ERock (EROC) updates S-1 with key leases, equity plan and consents

Rhea-AI Filing Summary

ERock, Inc. filed Amendment No. 1 to its registration statement on Form S-1 as an exhibits-only update. The amendment leaves the substantive prospectus unchanged and primarily adds or confirms key documents such as governance charters, lease agreements, equity incentive and executive severance plans, tax receivable and registration rights agreements, and director nominee consents.

Key Terms

Registration Statement on Form S-1, emerging growth company, Registration Rights Agreement, Tax Receivable Agreement, +2 more

6 terms

Registration Statement on Form S-1 regulatory

"ERock, Inc., is filing this Amendment No. 1 to its Registration Statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Registration Rights Agreement financial

"4.1 | | Form of Registration Rights Agreement."

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Tax Receivable Agreement financial

"10.6 | | Form of Tax Receivable Agreement."

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

2026 Equity Incentive Plan financial

"10.2†** | | Form of ERock, Inc. 2026 Equity Incentive Plan."

Indemnification Agreement financial

"10.1** | | Form of Indemnification Agreement."

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

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S-1 Filings Explained: Reading an IPO Registration →

As filed with the Securities and Exchange Commission on May 26, 2026.

Registration No. 333-295965

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ERock, Inc.

(Exact name of registrant as specified in its charter)

Delaware		3620		41-4189868
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1113 Vine St., Suite 101

Houston, Texas 77002

(713) 429-4091

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Carrington

Chief Executive Officer

1113 Vine St., Suite 101

Houston, Texas 77002

(713) 429-4091

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

John T. Gaffney Hillary H. Holmes Harrison Tucker
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002
(346) 718-6600 Richard D. Truesdell, Jr. Derek Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

ERock, Inc., is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-295965) as an exhibits-only filing. Accordingly, this Amendment No. 1 consists of only the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.		Description of Exhibit
1.1*		Form of Underwriting Agreement.
3.1**		Form of Amended and Restated Certificate of Incorporation.
3.2**		Form of Amended and Restated Bylaws.
4.1		Form of Registration Rights Agreement.
5.1*		Opinion of Gibson, Dunn & Crutcher LLP.
10.1**		Form of Indemnification Agreement.
10.2†**		Form of ERock, Inc. 2026 Equity Incentive Plan.
10.3†**		Non-Employee Director Compensation Policy.
10.4†**		Form of ERock, Inc. Executive Severance Plan.
10.5		Form of Sixth Amended and Restated Limited Liability Company Agreement of Enchanted Rock Holdings, LLC.
10.6		Form of Tax Receivable Agreement.
10.7#**		Office/Warehouse Lease Agreement, dated June 1, 2018, by and between Vine Street Studios, LLC and Enchanted Rock Management, LLC.
10.8#**		First Amendment to Office/Warehouse Lease Agreement, dated November 1, 2018, by and between Vine Street Studios, LLC and Enchanted Rock Management, LLC.
10.9#**		Second Amendment to Office/Warehouse Lease Agreement, dated October 1, 2019, by and between Vine Street Studios, LLC and Enchanted Rock Management, LLC.
10.10#**		Third Amendment to Office/Warehouse Lease Agreement, dated November 1, 2019, by and between Vine Street Studios, LLC and Enchanted Rock Management, LLC.
10.11#**		Fourth Amendment to Office/Warehouse Lease Agreement, dated May 1, 2020, by and between Vine Street Studios, LLC and Enchanted Rock Management, LLC.
10.12#**		Fifth Amendment to Office/Warehouse Lease Agreement, dated August 1, 2020, by and between Vine Street Studios, LLC and Enchanted Rock Management, LLC.
10.13#**		Sixth Amendment to Office/Warehouse Lease Agreement, dated November 1, 2020, by and between Vine Street Studios, LLC and Enchanted Rock Management, LLC.
10.14#**		Lease Agreement, dated June 2, 2023, by and between Duke Realty Limited Partnership and Enchanted Rock , LLC.
10.15#**		First Amendment to Lease Agreement, dated October 24, 2023, by and between Duke Realty Limited Partnership and Enchanted Rock, LLC.
10.16#**		Lease Agreement, dated December 8, 2026, by and between Prologis, L.P. and Enchanted Rock, LLC.
21.1**		List of subsidiaries of ERock, Inc.
23.1**		Consent of Deloitte & Touche LLP, independent registered public accounting firm to ERock, Inc.

II-1

Exhibit No.		Description of Exhibit
23.2**		Consent of Deloitte & Touche LLP, independent registered public accounting firm to Enchanted Rock Holdings, LLC.
23.3*		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1**		Power of Attorney (included on the signature page hereto).
99.1**		Consent of Charles Boynton to be named as a director nominee.
99.2**		Consent of Dan Brouillette to be named as a director nominee.
99.3**		Consent of Hans Kobler to be named as a director nominee.
99.4**		Consent of Mark Petterson to be named as a director nominee.
99.5**		Consent of Sameer Reddy to be named as a director nominee.
99.6**		Consent of Tony Satterthwaite to be named as a director nominee.
99.7**		Consent of Lindsay Luger to be named as a director nominee.
107**		Filing Fee Table.

* To be filed by amendment.

** Previously filed.

† Management contract or compensatory plan or arrangement.

# Portions of the exhibit have been omitted for confidentiality purposes.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas, on May 26, 2026.

ERock, Inc.
By:		/s/ John Carrington
Name:		John Carrington
Title:		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 has been signed by the following persons in the capacities indicated on the 26th day of May, 2026.

Signature		Title
/s/ John Carrington John Carrington		Director and Chief Executive Officer (principal executive officer)
* Ian Blakely		Chief Financial Officer (principal financial and accounting officer)

*By:		/s/ John Carrington
		John Carrington
		Attorney-in-fact

II-3

FAQ

What does ERock (EROC) disclose in this S-1 Amendment No. 1?

ERock files an exhibits-only Amendment No. 1 to its Form S-1. The core prospectus remains unchanged while the company updates and compiles key exhibits such as governance documents, leases, incentive plans, tax agreements, and director nominee consents required for its planned public offering.

Does ERock (EROC) change the terms of its offering in this amendment?

No, the amendment states the remainder of the registration statement is unchanged. This filing is limited to exhibits, meaning it focuses on attaching underlying agreements and consents without revising offering terms, business description, or financial information already included in the original Form S-1.

What key agreements does ERock (EROC) include as exhibits?

ERock lists a registration rights agreement, a tax receivable agreement, an amended and restated LLC agreement, multiple office and warehouse leases and amendments, and a 2026 Equity Incentive Plan, along with executive severance and director compensation arrangements supporting its corporate and capital structure.

Which governance and organizational documents are added for ERock (EROC)?

The amendment references forms of an amended and restated certificate of incorporation, amended and restated bylaws, an indemnification agreement, and a list of subsidiaries. These exhibits outline ERock’s post-offering corporate structure, director and officer protections, and legal organization as it prepares for public company status.

What consents are filed with ERock (EROC) in this S-1 amendment?

ERock includes consents from Deloitte & Touche LLP as independent registered public accounting firm, consents from Gibson, Dunn & Crutcher LLP, and consents from several director nominees to be named. These consents allow the use of their names and opinions in the registration statement.

Who signs ERock’s (EROC) S-1 Amendment No. 1 and in what capacity?

Chief Executive Officer John Carrington signs the amendment on behalf of ERock as principal executive officer. He also signs as attorney-in-fact for other signatories, while Chief Financial Officer Ian Blakely is identified as principal financial and accounting officer for the registration statement.