IPO readiness and the S-1

An S-1 registration statement contains audited financial statements, typically two years for an emerging growth company, plus interim statements that go stale after 135 days. It also requires management's discussion and analysis, a capitalization table, and disclosure of every material agreement, which means every license and collaboration is read by the SEC staff.

The finance workstreams start twelve to eighteen months before filing: converting the audits to PCAOB standards, resolving cheap stock questions on option grants in the year before the IPO, writing technical memos for revenue, equity, and acquisitions, building quarterly financial statements with footnotes, and standing up the close process that will deliver 10-Qs forty days after each quarter.

Companies that reverse merge or list through a direct listing face the same substance with different filings. In every case the constraint is the same: the audits and the quarterly close have to exist before the market window opens, because the window does not wait.