US IPO Pipeline SEC S-1 Filings — October 22, 2026

22-10-2026

Phoenix Capital Group Holdings, LLC filed an S-1 registration statement on October 22, 2026 for a continuous, best-efforts offering of up to $500,000,000 of registered Notes, distributed by Crescent Securities Group, Inc. The Notes are illiquid, transferable only with issuer consent, carry a limited holder redemption right (95% of principal, subject to a 10% annual cap), and are not insured or listed. Sponsor-level commissions and fees could total up to $22,000,000 if all Notes are sold, and the offering is subordinated to existing Adamantium-related debt.

• · Phoenix Equity Holdings owns 100% of the common equity and appoints all board members, except limited Series A Preferred designation rights under the Third ARLLCA.
• · Lion of Judah Capital controls Phoenix Equity; the CEO's parents hold all voting control of LJC while the CEO holds 100% of its economic interests.
• · Notes are transferable only with issuer's prior written consent, granted at sole discretion; no trading market is expected to develop.
• · No escrow, trust, or similar account has been arranged for offering proceeds; the offering is on a commercially reasonable efforts basis with no minimum aggregate raise.
• · Notes are not insured by the FDIC or any other entity and are not certificates of deposit; no sinking fund is maintained for repayment at maturity.
• · Holder redemption rights are limited: redemptions by the manager, executive officers, or their family members count toward the 10% cap for all holders.
• · Notes are subordinated to Adamantium-related debt, which includes Adamantium Bonds issued under Rule 506(c) and a secured subordinated note.

21-10-2026

Rezera Inc. filed a Form S-1 registration statement on October 21, 2026 for a proposed IPO of voting common stock, with a proposed Nasdaq listing under the symbol RZRA. The biotechnology company reported a net loss of $25.5 million for the six months ended June 30, 2026 (vs. $13.7 million in the prior-year period, an 86% increase) and had actual stockholders' deficit of $199.4 million and working capital of negative $0.2 million as of June 30, 2026. Net proceeds are intended to fund a Phase 3 trial of ruvonoflast in PAD, commercial readiness, and pipeline development, but the company has not generated drug revenue and may never become profitable.

• · Company has not generated any revenue from drug sales to date and states it may never become profitable
• · Research and development expense rose about 93% year over year in the six-month period, while G&A rose about 30%
• · Actual cash of $3.9M at June 30, 2026 is small relative to the net loss run rate; pro forma cash rises to $34.0M after the July 2026 financings
• · A $15.0M Silicon Valley Bank term loan (co-borrower NodThera Limited) was entered into July 17, 2026
• · Net loss attributable to common stockholders includes cumulative preferred dividends of $6.0M in the six-month period versus $5.1M a year earlier
• · Offering size, price range, and underwriter terms are left blank in this preliminary filing and will be set before pricing
• · Company is planning a one-for-[ ] reverse stock split and a dual-class share structure with non-voting common stock not listed for trading

21-10-2026

TG-17, Inc. (OBAI) filed a Form S-1 registration statement on October 21, 2026, indicating a planned initial public offering. The excerpt provided is almost entirely XBRL tagging metadata (contexts, members, and period identifiers) with no readable narrative, financial figures, or risk disclosures, so the substantive terms of the offering cannot be assessed from this text. The tagged structure references convertible preferred stock, warrants, stock options, customer concentration, related-party revolving promissory notes, and a Series G exchange agreement dated June 11, 2026, but no actual amounts are included.

• · Filing covers financial periods ending June 30, 2026, with comparatives for December 31, 2025 and 2024.
• · Tagged disclosures reference customer concentration (US, Israel, France revenue geography), a related-party unsecured convertible revolving promissory note with the founder and CEO, promissory notes dated March 1, 2026 and May 5, 2026, and a Series G convertible preferred stock exchange agreement dated June 11, 2026.
• · Equipment and leasehold improvement categories and a 2019 loan and security agreement tied to a reverse stock split are referenced but not quantified in this excerpt.

22-10-2026

reAlpha Tech Corp. (Nasdaq: AIRE) filed a preliminary Form S-1 registration statement on October 22, 2026, to offer up to $3,000,000 of common stock on a best-efforts basis (up to 2,727,272 shares at an assumed $1.10 price) or pre-funded warrants, placed by Maxim Group LLC with no minimum offering requirement and an offering termination date of November 15, 2026. The filing does not disclose operating results or current/prior period performance, so no growth or decline comparison can be drawn from it.

• · Offering has no escrow, trust, or minimum offering requirement, so investors could be committed without sufficient proceeds to fund intended uses
• · Final offering price may be at a discount to the market price and is subject to negotiation
• · Company is an emerging growth company and smaller reporting company
• · Offering is not available to Massachusetts residents
• · Common stock trades under symbol AIRE on Nasdaq; pre-funded warrants will not be listed

22-10-2026

AlphaVest Acquisition Corp. (ATMVU) filed a Form S-1 registration statement on October 22, 2026. The excerpt provided consists almost entirely of XBRL tagging metadata (contexts, members, and dimensions) with no narrative text, offering terms, or financial values that can be verified, so the substantive contents of the registration (offering size, use of proceeds, risk factors, or financial results) cannot be reliably summarized. The XBRL structure references related-party revenue, product and revenue-share arrangements, inventory impairment, PIPE financing and forward purchase agreements, and multiple subsidiaries in China and Hong Kong, but no actual amounts are included in the excerpt.

• · The filing is an S-1 registration statement dated October 22, 2026, with the content provided consisting of XBRL metadata rather than readable narrative or financial figures
• · Related-party revenue-share, product cost, e-commerce platform expense, delivery/freight cost, and inventory impairment line items are tagged for periods from January 2024 through June 2026, but no values are present in the excerpt
• · A PIPE investment with common stock and warrants and a forward purchase agreement are referenced for December 2025, with an initial reset date at December 31, 2025
• · Restatement and prior-period reclassification adjustments are tagged for December 31, 2025, indicating previously reported figures were revised
• · Currency translation references include CNY and RMB, indicating operations tied to China