Form S-1 Preparation
S-1 Registration Statements
Prepared for the SEC's Scrutiny
Financial Statements and Footnotes
We prepare the audited historical financial statements, footnote disclosures, and Regulation S-X schedules required for your S-1 registration statement.
MD&A and Disclosure Drafting
Clear, technically accurate MD&A narratives covering results of operations, liquidity, capital resources, and critical accounting estimates.
SEC Comment Resolution
We manage the SEC review process from initial filing through comment resolution and effectiveness -- keeping your IPO timeline on track.
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
Form S-1 Financial Statement and Disclosure Preparation
What makes us different?
The Form S-1 is the most complex financial document most companies will ever produce. It requires audited historical financial statements, detailed footnote disclosures, a comprehensive MD&A, and compliance with SEC Regulation S-X — all of which are reviewed by the SEC staff before the registration becomes effective. Errors or omissions result in comment letters, delays, and added cost.
Corviniti prepares the financial portions of Form S-1 registration statements, working directly with management, legal counsel, and PCAOB-registered auditors to produce a filing that is accurate, complete, and ready for SEC review. We handle the financial statements, draft the footnotes, write the MD&A, and manage the financial workstreams through each draft and SEC comment cycle.
Our team has direct experience with S-1 filings across technology, life sciences, fintech, and other sectors. We understand the SEC’s expectations, the questions staff commonly ask, and how to present your financial story clearly and defensibly.
We help with:
- Historical Financial Statement Preparation: Prepare and format the required periods of audited financial statements in compliance with Regulation S-X, including balance sheets, income statements, cash flow statements, and statements of equity.
- Footnote Drafting: Draft comprehensive footnote disclosures covering accounting policies, revenue recognition, equity instruments, debt, leases, income taxes, and all other required areas.
- MD&A Drafting: Write the Management’s Discussion and Analysis section, including results of operations, liquidity and capital resources, contractual obligations, and critical accounting estimates.
- Regulation S-X Compliance: Ensure the financial statements and schedules comply with all applicable Regulation S-X requirements, including content, format, and required financial data.
- Selected Financial Data and Summary Financials: Prepare the selected financial data tables and condensed financial highlights required in the S-1 prospectus.
- Pro Forma Financial Information: Prepare pro forma financial statements for significant acquisitions or transactions that require Article 11 pro forma presentation.
- PCAOB Audit Coordination: Prepare the audit-ready workpapers, technical memos, and supporting documentation your PCAOB auditors need to complete their procedures efficiently.
- SEC Comment Letter Response: Draft responses to SEC staff comments on the financial sections of the S-1 and coordinate with legal counsel and auditors through the review process.
- Confidential Submission Support: Support the initial confidential submission process, including the financial statement requirements for draft registration statements.
- Subsequent Amendment Support: Manage financial statement updates, interim period additions, and disclosure amendments required through subsequent S-1/A filings.
Why Choose Us?
Big 4 expertise,
boutique agility
Corviniti brings Big 4 SEC filing experience to Form S-1 engagements, with the direct senior involvement and responsiveness that IPO timelines demand. We have prepared S-1 financial sections across multiple industries and understand what the SEC looks for in the review process.
Startups and US Capital Markets are our focus
From companies filing their first S-1 to late-stage pre-IPO companies refining their financial presentation ahead of the roadshow, Corviniti provides the technical expertise and execution focus the process requires.
- 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 IPO timeline and where you are in the S-1 preparation process. We will respond within 24 hours.
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Frequently Asked Questions
Generally, two years of audited balance sheets and three years of audited income statements, cash flow statements, and statements of equity are required, subject to certain exceptions for emerging growth companies and smaller reporting companies. Corviniti prepares the required historical periods and ensures they comply with Regulation S-X.
An emerging growth company (EGC) is a company with less than $1.235 billion in annual gross revenues during its most recently completed fiscal year. EGCs benefit from reduced disclosure requirements, including only two years of audited financial statements and an exemption from the external auditor attestation requirement under SOX 404(b). Corviniti helps companies assess their EGC status and structure their S-1 accordingly.
The SEC allows companies to submit a draft S-1 confidentially before making it public, which allows you to receive initial SEC comments and address them before competitors or the market see your filing. Most companies use this option. Corviniti supports the confidential submission process from the initial draft through the public filing.
We analyze each comment, determine the appropriate accounting or disclosure response, draft the response letter, and coordinate the required S-1 amendments with legal counsel and auditors. Most S-1 filings receive at least one round of comments. Our goal is to resolve each comment cleanly on the first response to avoid additional rounds of review.
Yes. We regularly step into ongoing S-1 processes at various stages — whether that is providing capacity for a compressed timeline or resolving a specific technical accounting issue that has arisen during the SEC review. We can mobilize quickly.
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.
