The definitive 18-24 month operating plan for a ~$100M+ ARR B2B SaaS company on the path to a public offering — from readiness gap analysis and SOX/PCAOB audit-grade financials through governance, the equity story, banker selection, S-1 drafting, the roadshow, and the first 90 days as a public company.
Establish the baseline 18-24 months out: an honest gap analysis across finance, systems, org, and governance, a decision gate on whether/when to go public, and the master project plan with workstream owners.
Run a structured readiness assessment to surface every gap between where the company is and what the public markets demand.
Run the IPO readiness assessment across finance, systems, and org
A readiness assessment is the single most leveraged thing you do 18-24 months out. The major advisors (KPMG, EY, PwC, Crosscountry Consulting, Forvis Mazars) all run a variant of…
Benchmark the equity-story metrics against public SaaS comps
Before you spend $5-15M getting IPO-ready, confirm the numbers can carry a public equity story. The 2024-2026 market does not reward raw top-line speed — it rewards efficient,…
Estimate the cost and resource load of going public
Going public is expensive both once and forever. The one-time cost of a mid-cap SaaS IPO commonly runs $5-15M+ (underwriting spread aside), and the recurring public-company cost…
Convert the diagnostic into a go/no-go decision, a target window, and a governed master project plan.
Hold the go/no-go decision and set the target listing window
Going public is one path among several — a dual-track (IPO vs. M&A) keeps leverage and a fallback. Through Q1 2026, 22 traditional IPOs raised $9.4B+ and capital is flowing toward…
Build the master IPO project plan and workstream RACI
An IPO is a 18-24 month program with 6-8 interdependent workstreams and a hard external dependency (SEC review takes 30 days for first review, then iterative comment rounds over…
Select advisors and decide EGC and dual-track posture
Before building the internal team, engage external advisors 12-18 months before filing — issuer's counsel, an IPO readiness/audit advisor, and a SOX advisor. Two early structural…
Build the financial foundation public markets demand: PCAOB-audited statements, public-ready technical accounting, a documented and tested SOX control environment, and a finance/FP&A org that can close fast and forecast accurately.
Move from private-company accounting to audit-grade, public-ready financial statements.
Stand up the multi-year PCAOB audit
The SEC requires two to three years of PCAOB-audited financials in the S-1 (two years of balance sheets, three years of income/cash-flow for non-EGCs; EGCs under the JOBS Act may…
Convert technical accounting to public-company standards (ASC 606, leases, stock comp)
Public companies lose the private-company practical expedients and accounting alternatives. The transition reverses elections like amortizing goodwill or the risk-free-rate lease…
Build the IPO financial-statement set and pro forma data
The S-1 needs a specific, complete financial package: audited annual statements, the latest interim (stub-period) reviewed statements, and pro forma financials reflecting the IPO…
Build, document, and test the internal control over financial reporting (ICFR) environment public companies must attest to.
Design and document the ICFR control environment (COSO / SOX 404)
SOX readiness is the longest single pole: building from minimal controls to SOX-ready takes 12-18 months for a typical Series B/C company. While management's first SOX 404…
Remediate deficiencies and stand up the financial-systems / ERP backbone
A control environment is only as good as the systems under it. Public companies need an auditable ERP, automated revenue and billing systems, and a monthly close inside ~5-10…
Build the public-company finance org and the forecasting discipline that lets you guide and beat.
Hire the public-company finance leadership and SEC-reporting team
The single most common timeline trap is under-staffing finance. Public-company reporting runs on tight deadlines that a private-company team cannot absorb, and these hires take…
Build the public-grade FP&A model and forecasting discipline
As a public company you will guide the Street, and your credibility lives or dies on forecast accuracy — top operators land within +/- 2-3% of guidance. You need a bottoms-up,…
Build the board, committees, and policies that listing standards and the SEC require — an independent, properly-committeed board and the public-company policy stack — well before effectiveness.
Assemble a majority-independent board and the three required committees to NYSE/Nasdaq standards.
Recruit independent directors and constitute the board
Both NYSE and Nasdaq require a majority of independent directors and regular executive sessions of independents (Nasdaq: at least twice per year). A founder/VC-only board doesn't…
Charter the audit, compensation, and nominating/governance committees
Listing standards require three standing committees — Audit, Compensation, and Nominating/Corporate Governance — each with a compliant charter and independent membership. The…
Design public-company executive compensation and director pay
Executive comp becomes public and votable the moment you list — disclosed in the proxy and subject to say-on-pay, with ISS and Glass Lewis grading your program against peers. Get…
Adopt the governance policies, equity plans, and disclosure controls a public company must have in place at effectiveness.
Adopt the public-company governance and disclosure policy stack
At effectiveness you must already have the public-company policy stack adopted and live — these aren't paperwork, they're the controls that keep executives out of trouble during…
Finalize corporate structure, charter/bylaws, and equity plans
The IPO is the moment to lock in the public-company charter, bylaws, and capital structure — including governance choices (classified board, dual-class, supermajority provisions)…
Craft the durable-growth investor narrative the company will sell to public markets, then run the banker bake-off and organize the deal syndicate.
Build the investor narrative — durable, efficient growth, a credible TAM, and a defensible Rule of 40.
Author the equity story and durable-growth thesis
The equity story is the spine of the entire deal — it shapes the S-1 business section, the roadshow, and how the Street models you for years. In 2024-2026, public investors reward…
Define the public KPI framework and disclosure metrics
Once public, the metrics you disclose become a commitment — analysts model them, and changing or dropping one signals weakness. Decide deliberately which SaaS KPIs you'll publish…
Test the equity story with a non-deal roadshow and analyst feedback
Don't first hear how the market reacts to your story on the deal roadshow. A pre-IPO testing-the-waters (TTW) program — permitted for EGCs under the JOBS Act / Securities Act…
Run the underwriter bake-off and organize the syndicate and working group.
Run the underwriter bake-off and select bookrunners
The bake-off (a.k.a. beauty contest) is where you select underwriters: invite 4-8 banks to pitch their view on valuation, positioning, marketing strategy, and relevant transaction…
Organize the deal: working group, kickoff, and timeline
With bankers selected, the deal becomes a tightly-choreographed working-group process. The organizational meeting ("org meeting") kicks it off: every party aligns on the timeline,…
Draft the registration statement, survive due diligence, and navigate the SEC comment process to effectiveness.
Write the S-1 — business, MD&A, risk factors, and financials — to a public-company standard.
Draft the business section and MD&A
The MD&A (Management's Discussion & Analysis, governed by Item 303 of Reg S-K) is where management explains its financial condition and results in plain English. It must cover…
Draft company-specific risk factors and assemble the financial statements
The SEC has sharply increased scrutiny of boilerplate risk language — generic industry risks draw comments; you need company-specific disclosure with concrete consequences.…
Survive due diligence and manage the SEC comment process to effectiveness.
Run due diligence and the comfort-letter process
Underwriters and their counsel run due diligence to establish a defense against Section 11 liability — business, legal, and financial. In parallel, the auditor prepares a comfort…
File confidentially and manage the SEC comment process
Most issuers file the draft S-1 confidentially (a JOBS Act benefit) to start SEC review without public disclosure. The SEC staff has 30 calendar days for its first review, then…
Launch the deal — roadshow, book-building, pricing, and allocation — then operate as a public company through the critical first 90 days.
Market the deal, build the book, and price and allocate the offering.
Run the roadshow and build the book
The roadshow is the management team's ~2-week marketing tour selling the equity story to institutional investors. The US circuit typically hits New York, Boston, San Francisco,…
Price the offering and allocate shares
On pricing night, the issuer and lead-left set the final price from the book — real demand within (or above/below) the filed range. Then comes allocation: when oversubscribed,…
Operate as a public company: IR cadence, the first earnings call, and lock-up management.
Stand up the IR function and run the first earnings call
The first quarter as a public company sets your credibility for years. The IR function runs the earnings cycle, manages the quiet period (no new info beyond the registration…
Manage the lock-up and the post-IPO transition
The IPO doesn't end at the bell — the first 90-180 days carry the lock-up (insiders barred from selling, typically 90-180 days, signaling insider confidence) and a set of…
Operationalize the SEC reporting and ongoing-compliance calendar
After the IPO glow fades, you run a relentless filing machine. The SEC-reporting team owns periodic and current reports on hard deadlines, and missing one (or a late Section 16…
