The S-1 Readiness Handbook
SEC review is slower and more probing than it was before 2022. Written for finance teams 12 to 24 months ahead of an S-1, to fix the gaps that draw staff comments before drafting begins, not during it.
Why This Handbook Matters
The median first comment letter now carries 22 comments, up from 16 before 2022, and half of recent deals took 115 days to clear, with the slowest quartile past 211. Since March 2025, more of the review happens confidentially, favoring issuers who arrive prepared.
The harder problem is internal: nearly half of 2023 IPOs disclosed a material weakness, and 68% trace to one root cause: too few accounting resources. This handbook lays out what to fix, in what order, against a calendar built backward from the filing date.
Key Insights
- What changed in SEC review since 2022, and why to plan on the slow tail, not the median
- The six accounting and control gaps that draw the most staff comments
- The seven-step readiness sequence, each with a "done when" test
- The calendar, built backward from the staleness clock
- A one-page pre-filing readiness checklist
Best Suited For
- CFOs and finance leaders
- SEC reporting and technical accounting leads
- Controllers and close owners
- Audit committee members
- Equity admin and FP&A teams
