Going Public Legal Services
Acquisition Stars helps private companies plan their path to public markets, offering strategic guidance on the optimal path to public markets. Whether through traditional IPO, Regulation A+, direct listing, or reverse merger, we help with the M&A side of the transaction and work with independent securities counsel on the SEC registration, compliance, and filing work involved.
Going public attorney: A lawyer who guides private companies through the process of becoming publicly traded, whether via IPO, Regulation A+ offering, direct listing, or reverse merger. Going public attorneys handle SEC registration statements, securities compliance, and regulatory filings required for public company status and stock exchange listing.
Going Public: What You Need to Know
Ready to take your company public? Acquisition Stars helps companies plan their approach to going public, including IPO, Regulation A+, direct listing, and reverse merger structures, and works with independent securities counsel on the SEC registration and compliance work. We help companies choose the right path based on size, timeline, and capital needs.
Acquisition Stars serves companies nationwide, helping them plan their going public strategy across all transaction structures, and works with independent securities counsel on the regulatory pathways.
What are the paths to going public?
Companies can go public through four main paths: traditional IPO, Regulation A+ offering, direct listing, or reverse merger into a public shell company.
Each path has distinct advantages, regulatory requirements, and timelines. Acquisition Stars helps you evaluate your company's situation and works with independent securities counsel to confirm the optimal approach for accessing public capital markets.
Initial Public Offering (S-1)
Full registration statement filed with SEC for companies raising $50M+ in capital
Mini-IPO (Tier 2)
SEC-qualified offering up to $75M with reduced reporting requirements
Public Trading Without Offering
Existing shares trade publicly without raising new capital
Shell Company Combination
Private company merges into existing public shell to gain public status. Read our complete guide.
What This Engagement Covers
Alex Lubyansky leads the M&A side of every going public engagement. Acquisition Stars works with independent securities counsel, who reviews the filings and leads the SEC review process. Scope is set before the engagement begins so the company knows what is included and what triggers additional work. The scope below covers what a typical engagement includes from the initial pathway assessment through effectiveness, whichever path the company ultimately chooses. We tell you who would handle your matter before any introduction, and you decide whether to proceed.
Documents Involved (With Independent Securities Counsel)
- Registration statement (Form S-1) or offering circular (Reg A+)
- Risk factor disclosures
- Financial statement footnotes coordination with auditors
- Corporate governance policies and board resolutions
- Responses to SEC comment letters
- Closing and effectiveness filings
Decision Points Along the Way
- Choice of pathway: IPO, Regulation A+, direct listing, or reverse merger
- Cap table cleanup before filing
- Audit timeline and auditor selection
- Underwriter or broker-dealer coordination
- Post-effectiveness reporting setup
- Strategy for responding to SEC comment letters
Path selection is treated as its own scoped step, separate from drafting the registration statement or offering circular. A company that commits to a pathway before confirming it fits the capital target, timeline, and existing cap table often has to restart disclosure work when the SEC or the market pushes back. Confirming the pathway first, then building the filing around it, avoids that rework. The same discipline applies to SEC comment letters once a filing is submitted: each round of comments gets a written response strategy before drafting begins, rather than a rushed reply against the clock. Where a company is comparing pathways before engaging counsel, our going public guide and overview of the five paths to public markets cover the tradeoffs in more depth than fits on this page.
On why disclosure work deserves the same attention as deal terms, Alex Lubyansky has written that founders
"focus on valuation headlines while the fine print gets glossed over."
Alex Lubyansky, Managing Partner. Forget the fancy pitch deck. THIS is what actually kills most funding rounds.Why choose Acquisition Stars for going public?
Acquisition Stars combines M&A expertise with strategic guidance to help companies plan their path to public markets, working with independent securities counsel on the IPO, Reg A+, direct listing, or reverse merger compliance work.
We provide strategic pathway analysis and attentive coordination throughout the public markets transition, and work with independent securities counsel on SEC compliance.
Strategic Pathway Analysis
We analyze your company's financials, growth trajectory, and capital needs to recommend the optimal public markets path: traditional IPO, Regulation A+, direct listing, or reverse merger.
Securities Counsel Coordination
We work with independent securities counsel on Securities Act registration requirements, Exchange Act reporting obligations, and ongoing public company compliance across all regulatory frameworks.
Capital Markets Experience
We help companies plan IPOs, Regulation A+ offerings, direct listings, and reverse mergers, and work with independent securities counsel on the registration and compliance work involved in each path.
End-to-End Support
Support from initial planning through public company compliance. Acquisition Stars helps with corporate governance planning and works with independent securities counsel on disclosure controls and ongoing SEC reporting.
Going Public FAQs
How much does it cost to take a company public?
Going public costs vary significantly by pathway: (1) Traditional IPO: $2M-$5M including underwriter fees, legal, accounting, and compliance costs, (2) Regulation A+: $500K-$1.5M for Tier 2 offerings up to $75M, (3) Direct Listing: $1M-$3M without underwriter fees but requiring market making arrangements, (4) Reverse Merger: $200K-$800K for transaction and compliance. Ongoing public company costs add $200K-$500K annually for SEC reporting, audit, board governance, and investor relations. Acquisition Stars provides detailed cost analysis for your specific situation and recommended pathway.
How long does it take to go public?
Going public timelines vary by transaction structure: (1) Traditional IPO (S-1): 9-18 months from engagement through pricing and listing, (2) Regulation A+ Offering: 4-8 months for SEC qualification and closing, (3) Direct Listing: 3-6 months for S-1 effectiveness and trading commencement, (4) Reverse Merger: 2-4 months from LOI through closing and Super 8-K filing. Timelines depend heavily on audit readiness, SEC comment rounds, and underwriter coordination. Acquisition Stars helps companies plan realistic timelines, and independent securities counsel handles the proactive SEC engagement.
What are the requirements to go public?
Core going public requirements include: (1) Audited financial statements-minimum 2 years for most paths, 3 years for major exchanges, (2) PCAOB-registered auditor-not just any CPA firm, (3) Strong corporate governance-independent board members, audit committee, internal controls, (4) Clean cap table-clear ownership structure without complicated warrants or convertibles, (5) Experienced management team with public company readiness, (6) Legitimate business operations with defensible financial projections. Specific requirements vary by pathway (IPO vs Regulation A+ vs reverse merger). Acquisition Stars discusses readiness during the initial consultation and works with independent securities counsel to confirm SEC readiness requirements.
What's the difference between IPO and Regulation A+?
Key differences: SIZE-IPOs typically raise $50M-$500M+; Regulation A+ limited to $75M maximum. TIMELINE-IPOs take 12-18 months; Reg A+ takes 4-8 months. AUDITOR-IPOs require PCAOB audit; Reg A+ also requires PCAOB but less rigorous testing. ONGOING REPORTING-IPOs require full SEC 10-Q/10-K filings; Reg A+ requires semi-annual reports and annual audited financials. UNDERWRITER-IPOs typically require investment bank underwriting; Reg A+ can use broker-dealers or direct marketing. BLUE SKY-IPOs must comply with state securities laws; Reg A+ Tier 2 is federally preempted. Acquisition Stars helps companies choose the appropriate pathway based on capital needs, timeline, and compliance preferences.
Can small companies go public?
Yes, small companies can go public through several pathways: (1) Regulation A+ for companies raising $5M-$75M with reduced compliance costs, (2) Reverse merger to OTC Markets for companies seeking public status without immediate capital raise, (3) Direct listing on OTC Markets if you have existing shareholder liquidity needs, (4) Traditional IPO if you can raise $50M+ despite higher costs. Minimum practical thresholds: $3M-$5M annual revenue, $10M-$20M valuation, clear growth trajectory, and ability to sustain $200K-$500K annual public company costs. Acquisition Stars specializes in helping growth companies access public markets through cost-effective pathways.
Do I need audited financials to go public?
Yes, audited financial statements are mandatory for all going public transactions. Requirements: (1) Traditional IPO-3 years audited financials required, (2) Regulation A+-2 years audited financials for Tier 2, (3) Direct Listing-3 years audited financials typically required, (4) Reverse Merger-2 years audited financials for Super 8-K filing. Auditor must be PCAOB-registered (Public Company Accounting Oversight Board), not just any CPA firm. Audits must follow US GAAP accounting standards with footnote disclosures. Start audit process 6-12 months before anticipated going public timeline. Acquisition Stars coordinates with PCAOB auditors and helps companies prepare for audit requirements.
What is a direct listing and how does it work?
A direct listing allows existing company shares to trade publicly without raising new capital or using underwriters. Process: (1) File S-1 registration statement with SEC-similar to IPO filing, (2) SEC review and comment process-typically 3-4 rounds over 3-6 months, (3) Exchange listing application-NYSE or Nasdaq approval, (4) Trading commencement-existing shares become freely tradable. No IPO pricing, no underwriter fees, no lockup periods. Best for companies with: existing investor liquidity needs, sufficient public float (typically 10M+ shares), strong brand recognition, and ability to meet listing standards without capital raise. Spotify, Slack, and Coinbase used direct listings. Acquisition Stars advises on direct listing feasibility from a business standpoint, and works with independent securities counsel, who manages the SEC registration process.
How is going public different from a reverse merger?
Key differences: CAPITAL RAISE-Traditional going public (IPO/Reg A+) raises capital directly; reverse merger doesn't raise capital. TIMELINE-IPO takes 12-18 months; reverse merger completes in 3-6 months. COST-IPO costs $2M-$5M+; reverse merger costs $200K-$800K. UNDERWRITERS-IPO requires investment bank; reverse merger uses market makers. LISTING-IPO lists on major exchange; reverse merger typically trades OTC initially. PUBLIC FLOAT-IPO creates immediate trading liquidity; reverse merger shares face Rule 144 restrictions. POST-TRANSACTION-Both require ongoing SEC reporting and compliance. Many companies complete reverse merger for public status, then later pursue Regulation A+ or exchange uplisting. Acquisition Stars helps companies choose the optimal pathway based on capital needs, timeline, and valuation objectives.
What are the ongoing requirements after going public?
Public companies face continuous compliance obligations: SEC REPORTING-(1) Form 10-Q quarterly reports within 45 days of quarter-end, (2) Form 10-K annual reports within 90 days of year-end, (3) Form 8-K current reports for material events within 4 business days. CORPORATE GOVERNANCE-(1) Independent board members and audit committee, (2) Insider trading policies and blackout periods, (3) Disclosure controls and procedures, (4) Internal controls over financial reporting (SOX 404). ONGOING COSTS-(1) Annual PCAOB audit: $75K-$200K+, (2) Legal and compliance: $100K-$250K, (3) Investor relations: $50K-$150K, (4) Directors and officers insurance: $50K-$150K. Acquisition Stars helps public companies manage the M&A and business side of ongoing compliance, and works with independent securities counsel on SEC reporting obligations.
How much revenue do you need to go public?
Revenue requirements vary by pathway and exchange: TRADITIONAL IPO-Minimum $50M-$100M revenue preferred by major exchanges, though some tech companies go public pre-revenue with strong growth. REGULATION A+-No strict minimum, but practically $5M-$10M+ revenue needed to justify costs and investor interest. REVERSE MERGER TO OTC-Minimum $3M-$5M revenue for credible quotation, though some early-stage companies succeed with less. NASDAQ/NYSE LISTING-Specific financial tests including minimum $75M market value (Nasdaq Capital Market) or revenue requirements. Revenue matters less than: (1) Growth trajectory and scalability, (2) Path to profitability, (3) Total addressable market size, (4) Competitive positioning. Acquisition Stars evaluates readiness based on overall business profile, not just revenue thresholds.
What is SPAC vs traditional IPO?
SPAC (Special Purpose Acquisition Company) is a blank-check company that goes public to acquire operating businesses. STRUCTURE-SPAC goes public first, raises capital in IPO, then merges with private company (de-SPAC transaction). TIMELINE-De-SPAC takes 3-6 months post-SPAC IPO vs. 12-18 months for traditional IPO. VALUATION-SPAC deals involve negotiated valuation vs. IPO market pricing. SPONSORS-SPACs have sponsor teams with promote (typically 20% founder shares). REDEMPTION RISK-SPAC shareholders can redeem if they oppose the merger. For private companies, de-SPAC offers faster path to public markets than traditional IPO, but recent SEC scrutiny and market conditions have reduced SPAC popularity. Acquisition Stars helps SPAC sponsors and target companies with the M&A side of de-SPAC transactions, and works with independent securities counsel on the SEC and disclosure work involved.
Can I go public on OTC Markets?
Yes, companies can achieve public trading status on OTC Markets without traditional IPO. Pathways include: (1) Reverse merger into existing public shell followed by Form 211 filing for quotation, (2) Regulation A+ offering that allows secondary trading on OTC Markets, (3) Direct Form 211 filing if company has prior public history. OTC Markets tiers: (1) OTCQX-highest tier requiring audited financials and ongoing disclosure, (2) OTCQB-venture market requiring verified current information, (3) Pink-basic quotation tier with varying disclosure levels. Advantages: Lower cost than IPO, faster timeline, no underwriter required. Limitations: Less liquidity, lower valuations, limited institutional investor interest. Many companies start on OTC Markets then later uplist to Nasdaq. Acquisition Stars helps companies with the M&A side of OTC Markets transactions, including reverse merger structuring, and works with independent securities counsel on Regulation A+ offerings and OTCQB applications.
What do companies overlook most often when preparing to go public?
Founders concentrate on valuation and the size of the capital raise, and the supporting disclosure work gets less attention than it needs. Registration statements, financial statement footnotes, and risk factor disclosures carry real legal exposure if they are rushed to meet a deadline built around the headline number. Acquisition Stars and independent securities counsel review the complete disclosure package together, not just the pricing terms, before a filing goes to the SEC.
Ready to take your company public?
Acquisition Stars helps you plan the M&A side of going public and works with independent securities counsel on the IPO, Regulation A+, direct listing, or reverse merger work. Contact us to discuss your objectives.