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

11-09-2026

Hometown Financial Group, Inc. (MD) filed an S-4 registration statement for the merger of Primary Bank into bankESB (renamed TruNorth Bank), a wholly-owned subsidiary of Newco, a newly formed Maryland stock holding company. The merger is part of a broader reorganization involving the conversion of Hometown Financial Group, MHC from mutual to stock holding company form and a public stock offering. Primary Bank shareholders will receive either $33.00 in cash or 3.1 shares of Newco common stock per share, subject to proration (50% cash/50% stock). The transaction is expected to be completed after regulatory approvals and shareholder votes, with Newco common stock to be listed on Nasdaq under the ticker 'HFG'.

• · Merger Agreement dated July 6, 2026
• · Primary Bank will cease to exist; TruNorth Bank will be the surviving institution
• · Newco common stock expected to be listed on Nasdaq under ticker 'HFG'
• · Primary Bank common stock trades on OTCID under symbol 'PRMY'
• · Special Meeting of Primary Bank shareholders to be held on [ ], 2026
• · Record date for the Special Meeting is [●], 2026
• · Dissenters' rights available under New Hampshire law
• · Board of Directors of Primary Bank unanimously recommends voting FOR the Merger Proposal and the Adjournment Proposal
• · No fractional shares will be issued; cash will be paid in lieu of fractional shares
• · The S-4 was filed with the SEC on September 10, 2026

11-09-2026

Sonic Holdco, Inc. (Parent) has filed an S-4 registration statement for a business combination involving two interdependent mergers: Synlogic (a non-operating shell company) will merge with Caldera (an early-stage biopharmaceutical company focused on CLD-423), forming a combined entity to be listed on NYSE American under the symbol 'CALD.' The filing highlights significant risks including Caldera’s lack of revenue and recurring net losses, its dependence on a single drug candidate, and potential taxable gain for stockholders. The merger requires regulatory and shareholder approvals and is expected to be accounted for as a reverse recapitalization with Caldera as the accounting acquirer.

• · Parent is an 'emerging growth company' eligible for exemptions from certain SEC reporting requirements and has not yet traded on any exchange.
• · Caldera has a material weakness in internal controls as of December 31, 2025.
• · Appraisal rights exist under Delaware law for both Synlogic and Caldera stockholders (Section 262 DGCL).
• · Shares of Parent Common Stock will not trade until the Closing—the listing on NYSE American is a condition to the merger.
• · The merger will dissolve Synlogic and Caldera; only Parent will remain.

11-09-2026

DTSQ Purchaser Inc. filed an S-4 registration statement on September 11, 2026, in connection with its proposed business combination with Primegen US Inc. The filing includes detailed financial data for both DTSQ (the SPAC) and Primegen, covering periods through June 30, 2026. The transaction involves potential redemptions of public shares, a possible PIPE financing, and share repurchases from the sponsor, with various scenarios modeled for net tangible book value impact.

• · The filing is an S-4 registration statement for a business combination between DTSQ Purchaser Inc. and Primegen US Inc.
• · The filing models redemption scenarios at 0%, 25%, 50%, 75%, and 100% of maximum redemption.
• · Potential PIPE financing and share repurchases from the sponsor are considered in the pro forma analysis.
• · Financial data is provided for DTSQ (the SPAC) and Primegen for periods including fiscal years 2023, 2024, 2025, and interim periods in 2026.
• · The filing date is September 11, 2026, with data as of June 30, 2026.

11-09-2026

Barrel Energy Inc. filed an S-1 registration statement for a proposed IPO. For the six months ended June 30, 2026, revenue declined 9.8% YoY to $97,238 from $107,798, and gross profit fell 33.5% to $49,245. Net income dropped sharply to $1,046 from $50,727 in the prior-year period. The company has negative working capital and an accumulated deficit of $310,073, raising substantial doubt about its ability to continue as a going concern.

• · The company has negative working capital and an accumulated deficit of $310,073 as of June 30, 2026.
• · On March 28, 2025, the company acquired Happy Traps, LLC via a reverse merger, issuing 600,000 shares valued at $300,000.
• · On May 30, 2025, the company effected a 1:400 reverse stock split.
• · On June 22, 2026, Series A preferred shares were amended to have 1,000 voting rights each and be convertible into 1,000 common shares each.
• · Bad debt expense increased to $8,310 for the six months ended June 30, 2026 from $1,600 in the prior-year period.
• · The company adopted ASU 2025-06 (CECL) effective January 1, 2026.
• · Cash used in operating activities was $7,544 for the six months ended June 30, 2026, compared to $39,443 used in the prior-year period.

11-09-2026

Eloxx Pharmaceuticals, Inc. filed an S-1 Registration Statement with the SEC on September 11, 2026, indicating its intention to conduct an initial public offering. The registration includes detailed financials for the years ended December 31, 2023, 2024, and 2025, as well as interim periods through June 30, 2026. The filing highlights a history of operating losses, with no revenue from product sales, and a reliance on debt and equity financings, such as bridge loans from Domicilium and a loan agreement with Hercules Capital, to fund operations.

• · The company has incurred significant operating losses since inception and has never generated revenue from product sales.
• · The company has material outstanding debt obligations, including a term loan from Domicilium and a loan from Hercules Capital (Hercules Term Loan Agreement).
• · Multiple tranches of warrants and pre-funded warrants are outstanding, including those issued to Silicon Valley Bank, and in 2023, 2024, and 2025.
• · The company has collaboration agreements with the Cystic Fibrosis Foundation (awards/agreements from 2019, 2021, 2022, and 2025).
• · An Almirall License Agreement existed as of December 31, 2024 and December 31, 2025.
• · The company has operations in the U.S. and Israel, and holds royalty agreements.
• · No revenue from product sales across all periods presented (FY2023, FY2024, FY2025, and interim 2026).

11-09-2026

Dyadic International, Inc. filed an S-1 registration statement with the SEC on September 11, 2026, to register up to 3,625,000 shares of common stock for resale by selling stockholders. The company will not receive any proceeds from the resale, but may receive proceeds from the exercise of outstanding warrants. The filing highlights significant risk factors, including the company's history of net losses, intense competition from far larger competitors, and the potential for stock price dilution from the registered shares.

• · The company is a 'smaller reporting company' and provides less public disclosure than larger public companies.
• · The company has never declared or paid any cash dividends on its capital stock and does not anticipate doing so for the foreseeable future.
• · The company's common stock has been listed on Nasdaq under the symbol 'DYAI' since April 17, 2019.
• · The company is doing business as Dyadic Applied BioSolutions effective August 1, 2025.
• · The company's principal corporate offices are located in Jupiter, Florida.

11-09-2026

QVC Group filed an S-1 registration statement for the resale of up to 37,625,663 shares of common stock by selling stockholders who received them upon the company's emergence from Chapter 11 bankruptcy on August 6, 2026. The stock trades on Nasdaq under 'QVCG' at $16.76 per share. This filing represents a post-reorganization step for the company to comply with registration rights granted to its new stockholders.

• · The filing is a shelf registration under Rule 415 of the Securities Act for delayed or continuous offerings.
• · The company adopted fresh-start accounting under ASC 852 as of the Plan Effective Date.
• · Cornerstone Brands was contributed to the Company on August 4, 2026, as part of the restructuring plan.
• · Old QVC Group's equity interests were canceled for no consideration on the Effective Date.
• · The company expects to file a quarterly report Form 10-Q for the quarter ended September 30, 2026, reflecting fresh-start adjustments and the consolidation of Cornerstone Brands.

11-09-2026

SPAC Launch Two Acquisition Corp. filed an S-4 registration statement for a business combination with NuCube Energy, Inc., valued at $500 million. The transaction involves Launch Two's domestication from Cayman Islands to Delaware, a merger of its wholly-owned Merger Sub with NuCube (which survives as a wholly-owned subsidiary), and the issuance of Combined Company Common Stock, Assumed Options, and Assumed Warrants to NuCube securityholders. Up to 12,575,000 earnout shares are also escrowed for NuCube stockholders if certain Earnout Triggering Events occur. The filing is a registration with no current-period vs. prior-period financial comparisons disclosed.

• · The SPAC (Launch Two) is currently a Cayman Islands company and will domesticate to Delaware before the merger.
• · NuCube Energy, Inc. is a Delaware corporation (SIC 4911 Electric Services).
• · The Exchange Ratio is calculated by dividing (Purchase Price / $10.82) by Fully-Diluted Company Shares.
• · NuCube warrant holders and option holders will receive Assumed Warrants and Assumed Options, respectively.
• · An Earnout Triggering Event is required for release of up to 12,575,000 Earnout Shares from escrow.

11-09-2026

FutureCore Acquisition Corp., a newly formed blank check company (SPAC), filed an S-1 registration statement with the SEC on September 11, 2026, for an initial public offering of 7,500,000 units (or up to 8,625,000 if the over-allotment option is exercised in full) at a price of $10.00 per unit, with each unit consisting of one ordinary share, one right, and one redeemable warrant. The company expects to raise gross proceeds of $75,000,000 ($86,250,000 with over-allotment), with $10.025 per unit deposited into a trust account, and will list on the Nasdaq Capital Market under symbols FTCR, FTCRR, and FTCRW. However, the offering carries significant risks, including immediate and substantial dilution for public shareholders, with pro forma net tangible book value per share ranging from $4.88 to just $0.12 depending on redemption levels, and the company has no specific business combination target identified.

• · The company qualifies as an 'emerging growth company' under the JOBS Act and will be subject to reduced reporting requirements.
• · The company has no operations and no specific business combination under consideration; it has not contacted any prospective target business.
• · The Sponsor acquired founder shares at a nominal price, leading to immediate and substantial dilution for public shareholders.
• · Pro forma net tangible book value per share ranges from $4.88 (25% redemptions, no over-allotment) to $0.12 (100% redemptions, no over-allotment), with dilution to public shareholders ranging from $3.12 to $7.88 per share.
• · The company is incorporated in the Cayman Islands and was formed on May 22, 2026.
• · The offering is on a firm commitment basis with Polaris Advisory Partners LLC as sole book-running manager.
• · Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

11-09-2026

Rent the Runway filed an S-1 registration statement for a rights offering of up to 4,225,352 shares of Class A common stock at a subscription price of at least $3.55 per share. The company also disclosed a $9 million settlement of a securities class action lawsuit, a new $10 million term loan facility, and a CEO change with Paige Thomas appointed as CEO effective September 14, 2026. While the rights offering provides a capital-raising mechanism, the settlement and ongoing litigation risk, along with the need for additional financing, highlight financial and legal challenges.

• · The rights offering includes an oversubscription privilege for holders who fully exercise their basic subscription privilege.
• · The rights are transferable until the Expiration Date, with a deadline for submission to the Subscription Agent five business days before the subscription period ends.
• · A backstop commitment from an Investor Group ensures purchase of all unsubscribed shares.
• · The class action settlement is subject to court approval and does not involve any admission of liability.
• · The company's principal executive offices are at 10 Jay Street, Brooklyn, New York 11201.