Direct Listing Advisory

Going Public Without
an Underwriter - Done Right

Same Rigor as a Traditional IPO

A direct listing requires the same financial statement preparation, PCAOB audit, and SEC registration as a traditional IPO. We bring that same level of rigor to every direct listing engagement.

S-1 Financial Sections and MD&A

We prepare the complete financial portions of your direct listing registration statement, including historical financials, footnotes, and MD&A.

Readiness Assessment and Gap Analysis

We evaluate your current financial reporting and controls against public company expectations and identify what needs to be addressed before the listing.

Speak to an Expert
man with black shirt circle1.png
financial table 1.png
charts and graphs.webp

100+

Successful transactions completed

20+

Years of experience

$5 - 50m

Average size of transaction

$20-200m

Average market cap of clients across tech, manufacturing & services

Financial Reporting and SEC Support for Direct Listing Transactions

What makes us different?

A direct listing allows a company to become publicly traded by listing its existing shares on an exchange, without issuing new shares or engaging underwriters to sell them. For companies with strong brand recognition and existing liquidity among shareholders, it can be a cost-effective alternative to a traditional IPO. But the financial reporting and SEC registration requirements are nearly identical.

Corviniti provides the same accounting and financial reporting support for direct listings that we provide for traditional IPOs — historical financial statement preparation, footnote drafting, MD&A, PCAOB audit coordination, and SEC registration statement support. The path to market is different; the financial rigor required to get there is not.

We work with management teams to assess readiness, address technical accounting issues, and prepare the registration statement financial sections on the timeline that direct listings typically require.

We help with:
  • Direct Listing Readiness Assessment: Evaluate your financial reporting, controls, and governance against public company expectations and identify gaps that need to be addressed before the listing.
  • Form S-1 Financial Sections: Prepare the historical financial statements, footnotes, MD&A, and Regulation S-X compliance for the direct listing registration statement.
  • PCAOB Audit Coordination: Prepare audit-ready workpapers and documentation to support the PCAOB audit required for SEC registration.
  • Technical Accounting Resolution: Identify and resolve complex accounting issues that arise in the pre-listing period, including equity instruments, revenue recognition, and stock-based compensation.
  • Internal Controls Assessment: Assess your current control environment and identify the improvements needed to support public company certifications and SOX compliance.
  • SEC Comment Letter Response: Draft responses to SEC staff comments on the registration statement financial sections and manage the review process through effectiveness.
  • Cap Table and Equity Accounting: Review and clean up the capitalization table, account for complex equity instruments, and prepare EPS calculations for inclusion in the registration statement.
  • Post-Listing Reporting Support: Help your team manage the transition to ongoing SEC reporting obligations following the listing.
  • Financial Planning and Investor Communication: Help build the financial reporting and KPI infrastructure your new public shareholder base will expect.
  • Foreign Private Issuer Support: Support cross-border direct listings, including IFRS financial statements and filings on Form F-1.

Why Choose Us?

Big 4 expertise,
boutique agility

Corviniti brings the same Big 4 capital markets depth to direct listing engagements that we apply to traditional IPOs and SPAC transactions. The path to market is different; our standards are not.

Get In Touch

Startups and US Capital Markets are our focus

From well-known companies with existing shareholder liquidity evaluating a direct listing to companies comparing IPO and direct listing alternatives, Corviniti provides the financial reporting support needed to execute the transaction.

  • Startup and Fundraising Focused (including Venture Capital)
  • Built for Capital Markets (including IPO and SPAC transactions)
  • Boutique Attention
  • Big Four Experience
  • Transaction Deadline Oriented

Contact Us To
Learn More

Call: (347) 472-1115
Email: info@corviniti.com

Tell us about your direct listing timeline and current state of financial readiness. We will respond within 24 hours.

Enter your first name here.
This field is required.
Enter your last name here.
This field is required.
Enter your business name here.
This field is required.
Enter your phone number.
This field is required.
What are your monthly expenses?
Select your monthly expenses from the dropdown.
What service are you interested in learning most about?
Select the service you are interested in.
Any additional information you would like to share.

Learn More From

Frequently Asked Questions

In a traditional IPO, the company issues new shares to raise capital, and investment banks serve as underwriters who price and sell those shares to institutional investors. In a direct listing, no new shares are issued and no underwriters are engaged — existing shareholders sell their shares directly on the exchange when trading begins. The SEC registration process is substantially the same, but the company does not receive proceeds from the listing itself.

Yes. A direct listing requires a Form S-1 that must be reviewed and declared effective by the SEC before trading begins. The historical financial statements included in the registration statement must be audited by a PCAOB-registered firm. The financial reporting requirements are essentially the same as a traditional IPO.

Advantages of a direct listing include lower transaction costs, no lock-up period for existing shareholders, and market-determined pricing on the day of listing. Disadvantages include no guaranteed capital raise, no underwriter price stabilization, and less institutional investor engagement during the process. Direct listings work best for companies with strong brand recognition that do not need to raise primary capital.

The SEC has approved a structure called a Direct Floor Listing with Capital Raise, which allows companies to sell new shares in a direct listing alongside existing shareholders. This structure is newer and has been used by a small number of companies. Corviniti can support the financial reporting requirements for either structure.

The timeline is similar to a traditional IPO — typically 30 days for the initial SEC review, plus additional time for comment resolution. Companies should plan for a total SEC review period of three to six months from initial filing.

Yes. We regularly work with foreign private issuers and companies with cross-border structures, including IFRS reporting, US GAAP reconciliations, and multi-entity consolidations for companies with domestic and international subsidiaries.

In most cases, we can begin within a few days of finalizing our agreement. Our onboarding process is straightforward — a brief discovery session, a clear statement of work, and secure access setup. We do not have lengthy intake procedures that delay the start of actual work.