Identify investors/targets
Due diligence
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Step 1
Step 2
Step 3
When your goal is obtaining maximum transaction value, next-step details matter. So does an end-to-end perspective. Click below to access your step-by-step readiness.
The long view: Every stage of an IPO or SPAC transation is connected.
Pre-deal strategy
Step 1. When & why
Establish the strategic purpose, method and timing of your transaction. Craft the investment case narrative used to communicate to the markets.
Set timing
Deal negotiations
Secure financing
Tax structuring
Set timing
Tax structuring
Secure financing
Deal negotiations
Due diligence
Identify investors/targets
Set timing
Tax structuring
Secure financing
Deal negotiations
Due diligence
Identify investors/targets
Step 1
IPO: Define investor profile (e.g., retail or institutional).
SPAC: Identify suitable targets.
Identify investors/targets
Step 1. When & why | Pre-deal strategy
IPO: Valuation, accounting and business.
SPAC: Financial, tax, operational and commercial.
Due diligence
Step 1. When & why | Pre-deal strategy
Conduct investor relations activities. Develop equity story.
SPAC: Negotiate terms of the deal, sign letter of intent.
Deal negotiations
Step 1. When & why | Pre-deal strategy
IPO: Obtain bridge financing if needed.
SPAC: Obtain additional PIPE, equity or debt financing.
Secure financing
Step 1. When & why | Pre-deal strategy
Create transaction tax structure, including evaluation of alternative tax structures.
Tax structuring
Step 1. When & why | Pre-deal strategy
IPO: Determine optimum market windows for offering.
SPAC: Prepare for extension if needed.
Set timing
Step 1. When & why | Pre-deal strategy
Conduct regulatory due diligence, including information gathering, preliminary analysis and filing preparation.
Pre-launch due diligence
Step 2. How
Compile and file S-1/S-4 documents including addressing SEC comments.
SPAC: Conduct vote on merger.
S-1/S-4 filings
Step 2. How | Pre-launch due diligence
Prepare SEC-compliant financials, Article 11 pro formas and MD&A. Assist with PCAOB upgrades.
Financial statements
Step 2. How | Pre-launch due diligence
Review deal-specific considerations: business acquirer, consolidation, share-based compensation, segments.
Complex accounting
Step 2. How | Pre-launch due diligence
Analyze SEC filing considerations (i.e., EGC, SRC, GAAP, IFRS).
SEC filing requirements
Step 2. How | Pre-launch due diligence
Analyze debt/equity financing, PIPE offering for impact on the pro formas.
Debt or PIPE financing
Step 2. How | Pre-launch due diligence
Evaluate operational readiness for public company requirements, including timeline to resolve gaps. Develop a detailed timeline.
Assess readiness
Step 2. How | Pre-launch due diligence
S-1/S-4 filings
Financial statements
Complex accounting
SEC filing requirements
Debt or PIPE financing
Assess readiness
S-1/S-4 filings
Financial statements
Complex accounting
SEC filing requirements
Debt or PIPE financing
Assess readiness
S-1/S-4 filings
Financial statements
Complex accounting
SEC filing requirements
Debt or PIPE financing
Assess readiness
Step 2
Continue to build out operational infrastructure to meet the ongoing reporting and regulatory obligations of a public company.
Steady-state operations
Step 3. What
Build program, test and resolve control deficiencies for 302/906 certifications as well as 404(a) and 404(b) requirements.
SOX controls
Step 3. what | Steady-state operations
Establish reporting infrastructure, including IT. Prepare quarterly 10-Q and annual 10-K reports.
Public company requirements
Step 3. what | Steady-state operations
Formalize the investor relations function.
Investor relations
Step 3. what | Steady-state operations
IPO: S-1 declared effective.
SPAC: File the Super 8-K and S-1 to register shares issued at transaction to PIPE or target equity holders.
Post-close SEC reporting
Step 3. what | Steady-state operations
SOX controls
Public company requirements
Investor relations
Post-close SEC reporting
SOX controls
Public company requirements
Investor relations
Post-close SEC reporting
SOX controls
Public company requirements
Investor relations
Post-close SEC reporting
Step 3
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