Capital Markets Advisory

Form S-1 is the domestic IPO registration statement: audited annual financial statements, unaudited interim stubs, MD&A, and full Regulation S-X compliance. Form F-1 is its foreign private issuer counterpart, permitting IFRS as issued by the IASB without US GAAP reconciliation. Form S-4 registers securities issued in mergers and exchange offers, including most de-SPAC combinations: it carries financial statements of both companies plus Article 11 pro formas, and doubles as the proxy statement in a merger vote. Form F-4 is the S-4 for foreign private issuers. The Super 8-K is not a registration statement but does a registration statement’s work: within four business days of closing a shell-company combination, it must carry Form 10 level disclosure, including audited target financials and pro formas. The registrant’s own financial statements are audited under PCAOB standards by a registered firm; the financial statements of an acquired business under Rule 3-05 may be audited under AICPA GAAS or PCAOB standards per the SEC Financial Reporting Manual, unless the target is or will be a predecessor, as in a de-SPAC, in which case PCAOB standards are required. Scope the financial statement requirements off the form on day one, because each form has its own periods, staleness windows, and content requirements.

What we do: We write the form and financial statement requirements memo on day one of the engagement, so the workplan is scoped to the right filing.

Regulation S-X 3-12 sets the timing: audited annual financial statements and the most recent required interim period must be fresh at effectiveness, with interim statements generally going stale on a 134-day cycle (and tighter rules around year-end). Emerging growth companies may present two years of audited financials instead of three in an IPO, a real cost saver, and can omit periods from draft submissions they reasonably believe will not be required at launch. Acquisitions add S-X 3-05: significant acquired businesses require their own audited financial statements, with significance measured on investment, asset, and income tests and a maximum of two years required post-2020 amendments. Build the filing calendar backward from the staleness dates, including the quarter you will be in at pricing, then hold the close process to it. The calendar is an accounting document as much as a banking one.

What we do: We build the filing calendar backward from the staleness dates and manage the close process to it.

Maintain a contemporaneous 409A valuation for every grant in roughly the twelve to eighteen months before the offering, and be able to walk each grant-date value up to the anticipated offering price through the facts that changed in between: milestones achieved, comparable-company movements, a heavier probability-of-IPO weighting, and the marketability discount shrinking as liquidity nears. Where a grant-date value cannot be supported, the correction is additional stock compensation expense, better recognized before filing than restated after a comment. The disclosure side matters too: MD&A critical estimates should explain the valuation methodology and the drivers of the increase to the offering price. Companies that file with the valuation work already done typically clear the comment in one response letter.

What we do: We build the grant-by-grant bridge to the offering price and draft the MD&A valuation disclosure before the staff asks.

Comfort letters under AS 6101 give negative assurance on changes in specified financial statement items after the latest period, but that assurance is only available within 135 days of the most recent audited or reviewed period, which is why the timing of interim reviews is planned around pricing, not the other way around. Every circled number in the offering document needs a tie-out package: the schedule that supports it, reconciled to the audited financials or the accounting records. Non-GAAP measures and operating metrics get agreed-upon procedures at best, so decide early what the underwriters will ask to have comforted. We build the circle-up support as the document is drafted; retrofitting tie-outs during the pricing week is how deals lose days.

What we do: We prepare the circle-up and tie-out packages as the document is drafted and coordinate the review timing so negative assurance is available at pricing.

Article 11 now permits two adjustment columns: transaction accounting adjustments, which reflect the required accounting for the transaction (purchase accounting, financing, redemptions), and optional autonomous entity adjustments for spin-offs. Forward-looking synergies live only in an optional, clearly separated management’s adjustments presentation with strict conditions. For a de-SPAC, the pro formas typically present multiple redemption scenarios, reflect the reverse recapitalization, and reconcile share counts to the merger agreement. Every adjustment needs a note explaining the calculation, and the columns must tie to the historical statements included elsewhere in the filing. Draft the pro formas with the transaction accounting memo open, because the two documents must agree.

What we do: We prepare the Article 11 pro formas and adjustment notes so they tie to the historical statements and the transaction accounting memo.

Stand up the quarterly reporting process before pricing: a close calendar with owners and dates that hits the filing deadline with review time to spare, a disclosure checklist mapped to the interim requirements, auditor review procedures scheduled, EPS mechanics (including any exchange ratio or IPO-driven share changes) automated, and 302 certification support for the officers signing. The first quarter also inherits everything the S-1 promised: segment presentation, non-GAAP definitions, and critical estimates must match the registration statement or explain the change. Companies that treat the first 10-Q as a continuation of the S-1 process file cleanly; companies that disband the IPO team at pricing do not.

What we do: We stand up the close calendar, disclosure checklist, and certification support before pricing, and run the first quarters with you.