
• · Warrants include Series A, B, D, and Common Stock warrants.
• · The company acquired SLG Innovation Inc. and is allocating purchase price to assets and liabilities.
• · Revenue segments include Advisory Consulting, Managed Security Service Practice, and Software as a Service.

02-07-2026

Gentherm Inc filed an S-4 registration statement on July 2, 2026, in connection with its proposed merger with Modine's Performance Technologies business via a Reverse Morris Trust structure. The transaction involves the separation of Modine's Performance Technologies business into a newly formed SpinCo (Platinum SpinCo Inc.), followed by a merger where SpinCo becomes a wholly owned subsidiary of Gentherm. Key financial terms include a $210.0 million SpinCo Cash Distribution to Modine, a $45.0 million termination fee payable by Gentherm under certain conditions, and a Target Net Working Capital of $227.2 million (adjustable up to $232.6 million based on revenue performance).

• · The S-4 was filed on July 2, 2026, with the SEC registration number 333-.
• · The Separation Agreement was dated January 29, 2026.
• · The Credit Agreement for Permanent SpinCo Financing was dated June 29, 2026.
• · SpinCo common stock has a par value of $0.001 per share.
• · The Target Net Working Capital formula includes a base of $227,238,000 plus 20.2% of revenue growth above the $1,123,542,585 base, capped at $232,589,000.
• · The transaction is structured as a Reverse Morris Trust (RMT).
• · A special meeting of Gentherm shareholders will be held to vote on the proposals.