Skip to main content

IPO Readiness Accounting

Prepare the books, financial statements, controls, and tax positions a public listing requires — alongside your independent PCAOB-registered auditor.

Online service across all 50 states

Request a project quote See the IPO roadmap
IPO Readiness Accounting planning and financial review

What this service is

To list on Nasdaq or NYSE American, a company needs several years of financial statements in U.S. GAAP, or IFRS for a foreign company, audited by a PCAOB-registered firm, plus controls and a close fast enough for SEC deadlines. We assess the gap, rebuild and convert the historical books, prepare everything the auditors request, support the financial sections of the S-1 or F-1 through SEC comments, and run the 10-K / 10-Q or 20-F / 6-K reporting once you are public. We prepare and coordinate; the independent audit is performed by a separate PCAOB-registered firm.

Forms & documents involved

U.S. GAAP or IFRS financial statementsAudit support schedulesForm S-1 / F-1 financial sectionsForm 10-K / 10-QForm 20-F / 6-KStock compensation schedulesSOX control documentation

What we actually do

Assess the gap to public-company readiness

Review historical books, accounting policies, controls, and systems against what listing requires.

One-time

Convert and clean up historical periods

Restate the required historical years under U.S. GAAP, including revenue recognition, leases, and equity.

One-time

Prepare audit support schedules

Build the reconciliations, roll-forwards, and supporting schedules PCAOB auditors request, and manage their questions.

Per audit cycle

Support S-1 / F-1 financial sections

Prepare financial statements, footnotes, MD&A data, and answers to SEC comment letters for the registration statement.

Per filing

Account for equity and stock compensation

Clean up the cap table and record stock options, warrants, and convertible instruments correctly.

One-time, then quarterly

Design SOX-ready controls and close

Document key controls and build a close process that meets 10-Q and 10-K timelines.

Ongoing

Document technical accounting positions

Write memos on revenue, convertible notes and SAFEs, warrants, acquisitions, and pre-IPO equity grants that your auditor and the SEC staff can follow.

Per issue

Prepare the income tax provision

Build the ASC 740 provision and footnote, and review the pre-listing structure and NOL limitations with your tax team.

Annual, then quarterly

Prepare acquired-business and pro forma financials

Assemble financial statements for significant acquisitions and pro forma information when the registration statement requires them.

Per filing

Prepare the finance team for governance

Set up audit committee reporting, a disclosure calendar, and the finance roles you will need to hire or keep outsourced.

One-time

Why a separate accounting firm

Your audit firm has to stay independent of the numbers it audits. Under SEC independence rules, the auditor generally cannot keep your books, prepare your financial statements, design your financial reporting systems, or make management decisions for you. That work has to be done by your own finance team or by a separate firm.

Most companies preparing for a smaller listing don't yet have a public-company controller, a technical accounting lead, and a tax provision specialist on staff. OICPA fills those roles for the period you need them, so your auditor receives a complete, documented set of financial statements to audit.

If OICPA prepares your financial statements, OICPA cannot also audit them. Independence should be confirmed with your audit firm before work begins.

Management prepares

Financial statements, footnotes, schedules, and accounting positions are owned by the company. OICPA does that work with you.

The auditor tests

Your PCAOB-registered auditor plans and performs the audit and issues the opinion.

Counsel files

Securities counsel drafts the registration statement and manages correspondence with the SEC.

Your IPO accounting roadmap

The accounting work runs on a longer clock than the deal. Here is what happens, and when.

  1. 118-24 months out

    Assess and plan

    • Readiness assessment and gap list
    • Choose U.S. GAAP or IFRS and the listing path
    • Engage a PCAOB-registered auditor
    • Clean up entity structure and cap table
    • Review tax structure and NOL position before ownership changes
    • Unwind private company accounting alternatives
  2. 212-18 months out

    Rebuild the numbers

    • Convert and restate the historical years
    • Close the books monthly on a fixed calendar
    • Document revenue, lease, and equity accounting
    • Start the first audit
    • Document pre-IPO equity grants and 409A support
    • Draft the first income tax provision
  3. 36-12 months out

    Audit and draft

    • Complete the PCAOB audits
    • Draft the S-1 or F-1 financial sections
    • Support MD&A and selected financial data
    • Design key internal controls
    • Prepare acquired-business and pro forma financial statements, if required
    • Set up audit committee reporting
  4. 40-6 months out

    File and respond

    • Answer SEC comment letters on the financials
    • Update interim financial statements before they go stale
    • Support underwriter comfort letter requests
    • Rehearse a public-company quarterly close
    • Update the tax provision for interim periods
  5. 5After listing

    Report as a public company

    • 10-Q and 10-K, or 6-K and 20-F
    • Earnings close calendar and review
    • SOX 404 management assessment by the second annual report
    • Ongoing technical accounting support
    • 8-K financial exhibits for material events
    • Inline XBRL tagging coordination for 10-Q and 10-K
Start with a readiness assessment

Two ways to list in the U.S.

Form S-1

U.S. company

  • Financial statements in U.S. GAAP
  • Emerging growth companies present two years of audited financial statements
  • Annual 10-K, quarterly 10-Q, and current reports on 8-K
  • SOX 404 internal-control reporting after the first annual report
Form F-1

Foreign company (foreign private issuer)

  • U.S. GAAP, or IFRS as issued by the IASB with no U.S. GAAP reconciliation
  • Annual report on Form 20-F within four months of year-end
  • Nasdaq requires a semiannual interim balance sheet and income statement, furnished on Form 6-K
  • Officers and directors file Section 16 insider reports from March 18, 2026

Rules that matter in 2026

$15M

Nasdaq minimum public float

Since January 17, 2026, companies listing on the Nasdaq Global or Capital Market under the net income standard need at least $15 million in unrestricted publicly held shares.

Source
$25M

China-based companies

Companies based in mainland China, Hong Kong, or Macau must raise at least $25 million in a firm-commitment IPO and cannot list through a direct listing (approved May 2026).

Source
$1.235B

Emerging growth company relief

Below $1.235 billion in annual revenue, a company can file two years of audited financials, submit its draft registration statement confidentially, and skip the SOX 404(b) auditor attestation.

Source
PCAOB

Registered auditor required

Financial statements in an SEC registration statement must be audited by a PCAOB-registered firm under PCAOB standards. We prepare; your independent auditor audits.

Source

Reporting deadlines after you list

Filer typeAnnual reportQuarterly / interim
Large accelerated filer60 days40 days
Accelerated filer75 days40 days
Non-accelerated filer (most new issuers)90 days45 days
Foreign private issuer4 months (Form 20-F)Semiannual interim (Form 6-K)
SEC reporting support after you list

Who does what on your IPO team

OICPA

Readiness assessment, GAAP or IFRS conversion, audit schedules, S-1 / F-1 financial sections, controls, and post-listing reporting

PCAOB-registered auditor

Independent audit opinion on the financial statements and comfort letters to underwriters

Securities counsel

Registration statement drafting, SEC correspondence, and corporate governance

Underwriter

Offering structure, valuation, marketing, and selling the shares

How the work fits together

Illustrative scenarios showing how the services can fit together. These are not client testimonials.

Consumer products · U.S. C-corp · targeting Nasdaq Capital Market

Two years of cash-basis books, an S-1 on the calendar

Situation
The company kept cash-basis books in QuickBooks, had issued convertible notes in three rounds, and had never been audited. Bankers wanted an S-1 confidential submission within a year.
Suggested approach
Readiness assessment and gap list; conversion of two years to U.S. GAAP accrual including ASC 606 and ASC 842; memos on the convertible notes; audit support schedules for the first PCAOB-standard audit; monthly close on a fixed calendar.
Illustrative outcome
The auditor received complete, reconciled financial statements and memos at the start of fieldwork, and the company had a close process ready for its first 10-Q.
Technology services · operating subsidiary abroad · Cayman holding company

A foreign company preparing an F-1

Situation
Local statutory books were kept under local GAAP, with intercompany balances that did not match and no consolidated statements.
Suggested approach
Choice between IFRS and U.S. GAAP; consolidation and intercompany reconciliation; conversion of the historical years; audit support; semiannual 6-K reporting calendar after listing.
Illustrative outcome
Consolidated financial statements that tie to each subsidiary's books, with a reporting calendar that meets 20-F and 6-K deadlines.
Life sciences · pre-revenue · option grants within 12 months of filing

Option grants that didn't line up with the expected price

Situation
Options had been granted at a 409A value far below the price range bankers were discussing.
Suggested approach
Timeline of value-changing events (financing rounds, clinical milestones, partnerships), reconciliation of the grants to the 409A reports, and a memo coordinated with the valuation firm.
Illustrative outcome
A documented explanation of the grant-date values ready for the auditor and for SEC staff questions.

How pricing works

Pre-IPO work is scoped company by company. Send your listing window, current reporting basis, and the work you need through the request form. We review those details and provide a written scope and quote before work begins.

What we scope and quote

  • IPO Readiness AssessmentOne-time diagnostic, gap analysis against S-1 and audit-readiness standards.
  • GAAP Conversion & Historical CleanupPriced per historical year converted to GAAP accrual basis.
  • Audit Readiness & CoordinationSchedule prep and auditor liaison for one PCAOB-standard audit cycle.
  • SOX-Readiness Internal Controls DesignOne-time control design and documentation project.
  • Equity & Stock Compensation CleanupScales with option grant volume and cap table history.
  • Technical Accounting MemosWritten accounting positions documented to audit standard.
  • IPO Income Tax Provision (ASC 740)Provision, footnote, and deferred tax schedules for the periods presented.
  • Acquired Business & Pro Forma FinancialsRequired when a significant acquisition is part of the filing.
  • Public-Company Reporting SetupOngoing accelerated close support once listed.

What You Get

IPO Readiness Assessment

A gap analysis of your books, accounting policies, controls, and systems against what a PCAOB audit and SEC filing require, with a prioritized, dated work plan.

Explore this service

GAAP Conversion & Historical Cleanup

Converting cash-basis or informally kept books to consistent GAAP accrual accounting across the historical periods your filing will need to present.

S-1 / F-1 Financial Statement Support

Preparing the financial statements, footnotes, MD&A data, and capitalization tables your auditor and counsel need while the registration statement is drafted and through SEC comment letters.

Audit Readiness & Coordination

Preparing schedules and supporting documentation ahead of a PCAOB-standard audit and coordinating deliverables with your independent audit firm throughout the engagement.

SOX-Readiness Internal Controls

Designing segregation of duties, approval workflows, and close controls the company will need as a public filer, sequenced before the formal compliance timeline forces the issue.

Equity & Stock Compensation Accounting

Cleaning up option grants, 409A history, and cap table activity so equity accounting reconciles cleanly ahead of the offering.

Foreign Private Issuer Support

IFRS or U.S. GAAP financial statements for an F-1, then the annual Form 20-F and the semiannual interim reports Nasdaq requires on Form 6-K.

Complex Accounting Areas

Revenue recognition (ASC 606), leases (ASC 842), stock compensation (ASC 718), convertible notes, and warrants documented to audit standard.

Public-Company Reporting

A close fast enough for 10-Q and 10-K deadlines, plus preparation support for each quarterly and annual filing once the company is listed.

Explore this service

Technical Accounting Memos

Written positions on the accounting judgments behind your numbers, with the facts, guidance applied, alternatives considered, and conclusion.

Explore this service

Income Tax Provision

The ASC 740 provision, deferred tax schedules, valuation allowance analysis, and tax footnote for each period presented.

Explore this service

Governance & Finance Team Readiness

Audit committee reporting, a disclosure calendar, and a plan for the finance roles a public company needs.

  • Readiness assessment report with a prioritized gap list and timeline
  • Multi-year GAAP-converted financial statements
  • Audit-ready schedules and supporting documentation
  • Internal control design memo
  • S-1 / F-1 financial statement and footnote support package
  • Public-company close calendar for 10-K / 10-Q or 20-F / 6-K
  • Technical accounting memos for significant judgments
  • Income tax provision and footnote for each period presented
  • Audit committee reporting pack and disclosure calendar

When this service may fit

  • You are targeting a Nasdaq or NYSE American listing within the next 12-24 months
  • Your auditor cannot prepare your financial statements and you have no in-house controller yet
  • You have convertible notes, SAFEs, warrants, or recent option grants that will draw SEC questions
  • Your books have never been through a PCAOB-standard audit
  • Underwriters, counsel, or your audit firm have flagged accounting or documentation gaps
  • You need multiple years of GAAP-consistent financials for an S-1 and do not yet have them
  • Your company is based outside the U.S. and is weighing an F-1 filing and a U.S. listing

How It Works

1

Readiness assessment and gap analysis

Assess historical reporting, the close process, equity records, and accounting policies against the proposed transaction timeline.

2

GAAP conversion and historical cleanup

Prioritize gaps in revenue recognition, stock compensation, consolidations, and supporting schedules with the advisory team.

3

Audit coordination and S-1 support

Build management-owned workpapers and reporting processes that support the independent audit and legal disclosure work.

4

Post-listing reporting schedule build-out

Track readiness milestones, unresolved accounting positions, and reporting responsibilities through the agreed handoff.

Your Role

Designate internal owners, maintain complete contracts and equity records, and make accounting and control decisions with management oversight.

Service Scope

The independent audit opinion is issued by your PCAOB-registered auditor, not by OICPA. Readiness support is not an audit, securities legal advice, underwriting, or assurance that a listing will occur. If OICPA prepares your financial statements, OICPA cannot also audit them. Independence should be confirmed with your audit firm before work begins.

Start IPO Readiness Accounting online

Choose the closest scope and send your request online. We’ll confirm the final work and fee in writing before anything begins.

Explore self-service calculators Already a client? Order in your portal

Frequently Asked Questions

No. We are not a PCAOB-registered audit firm. We prepare your books, schedules, and documentation so your independent auditor can perform an efficient, defensible audit, and we coordinate directly with them throughout the engagement.