Going Public Advisory

Compare on five axes. Traditional IPO: underwritten price discovery and marketing, the fullest process (comfort letters, lockups, roadshow), the S-1 build on your own clock, and the broadest investor validation; the accounting load is heavy but sequenced. SPAC merger: a negotiated valuation and a contractual closing date, but redemption risk against the trust, the sponsor promote and warrant dilution priced in, and the harshest accounting calendar, PCAOB uplift, S-4, and the Super 8-K compressed inside deal timelines, plus a first year of public reporting the target must be ready for at signing, not closing. Direct listing: no underwritten offering, no lockup convention, real only for companies with brand recognition and, historically, no need for primary capital (primary direct listings exist but remain rare); the registration and readiness work is undiminished, only the marketing machinery goes away. Decide on capital need, valuation certainty versus discovery, timeline control, and, honestly, readiness: the SPAC path punishes unready companies hardest precisely because it looks fastest.

What we do: We quantify the tradeoffs across IPO, SPAC, and direct listing for your specific profile, before the pitch decks frame them.

Build the timeline backward from a target window with the gating items on top: the PCAOB audit uplift or re-audit is almost always the longest pole (scope it first, per our PCAOB page); the staleness calendar dictates which fiscal periods your filing rides on and when each amendment must refresh; and the readiness workstreams, positions, controls, tax, close, run twelve to eighteen months for most companies. Then hold the discipline the market rewards: be filing-ready and window-agnostic, meaning the confidential draft is submitted, comments are being cleared, and the company can accelerate to a roadshow inside weeks when conditions align, rather than starting the build when the window opens and arriving as it closes. Two boring metrics predict readiness better than any banker deck: how many days your close takes, and whether the last two quarters would have survived a 10-Q deadline. When both answers are good, timing becomes a choice.

What we do: We build the backward timeline off the audit uplift and staleness calendar, and get you filing-ready and window-agnostic.

Map every step to its accounting before counsel papers it. A pre-IPO reorganization under a new holding company is typically a common control transaction: carried over at historical amounts, often presented as if it had always existed, with no purchase accounting, a conclusion to document, not assume. Up-C structures put the public company atop a partnership: expect noncontrolling interest presentation, exchange mechanics, and a tax receivable agreement that books a liability for most of the tax benefits shared back to pre-IPO holders, with remeasurements that surprise boards later. Preferred conversion at the IPO resolves the temporary-equity presentation and simplifies the cap table the prospectus describes, and the stock split set for pricing restates share counts and EPS retroactively across every period presented, F-pages included, a mechanical scramble when decided late. We sit with counsel on the step plan and deliver the memo per step, so the structure section of the S-1 describes decisions the accounting already supports.

What we do: We memo every reorganization step, common control, TRA, split mechanics, before counsel papers it.

EGC status (revenue below roughly $1.2 billion, lasting up to five years post-IPO unless outgrown) offers: two years of audited financials in the IPO instead of three (take it; the third year rarely prices the deal), no 404(b) auditor attestation during the window (take it, but build controls anyway, because the exemption expires and a material weakness must be disclosed either way), exemption from CAMs and reduced compensation disclosure (take them), and the extended transition for new accounting standards, the one to think hardest about: adopting on private-company timelines saves effort but breaks comparability with public peers, and sophisticated investors notice; opting out is irrevocable, so the election is a real decision, made standard by standard where allowed. SRC status layers scaled disclosure on top for companies under the float and revenue thresholds. The principle across the reliefs: take the ones that reduce cost without reducing comparability on the metrics investors actually model, and plan the exit from each relief before you take it, because EGC status ends by calendar, by revenue, or by float, whichever arrives first.

What we do: We decide the EGC and SRC elections line by line, with the exit from each relief planned before it is taken.

Budget the recurring base honestly and build the team in sequence. The recurring lines: the PCAOB audit at a meaningful premium to the private audit, public-company D&O insurance (routinely the sticker shock of the process), the SOX program, listing and filing infrastructure (exchange fees, XBRL, transfer agent, EDGAR), and investor relations. The hiring sequence that works: an SEC reporting lead first (twelve or more months before filing, because the S-1 and the first 10-Qs are theirs), technical accounting capability next (hired or, commonly, outsourced to a firm like ours), then the controls owner as the SOX build starts, with the controller function upgraded in parallel. The advisor lineup, auditor, counsel, bankers, and the company-side accounting advisor, gets engaged in that order, auditor first because the uplift gates everything. The honest total for a mid-cap first year as a public company runs well into seven figures before the first day of trading; companies that budget it plan, and companies that discover it cut the wrong corners.

What we do: We budget the recurring public-company cost base honestly and sequence the hires and advisors in the order that works.

Plan the four quarters before pricing: the first 10-Q lands weeks after listing (the mechanics live on our capital markets page), and each subsequent quarter should get measurably cheaper as the close hardens. The first 10-K is a bigger lift than teams expect, the S-1 gave you a head start on maybe half of it, and the controls reporting, the full S-K item set, and the first annual disclosure-committee cycle are new. The first proxy introduces compensation disclosure and shareholder mechanics on their own calendar. Decide the guidance policy deliberately: what metrics, what horizon, or none, because the policy you start with is the one you will be measured against, and withdrawing guidance later is itself news. And schedule the relief expirations: the 404(b) date, the EGC sunset, the SRC retest, each a project with a start date, not a surprise. We stay through year one on most going-public engagements precisely because the reporting obligations continue after the transaction closes.

What we do: We plan the four quarters, the first 10-K delta, and the guidance policy before pricing, and stay through year one.