The Five Roads to Public Company Status
There is no single way to become a public company. There are five, and choosing the wrong one costs a company a year and a great deal of money. The first is the traditional IPO on Form S-1. You register an offering with the SEC, an underwriter markets it, and shares are sold to the public.…
What this episode covers
There is no single way to become a public company. There are five, and choosing the wrong one costs a company a year and a great deal of money. The first is the traditional IPO on Form S-1. You register an offering with the SEC, an underwriter markets it, and shares are sold to the public.…
- There are five, and choosing the wrong one costs a company a year and a great deal of money.
- You are electing to become a reporting company, and sixty days after you file, the registration becomes effective whether or not the staff has finished commenting.
- Tier 2 lets you raise up to seventy-five million dollars in a twelve-month period on Form 1-A.
- It also means you are responsible for finding every investor.
- First: do you need capital now, or do you need public status now?
Full Transcript
There is no single way to become a public company. There are five, and choosing the wrong one costs a company a year and a great deal of money.
The first is the traditional IPO on Form S-1. You register an offering with the SEC, an underwriter markets it, and shares are sold to the public. It is the slowest road and the most expensive, and for most companies it requires an underwriter willing to take the deal.
The second is Form 10. Form 10 registers a class of securities, not an offering. You are not raising money. You are electing to become a reporting company, and sixty days after you file, the registration becomes effective whether or not the staff has finished commenting. Companies use this when they want reporting status first and a market later.
The third is Regulation A-plus, sometimes called a mini-IPO. Tier 2 lets you raise up to seventy-five million dollars in a twelve-month period on Form 1-A. The disclosure obligation is real, but the ongoing reporting is lighter than the Exchange Act calendar.
The fourth is a direct public offering. You register on Form S-1 and sell the shares yourself, without an underwriter. It costs less. It also means you are responsible for finding every investor.
The fifth is a reverse merger. You merge into an existing public shell and inherit its reporting status. It is the fastest road and it carries the most inherited risk. I will spend a whole episode on that one.
So how do you choose? Three questions.
First: do you need capital now, or do you need public status now? If you need capital, you are looking at an S-1, Regulation A-plus, or a DPO. If you need status, Form 10 or a reverse merger.
Second: are your financial statements audited and current? Every road requires audited financials. Stale audits are the single most common reason a going-public timeline slips.
Third: how much ongoing reporting can you actually sustain? An S-1 that goes effective puts you into 10-K, 10-Q, and 8-K obligations permanently. Regulation A-plus Tier 2 requires semiannual reporting instead. That difference matters more to a small company than most founders expect at the outset.
I spent nine years in the SEC's Division of Enforcement and three decades in private practice, and the pattern is consistent. The road gets chosen for speed. The reporting burden gets discovered afterward.
Pick the road that matches the obligations you can carry.
This is Inside Securities Law. I'm Frederick M. Lehrer. This episode is general information, not legal advice.
This transcript is published for general information only. It is not legal advice, and listening to or reading it does not create an attorney-client relationship.
Authoritative Sources
- 17 C.F.R. § 230.144 — Persons deemed not to be engaged in a distribution — Electronic Code of Federal Regulations
- SEC Compliance and Disclosure Interpretations: Securities Act Rules — U.S. Securities and Exchange Commission
- 17 C.F.R. §§ 230.251–230.263 — Regulation A — Electronic Code of Federal Regulations
- SEC: Regulation A Offering Guidance for Small Businesses — U.S. Securities and Exchange Commission
- SEC Form S-1 — Registration Statement Under the Securities Act — U.S. Securities and Exchange Commission
- 17 C.F.R. Part 229 — Regulation S-K — Electronic Code of Federal Regulations
Primary sources are cited so readers can verify the law directly. Rules and staff guidance change; see our editorial and corrections policy to report an error or an outdated citation.