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name: ipo-spac-readiness
description: Use this skill to prepare a company for a public listing via IPO, direct listing, or SPAC/de-SPAC — configured to the target jurisdiction upfront. It closes and estimates the financials, assembles and matches the required materials and data (financial statements, disclosure, data room), and builds the jurisdiction-specific readiness plan for counsel, auditors, bankers, and the CFO to own — never legal, audit, underwriting, or investment advice, and never a listing or eligibility determination.
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# IPO & SPAC Readiness

> **What this is** — a repeatable, AI-assisted working method for taking a company from "considering going public" to a **jurisdiction-configured, evidence-backed readiness package**: the financial close and estimates, the required-materials matrix, the data room, and the path-and-timeline plan — assembled so counsel, auditors, bankers, and the CFO decide from a rigorous, complete starting point.
> **What this is NOT** — **not legal, audit, underwriting, accounting, tax, or investment advice, and not a substitute for the licensed professionals a listing requires** (securities counsel, PCAOB/independent auditors, the underwriter/sponsor, tax advisers, valuation experts). **It does not determine eligibility, adequacy, valuation, or admission, and does not audit anything** — those are regulated decisions and attestations. Every deliverable is a working draft requiring professional review and independent audit before it is relied on, filed, or shown to investors.
> **How this was learned (honest framing)** — this method comes from closely supporting C-level teams on IPO/SPAC work as a designer and operator; it is offered as **business understanding used as judgment and preparation**, not as a licensed capital-markets, legal, audit, or advisory service.

## Design of this skill (why it's structured this way)
A listing fails on the seams — where financials, disclosure, jurisdiction rules, and timeline meet. So the method is **jurisdiction-first** (the target market's regime is set as a parameter before anything else, because it shapes every requirement downstream), then **evidence-backed** (every number sourced, every material mapped to the rule that demands it), then **human-gated** (nothing is concluded, audited, or valued — it's routed to the professional who owns that attestation). Its logic runs in one direction: **configure the regime → close and estimate the numbers → match materials and data to the regime → sequence the path**, with a reconciliation and gap-check at each handoff so nothing is asserted that the evidence doesn't support.

## When to use this
- A company is weighing IPO vs direct listing vs SPAC/de-SPAC and needs the paths and their requirements laid out before the banker/counsel kickoff.
- The target listing jurisdiction must be set upfront so all subsequent requirements, accounting basis, and disclosure are configured correctly.
- Management needs the financials closed and forward estimates built into the shape investors and regulators expect.
- A data room and required-materials matrix must be assembled and matched to the regime's demands, with gaps tracked.
- Leadership needs an honest readiness assessment and a sequenced timeline with the critical path and its owners.

## Operating principle
Configure the regime, then let it drive everything. The method sets the target jurisdiction and path as parameters, derives the requirements from them, closes and estimates the numbers to the correct accounting basis, matches every required material to the rule that demands it, and sequences the work — sourcing every figure and routing every judgment, audit, and opinion to the licensed professional who owns it. The value is a complete, jurisdiction-correct, evidence-backed package the deal team can act on — never a filing, an audit, a valuation, or an eligibility call.

## Capability 1 — Jurisdiction & path configuration
**Goal.** Set the target listing jurisdiction, venue, and deal path upfront and derive the regime-specific requirement set that governs everything downstream.
**Inputs.** Candidate jurisdictions/venues, company domicile and structure, deal-path options (IPO / direct listing / SPAC-de-SPAC), size and shareholder profile, sector.
**Method.**
1. **Set the jurisdiction and venue as parameters** and pull the governing regime: e.g., **US SEC** (Securities Act registration, **Form S-1** / **F-1** for FPIs) on **NYSE / Nasdaq**; **Australia ASX** (ASX Listing Rules, prospectus under the Corporations Act, **ASIC**); **UK LSE** (UK Listing Rules / prospectus, Main Market or **AIM** with a nominated adviser); **HK / SGX / EU** as applicable.
2. **Set the accounting basis** the regime requires (**US GAAP** or **IFRS**, FPI accommodations, number of audited years) — this determines how Capability 2 closes the books.
3. **Configure the deal path**: for **SPAC/de-SPAC**, add the layers a traditional IPO doesn't have — the business-combination agreement, **PCAOB-audited target financials**, the **Super 8-K / proxy (S-4)**, redemption dynamics, **PIPE** financing, sponsor promote, and projections treatment (and the heightened liability scrutiny around de-SPAC projections).
4. Derive the **requirement set** (financials, disclosure, governance, approvals) *from* the configured regime and path — so nothing generic is assumed.
5. Flag every requirement that is a **legal/regulatory judgment** for counsel.
**Output.** A jurisdiction-and-path configuration: venue, accounting basis, audited-period requirement, path-specific layers, and the derived requirement set — each rule-referenced.
**Quality bar (what the professional receives).** The regime and path are set as explicit parameters; the accounting basis and audited-period requirement are correct for the venue; path-specific layers (esp. SPAC) are captured; every derived requirement is sourced and judgment items flagged.

## Capability 2 — Financial close & estimation
**Goal.** Close the historical financials to the required basis and build the forward estimates and models the regime and investors expect — draft, for audit and CFO review.
**Inputs.** Trial balance and management accounts, the configured accounting basis and audited-period count (Cap 1), operating drivers, cap table, debt.
**Method.**
1. **Close the books** to the correct basis: assemble the income statement, balance sheet, and cash-flow statement for the required number of periods, with a **GAAP/IFRS-conversion bridge** if management accounts differ from the listing basis.
2. Identify the **audit-readiness gaps** (revenue recognition, cut-off, related-party, stock comp, segment reporting) as items the independent auditor must resolve — the method prepares, it does not audit.
3. Build the **forward model**: revenue build, margin bridge, working-capital and cash-flow projection, and **use-of-proceeds** — with assumptions explicit and **modelled-vs-measured** labelled throughout.
4. Assemble **capitalisation**: pre/post-money cap table, dilution, option pool, and (SPAC) redemption/PIPE/promote scenarios; bridge **enterprise value to equity value**.
5. Prepare the **non-GAAP measures** (adjusted EBITDA, KPIs) with **GAAP reconciliations** and note the presentation rules (SEC Reg G) — flag aggressive adjustments rather than passing them through.
6. Reconcile every schedule and tie every figure to a source; mark the whole set **unaudited draft**.
**Output.** A closed historical financial set (to basis, with conversion bridge), a forward model with explicit assumptions, a capitalisation/scenario schedule, and reconciled non-GAAP measures — all labelled unaudited draft.
**Quality bar (what the professional receives).** Statements are to the correct basis for the required periods; conversion and non-GAAP reconciliations are explicit; projections label every assumption modelled-vs-measured; audit-readiness gaps are flagged for the auditor; nothing is represented as audited.

## Capability 3 — Materials matching & data-room assembly
**Goal.** Assemble and match every required material and data point to the regime's demands, and stand up a diligence-ready data room with gaps tracked to closure.
**Inputs.** The requirement set (Cap 1), the financials (Cap 2), corporate/legal/commercial documents, the disclosure-document type for the venue.
**Method.**
1. Build the **required-materials matrix**: each regime requirement → the specific document/data that satisfies it → present/partial/absent → owner → open question. (Complements the exchange-rule checklist in the *listing-readiness-review* skill; this one is regime-wide and data-first.)
2. Map the **disclosure-document skeleton** for the venue (**S-1/F-1** prospectus, ASX/UK prospectus, or **de-SPAC S-4/proxy**): business, risk factors, MD&A, financials, governance, use of proceeds — and match content to each section.
3. Stand up the **data room** structured for diligence (corporate, financial, commercial, legal/IP, HR, regulatory, tax), with an index that mirrors what counsel and the underwriter will request.
4. Run a **gap analysis with reminders**: what's missing, who owns it, what it blocks on the critical path — regenerable as documents land.
5. Cross-reference **precedent filings** in the same venue/sector to sanity-check completeness and disclosure approach — cited, treated as persuasive not binding.
6. Mark every "satisfied" as **candidate — pending professional confirmation**; counsel and the auditor confirm adequacy.
**Output.** A required-materials matrix, a venue-correct disclosure skeleton mapped to content, a structured data-room index, and a regenerable gap tracker with owners and reminders.
**Quality bar (what the professional receives).** Every material is matched to the specific requirement and marked candidate-pending-review; the disclosure skeleton is correct for the venue and path; the data room mirrors real diligence structure; gaps carry owners, blockers, and reminders — and adequacy is left to the professionals.

## Worked example (illustrative)
*Illustrative only — hypothetical facts.* A profitable APAC software company is weighing a **US IPO on Nasdaq** vs an **ASX** listing vs a **de-SPAC**. The method: (1) **configures** each — Nasdaq/US-GAAP-or-IFRS-FPI with **Form F-1** and multi-year PCAOB-audited financials; ASX/IFRS with a Corporations-Act prospectus; de-SPAC adding an **S-4/proxy**, target-audit, redemption/PIPE and projection-liability layers — deriving each regime's requirement set; (2) **closes** the books to the chosen basis with an IFRS/GAAP conversion bridge, builds the forward model and use-of-proceeds with assumptions labelled modelled-vs-measured, and lays out the cap table with de-SPAC redemption scenarios; (3) **matches** every requirement to a document, stands up the diligence data room, maps the **F-1** (or S-4) skeleton to content, and runs a gap tracker with owners and reminders — cross-referencing cited precedent F-1s for completeness. Everything is unaudited draft and candidate-pending-review; counsel, the PCAOB auditor, the underwriter, and the CFO decide. **No eligibility, valuation, or adequacy is concluded here.**

## Guardrails & escalation
- **Escalate to the licensed professionals a listing requires:** securities counsel (registration, disclosure adequacy, liability), independent **PCAOB/auditors** (the audit and any comfort letter), the **underwriter/sponsor** and nominated adviser (eligibility, pricing, marketing), tax advisers, and valuation experts — for every determination in their domain.
- **Never** audit financials, conclude eligibility or listing-readiness, opine on value or pricing, certify a disclosure is adequate or complete, or present any deliverable as legal, audit, underwriting, or investment advice. **The method prepares and matches; the professionals attest and decide.**
- **Projections caution (esp. de-SPAC):** treat forward figures as assumption-explicit models, flag the heightened liability and disclosure scrutiny around de-SPAC projections, and route their treatment to counsel — never present projections as expected outcomes.
- **Jurisdiction currency:** listing regimes, forms, and accounting requirements differ by venue and change; every requirement carries its rule reference and a verify-against-current-rulebook flag. Re-confirm the configuration with counsel and the auditor before reliance.

## References & sources
- **US** — **Securities Act of 1933** registration; **Form S-1** (domestic) / **Form F-1** (foreign private issuers); **Regulation S-K** and **Regulation S-X** (disclosure and financial-statement form/content); **Sarbanes-Oxley** ICFR; **PCAOB** audit standards; **SEC Regulation G** (non-GAAP).
- **SPAC / de-SPAC** — business-combination agreement, **Form S-4 / proxy**, **Super 8-K**, redemption and **PIPE** mechanics, sponsor promote, and the SEC's heightened scrutiny of de-SPAC disclosure and projections.
- **Australia** — **ASX Listing Rules** and Corporations-Act prospectus; **ASIC**. **UK** — UK Listing Rules / prospectus regime, LSE Main Market and **AIM** (nominated adviser). **Hong Kong / Singapore / EU** — HKEX, SGX, EU Prospectus Regulation, as applicable.
- **Accounting** — **US GAAP** / **IFRS** for the close and conversion; **quality-of-earnings** and non-GAAP reconciliation discipline; enterprise-to-equity valuation bridge concepts.
- Public precedent filings (S-1/F-1/S-4 prospectuses) for completeness benchmarking — cited, persuasive not binding. Listing regimes change; verify every requirement against the current rulebook and confirm with counsel, auditors, and the underwriter before reliance.

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*Part of Ed Chen's AI skill set — how one designer absorbs unfamiliar, regulated, C-level work quickly by pairing AI with rigor and professional review. https://edwson.com*