US IPO Pipeline SEC S-1 Filings — September 15, 2026

15-09-2026

Creatd, Inc. filed an S-1 registration statement on September 15, 2026 for a proposed IPO. The filing details numerous stock issuances during 2024-2025, including shares for debt conversions, liability settlements, and acquisitions, often at large discounts to face value resulting in losses on settlement. The company acquired Flewber Global, Inc. in February 2025, issuing 52,807 shares with a fair value of $950,526.

• · Company has undergone multiple name changes, formerly Jerrick Media Holdings, Inc., Great Plains Holdings, Inc., and LILM, Inc.
• · Many stock issuances for debt and liability settlements resulted in significant losses (e.g., $43,500 loss on $54,000 note conversion in Nov 2024, $40,857 loss on $41,429 note conversion in Sep 2024).
• · In 2024, the company rescinded 69,263 shares previously issued for employee/consultant pay, reinstating $881,304 of liabilities.
• · The acquisition of Flewber Global, Inc. in Feb 2025 included purchases by 13 investors of 13,807 common shares for $276,140.
• · Common stock issuance prices varied widely from $5.20 to $160.00 per share in 2024, indicating volatile valuation.
• · Series H Preferred shares issued in Oct 2024 have anti-dilution conversion price adjustment provisions.

15-09-2026

Hyperliquid Strategies Inc (PURR) filed an S-1 registration statement on September 15, 2026, detailing its business combination with Sonnet BioTherapeutics Holdings, Inc. and Rorschach I LLC, which closed on December 2, 2025. The company was formed to acquire HYPE tokens, the native digital asset of the Hyperliquid decentralized protocol. The filing provides financial information for the fiscal year ended June 30, 2026, and includes pro forma data as of September 30, 2025, but no period-over-period comparisons are available in the provided content.

• · The business combination involved a reverse recapitalization where HSI acquired all outstanding stock of Rorschach on December 2, 2025.
• · Sonnet BioTherapeutics Holdings, Inc. entered into the Transaction Agreement on July 11, 2025.
• · Rorschach was formed on June 13, 2025, and had no business operations prior to the closing.
• · The company's strategy is to acquire HYPE tokens, the native digital asset of the Hyperliquid decentralized protocol.
• · No modifications have been updated since February 17, 2026, except as set forth in the filing.

15-09-2026

FDCTECH, INC. filed an S-1 registration statement with the SEC on September 15, 2026, for its initial public offering. The filing includes financial data for the six months ended June 30, 2026 and 2025, as well as full-year data for 2025 and 2024. The company operates through multiple segments including Technology Services, Wealth Management, and Brokerage/Trading, with subsidiaries such as Alchemy Markets Ltd and Alchemy Prime Ltd. The filing also reflects a prior period error correction and reclassification adjustments.

• · The filing includes a prior period error correction and reclassification adjustment for the quarter ended March 31, 2026.
• · The company has multiple subsidiaries including Alchemy Markets Ltd, Alchemy Prime Ltd, and Alchemy International Ltd.
• · A share purchase agreement involving Alchemy Markets Cayman Ltd was noted on May 1, 2026.
• · A share sale agreement was noted for the year ended December 31, 2025.
• · The filing references Series A Preferred Stock, Series B Preferred Stock, and Common Class A stock.
• · A subscription receivable is recorded on the balance sheet.

15-09-2026

AG Mortgage Investment Trust, Inc. (MITT), now named TPG Mortgage Investment Trust, Inc., is merging with Cherry Hill Mortgage Investment Corporation (CHMI) via a S-4 registration statement filed on September 15, 2026. The merger involves MITT's wholly owned subsidiary, MIT Merger Sub II, LLC, merging with CHMI, with Merger Sub surviving. Both companies are residential mortgage REITs, with MITT externally managed by an affiliate of TPG and CHMI internally managed since November 2024. The filing includes proxy solicitations for special meetings of both companies' stockholders, with D.F. King & Co. serving as MITT's proxy solicitor (fee ~$20,000) and Georgeson LLC for CHMI (fee ~$55,000).

• · MITT changed its name from AG Mortgage Investment Trust, Inc. to TPG Mortgage Investment Trust, Inc. effective December 16, 2025.
• · MITT's common stock trades on NYSE under symbol 'MITT'.
• · MITT is externally managed by MITT Manager, an affiliate of TPG.
• · CHMI became internally managed effective November 14, 2024, after terminating its external management agreement.
• · CHMI's principal objective is to generate current yields and risk-adjusted total returns through dividend distributions and capital appreciation.
• · MITT's investment portfolio as of June 30, 2026 includes Residential Investments (Non-Agency Loans, Agency-Eligible Loans, Home Equity Loans, Re- and Non-Performing Loans, Non-Agency RMBS) and Agency RMBS.
• · CHMI operates through two segments: investments in RMBS and investments in servicing-related assets.
• · MITT has elected to be treated as a REIT for U.S. federal income tax purposes and maintains exemption from registration under the Investment Company Act.
• · CHMI has elected to be taxed as a REIT and must distribute at least 90% of its REIT taxable income annually.

15-09-2026

SPACCircle Acquisition Corp. filed an S-1 registration statement on September 15, 2026, for an initial public offering of 15,000,000 units at an assumed price of $10.00 per unit, with each unit consisting of one Class A ordinary share, one warrant exercisable at $11.50 per share, and one right to receive one-third of a Class A ordinary share upon a business combination. The sponsor paid $25,000 for 5,750,000 founder shares on April 22, 2026, of which up to 750,000 are subject to forfeiture depending on underwriter over-allotment. The company has no prior operating history and is a blank check company targeting an unspecified business combination.

• · Warrants have an exercise price of $11.50 per share, subject to adjustment if additional shares are issued below $9.20 per share.
• · Warrants become exercisable 30 days after business combination and expire five years after business combination.
• · Warrants are redeemable at $0.01 per warrant if Class A shares trade at or above $18.00 for 20 of 30 trading days starting 150 days after business combination.
• · Share rights entitle holder to one-third of a Class A share upon business combination; fractional shares are not issued, so holders must hold rights in multiples of three.
• · Founder shares are Class B ordinary shares that convert to Class A on a one-for-one basis upon business combination.
• · Only Class B holders vote on director appointment/removal and continuation outside Cayman Islands prior to business combination.
• · Amendments to director appointment/removal provisions require 90% supermajority of Class B shares.

15-09-2026

Oceanhawk Acquisition II Corp. filed an S-1 registration statement on September 15, 2026, for an initial public offering of 15,000,000 units at $10.00 per unit to raise $150,000,000 ($172,500,000 if the underwriters' over-allotment option is exercised in full). The blank check company has not selected any business combination target and intends to focus on high-potential U.S.-based businesses. If it fails to complete a business combination within 24 months from closing, it must redeem public shares, though it may seek shareholder approval to extend that period.

• · Each unit consists of one Class A ordinary share and one right to receive one-tenth of one Class A ordinary share upon business combination.
• · No fractional shares will be issued for rights; holders need ten rights to receive a full share upon business combination.
• · Underwriters have a 45-day option to purchase up to 2,250,000 additional units to cover over-allotments.
• · Deferred underwriting commissions of $0.35 per unit ($5,250,000 aggregate) will be placed in the trust account.
• · The sponsor loan of up to $300,000 is non-interest bearing, unsecured, and due at the earlier of December 31, 2028 or closing of the offering.
• · Up to $1,500,000 of loans from sponsor/management may be convertible into private placement units at $10.00 per unit.
• · The company will pay a monthly fee of $10,000 for office space, administrative, and support services to an affiliate of the sponsor.
• · Shareholder approval to extend the business combination period beyond 24 months requires at least a two-thirds special resolution.
• · Interest earned on trust funds may be released to pay taxes (excluding any excise tax under the Inflation Reduction Act of 2022).