Able to provide solutions to complex accounting issues with a pragmatic approach as we are well versed with the challenges on both sides of the table
what we offer
Capital Market Transactions: IPO, M&A
We have extensive experience helping companies going public and with mergers and acquisitions process and provide assistance with the following areas.
IPO and SPAC Services
We have helped various companies accessing the public capital markets with the traditional IPOs and SPAC transactions. Our services include assisting companies with the following:
Preparation and filing of registration statements, such as, Form S-1/S-4, including related amendments
Accounting gap assessment in preparation for an IPO/SPAC
Preparation of technical accounting memos to address accounting gaps
Perform procedures for Quarterization and interim financial information, such as, cut-offs procedures, search for unrecorded liabilities (“SURL”), balance sheet account reconciliation schedules for audit
Prepare bridge trial balances, including adjusting journal entries to record in the general ledger
Upgrade private company AICPA financial statements to public company PCAOB and SEC compliant financial statements
Preparation of annual and interim financial statements (F-pages and footnotes) and MD&A, including tie-out for audit support
Preparation of Article 11 Pro-forma Combined Financial Information
Preparation of EPS calculations, basic and dilutive
Other financial information to be included in Form S-1/S-4, including Selected Unaudited Pro Forma Condensed Combined Financial Information, Comparative Per Share Information, and other data
Responses to SEC comment letters
Post IPO/De-SPAC accounting and reporting support, including ongoing SEC filings
Drafting technical accounting memos on reverse merger, accounting acquirer, cheap stock, segment reporting, going concern, etc.
M&A and Business Combinations
We have in-depth experience in the M&A transactions and provide assistance with the following:
Accounting due diligence
Perform agreed upon procedures
Identify accounting policy differences between Target and the Acquirer
Review certain accounting positions, as needed
Review of M&A agreements
Purchase price accounting, including preparation of opening balance sheet and technical accounting memo
Preparation of opening balance sheet
Documentation of accounting conclusions in a technical memorandum, including contingent consideration and earnouts
Analyzing whether a transaction is a business combination vs. an asset acquisition
Review with Company’s auditors about accounting position
Integration of newly acquired entity and post-integration efforts
Preparation of pro-forma financial information, as applicable
Preparation of carve-out financial statements, as applicable
