US IPO Pipeline SEC S-1 Filings — July 29, 2026

29-07-2026

PBT Land & Minerals, Inc. filed an S-4 registration statement to solicit unitholder approval for a business combination that would acquire the majority of assets and liabilities of Permian Basin Royalty Trust and approximately 68,000 acres of surface estate with a 15% effective royalty interest from Blackbeard Holdings. The transaction will convert the Trust's 75% net overriding royalty interest into a cost-free 15% royalty, eliminating cost exposure and providing more predictable cash flow. Concurrently, a rights offering with a $71.2 million backstop commitment from SoftVest and Horizon Kinetics will allow unitholders to subscribe for additional Class A shares, with Blackbeard entities subscribing for a 40.7% pro rata portion. Following the deal, former unitholders will own 59.3% of New PBT common stock, while Blackbeard entities will own 40.7%.

• · The Trust's 75% net overriding royalty interest in Waddell Ranch will be converted into a cost-free 15% effective royalty interest, eliminating cost exposure.
• · New PBT will acquire approximately 68,000 acres of surface estate and a 15% effective royalty interest from Blackbeard Holdings.
• · SoftVest, L.P. beneficially owns approximately 13.3% of outstanding Trust Units.
• · SoftVest, L.P. will sell New PBT to the Trust for one dollar before consummation of the Business Combination.
• · The Rights Offering includes a backstop commitment of up to $71.2 million from SoftVest and Horizon Kinetics.
• · Blackbeard Security and Greybeard Energy will subscribe for Class A shares representing a combined 40.7% pro rata portion of New PBT post-closing.
• · Following the Business Combination, former unitholders will own 59.3% and Blackbeard entities will own 40.7% of New PBT common stock.
• · The Trust will terminate and Trust Units will be delisted from NYSE and deregistered under the Exchange Act.
• · Class A Shares are expected to be listed on NYSE and NYSE Texas under symbol 'PBT'.
• · The Trustee has not made any recommendation for or against the proposals.

29-07-2026

Sierra International Network Inc. filed an S-1 registration statement with the SEC on July 29, 2026, for a direct listing of up to 11,474 shares of common stock on the Nasdaq Capital Market under the symbol 'SINI'. The company will not receive any proceeds from the resale of shares by selling stockholders, and the offering is contingent on Nasdaq approval and completion of a PCAOB audit. As an emerging growth company with no prior public market for its stock, the filing carries significant execution risk and uncertainty around valuation and trading volume.

• · The company is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.
• · Audited financial statements and auditor's consent will be filed by amendment prior to effectiveness; no securities will be sold until the registration statement is declared effective.
• · The direct listing is a novel method without a firm-commitment underwritten offering, which may result in more volatile trading volume and price.
• · The reference price for fee calculation and aggregate registration amount will be completed by amendment.
• · The company may register additional shares in future amendments.

29-07-2026

BioStem Technologies filed an S-1 registration statement with the SEC on July 29, 2026, registering up to 3,571,429 shares of common stock for resale by a selling stockholder. The company will not receive any proceeds from the sale. BioStem has applied to list its common stock on the Nasdaq Capital Market under the symbol 'BSEM'; as of July 28, 2026, the last reported closing price on the OTCID was $3.35 per share. The filing also includes unaudited pro forma financial information reflecting the acquisition of BioTissue Holdings' surgical and wound care product lines, which closed on January 21, 2026.

• · BioStem is an emerging growth company and a smaller reporting company.
• · The registration statement is filed under Rule 415 for delayed or continuous offering.
• · The selling stockholder may sell any, all, or none of the resale shares; no timeline or amount is known.
• · The company has not completed the detailed valuation study for the BioTissue acquisition; final purchase price allocation is expected within one year of January 21, 2026.
• · The pro forma financial information covers the three months ended March 31, 2026 and the year ended December 31, 2025.

29-07-2026

ECOMINAS CORP. filed an S-1 registration statement for an IPO of 40,000,000 common shares. The company has 48,215,467 shares outstanding pre-offering and 710,000 Series A Preferred shares convertible into common stock. The company has never paid dividends and does not anticipate doing so. The stock is quoted on the OTCQB Basic Market with limited trading activity.

• · The company is authorized to issue 700,000,000 shares of common stock.
• · Series B Preferred Stock is not convertible into common stock and provides Mr. Canelon with voting control.
• · The company has not adopted a formal equity compensation plan.
• · The filing includes a summary of material U.S. federal income tax consequences for non-U.S. holders.

29-07-2026

Aureus Greenway Holdings Inc (AGH) is acquiring Autonomous Power Corporation (Powerus) via a stock-for-stock merger, with Powerus stockholders receiving approximately 599.18 AGH shares per Powerus share. The combined entity will be renamed Powerus Corporation and will operate both a golf country club business and an autonomous systems/defense technology business. The merger has been approved by written consent of both companies' stockholders and is expected to close by December 31, 2026, with up to 55 million earn-out shares now deemed vested at closing.

• · Exchange Ratio: 599.18229 shares of AGH Common Stock for each share of Powerus Common Stock.
• · End Date for closing: December 31, 2026, subject to extension.
• · Powerus stockholders approved the Merger Agreement on March 9, 2026 and Amendment No. 1 on July 21, 2026 via written consent.
• · AGH Board unanimously approved the Merger Agreement and the Merger.
• · Newco will be renamed 'Powerus Corporation' and will adopt a new equity incentive plan (2026 Powerus Corporation Equity Incentive Plan).
• · Litigation relating to the Merger is noted but not detailed in the provided excerpt.

29-07-2026

Global Interactive Technologies, Inc. (GITS) filed an S-1 registration statement for an IPO on July 29, 2026. The filing reveals severe financial distress: the company has recurring losses, negative working capital, and its auditor has issued a going concern opinion for fiscal years 2024 and 2025. GITS estimates it needs approximately $3.0 million in additional capital over the next 12 months and has only about four months of cash runway based on a $250,000 per month burn rate, creating substantial doubt about its ability to continue as a going concern.

• · The company is a development stage company with a limited operating history.
• · GITS has chosen not to provide services or restrict user access in China (including Hong Kong and Macau), limiting its total addressable market.
• · The company faces potential liability for content created or distributed, including third-party content, under theories such as deceptive advertising and copyright infringement.
• · Content streaming initiatives are described as intensely competitive and cash intensive with no assurance of profitability.
• · The company relies on third-party relationships with content producers and distribution channels for the Faning platform.

29-07-2026

Beneficient (BENFW) filed an S-1 registration statement with the SEC on July 29, 2026, detailing its technology-enabled financial services business providing liquidity, custody, and trust services for alternative assets. The company has been pursuing an Asset Sales Initiative to address cash flow restraints, generating aggregate gross proceeds of approximately $7.3 million from asset sales through June 2026. However, the company's AltAccess online platform is no longer publicly accessible as it is being re-engineered, and the company has withdrawn its insurance charter application and is dissolving Bermuda entities, indicating operational challenges.

• · The company's AltAccess online platform is no longer publicly accessible as it is being re-engineered.
• · Beneficient Insurance Company withdrew its insurance charter application on August 8, 2025, and the company is dissolving Bermuda entities.
• · The company did not engage a third-party for SOC compliance reports in the current or prior fiscal year and may not do so in future periods.
• · The A&R SEPA reduced the commitment size from the 2023 SEPA to $100 million.
• · Series B-9, B-10, and B-11 preferred stocks have conversion prices subject to reset with floor prices.

29-07-2026

Live Oak Acquisition Corp. V filed an S-1 registration statement with the SEC on July 29, 2026, in connection with its business combination with Teamshares. The filing details the resale of restricted securities under Rule 144, which will become available one year after the filing of the 'Super' Form 8-K (filed June 25, 2026). The company is no longer a shell company post-business combination, and the sponsor will be able to sell its common stock under Rule 144 after that one-year period.

• · The 'Super' Form 8-K related to the Business Combination was filed on June 25, 2026.
• · Rule 144 resale availability for restricted securities begins one year after the 'Super' Form 8-K filing.
• · The company is no longer a shell company following the consummation of the Business Combination.

29-07-2026

Moleculin Biotech, Inc. filed an S-1 registration statement on July 29, 2026, for a best-efforts offering of common stock, pre-funded warrants, and common warrants. The company plans to use net proceeds to advance its drug candidate Annamycin through clinical development and for working capital, but warns that without the maximum offering it may only have sufficient capital into Q1 2027. The filing highlights significant risks including potential delisting from Nasdaq, immediate and substantial dilution for investors, and the possibility that the common warrants may never become exercisable if stockholder approval is not obtained.

• · The offering is a 'best efforts' offering with no minimum amount required to be sold.
• · The common warrants will not be exercisable until stockholder approval (Warrant Stockholder Approval) is obtained; if not obtained, the warrants will have no value.
• · The company has failed to satisfy Nasdaq continued listing requirements in the recent past and may be delisted in the future.
• · Series G and Series H warrants (representing 8,978,779 potential shares) have price adjustment provisions that could reduce their exercise prices if the company sells securities below certain thresholds.
• · The company does not intend to pay dividends in the foreseeable future.
• · Purchasers in the offering may experience immediate and substantial dilution in net tangible book value.
• · The common warrants and pre-funded warrants have no established public trading market and will not be listed on any exchange.