Going public overwhelms most first-time issuers. You hire bankers, lawyers, and auditors, and suddenly everyone discusses “the S-1” as if it explains itself. It doesn’t have to feel that way.
This guide walks you through your IPO from start to finish. And explains what happens each week and also shows who is involved.
It breaks down the real costs. It covers key terms you need before your first drafting call. Read it once, and you’ll walk into your IPO knowing what to expect at every stage.
Why Form S-1 Is the Center of Almost Every IPO
If you’re a US domestic company raising money from the public for the first time, you file Form S-1. It is the default registration statement the SEC requires before you can sell shares to the public. It applies to standard corporate issuers, REITs, SPACs, and closed-end funds that raise capital. (Foreign private issuers file the equivalent Form F-1 for the same purpose, but with a different label.)
The market backs up why this matters right now. According to the SEC’s Division of Economic and Risk Analysis, U.S. companies completed 374 IPOs in 2025.
They raised more than $70 billion. This was a sharp rise from 246 IPOs and $39 billion in 2024. More issuers are filing S-1s than in previous years, so more first-timers are going through this process for the first time, right now.
Whether you’re planning a first IPO, a follow-on offering, or taking a SPAC public, you will use the same form. The process is also similar and usually takes about 16 weeks
What Does an IPO Actually Cost?
Most first-timers underestimate this, and it’s a big reason the process feels overwhelming. Research from a Big Four accounting firm on IPO costs found that the large majority of CFOs at newly public companies spent more than $1 million on one-time IPO costs on top of underwriting fees that typically run several percent of gross proceeds.
Budget for legal, accounting, printing, and underwriting costs well before your organizational meeting, not after.
Are You Ready? A Quick Self-Check
Before you commit to a timeline, answer these honestly:
- Timing: Are market conditions and your growth story aligned right now?
- Financials: Can you produce the required two years of audit-ready financials for an Emerging Growth Company (EGC), or three years of audit-ready financials if the EGC exception does not apply, and forecast the next few quarters with confidence?
- Team: Do you have, or can you hire, a CFO, legal counsel, and finance staff with public company experience?
- Controls: Have you tested your internal controls well enough to survive SEC and auditor scrutiny?
- Appetite: Is your leadership genuinely ready for quarterly public disclosure and shareholder scrutiny permanently?
If you’re unsure about more than one of these, that’s normal; it’s exactly what the 9–12-month runway below is for.
Your IPO Timeline: 16 Weeks, Roughly
Most IPOs move through five phases. Timelines shift by company and market conditions, but this is the typical shape:
Weeks 1–4: Organizational Meeting and Drafting Begins
Your company, underwriters, lawyers, and auditors meet for the first time to set the plan and assign work. Drafting the S-1 starts immediately after.
Weeks 4–8: Confidential Draft Submission (DRS)
You submit a confidential Draft Registration Statement to the SEC. This lets the SEC review your filing in private before competitors or the public see it. The JOBS Act gave this right to emerging growth companies. Later, the SEC opened it to all issuers.
Weeks 9–14: SEC Comment Rounds
The SEC sends comment letters asking you to clarify or expand disclosures. Expect two to four rounds of comments and responses. This is a normal, expected part of the process, not a sign something is wrong.
Week 15: Roadshow and Pricing
You take your public filing on the road, often online, to pitch institutional investors. Then you and your underwriters agree on a share price based on demand.
Rule: If you used a confidential submission, you must publicly file your registration statement. You must also file every draft amendment. Do this at least 15 days before your roadshow starts. This isn’t optional; it’s an SEC requirement.
FINRA Review: Before the deal can be priced, your underwriters must file the required underwriting terms and compensation information with FINRA and receive a “no objections” opinion on the proposed underwriting terms and arrangements
Week 16: Closing Bell
Before your shares can begin trading, you must complete the exchange-listing process, including filing Form 8-A to register your securities under the Exchange Act. The Form 8-A is coordinated with the effectiveness of your S-1, which registers the offering. Once the required registrations are effective and the exchange listing is complete, your shares can begin trading. Your ongoing reporting obligations as a public company begin immediately thereafter. Throughout all 16 weeks, your company, underwriters, counsel, and auditors move forward at the same time.
Who’s in the Room: The Deal Team, Explained
A first-time issuer often pictures this as “my company versus the SEC.” A full team works the deal, and each player has a distinct job.
| Role | What They Do |
| Company Management | Owns the business story, the numbers, and every disclosure decision. You’re in every drafting session. |
| Underwriters (Investment Banks) | Buy your shares and resell them to investors. They advise you on pricing, timing, and which investors to target. |
| Issuer’s Counsel | Your lawyers. They draft the S-1 with you, manage the SEC comment process, and protect your interests in every negotiation. |
| Underwriters’ Counsel | The banks’ lawyers. They run their own diligence to protect the underwriters and negotiate the underwriting agreement with your counsel. |
| Auditors | Independent accountants. They audit your financial statements and issue comfort letters that give underwriters assurance on your numbers. |
| Consultants and Advisors | Support specific workstreams: investor relations, valuation, industry-specific compliance depending on your deal. |
The relationship first-timers most often misread: Issuer’s Counsel and Underwriters’ Counsel are both lawyers reading the same document, but they represent different clients with different interests. They can disagree on what to disclose and how much detail to include. Understanding that upfront saves confusion during drafting.
Key Terms Every First-Time Issuer Should Know
| Term | What It Means |
| S-1 | The default SEC registration statement for a US company’s IPO, follow-on offering, or resale. |
| F-1 | The S-1 equivalent for foreign private issuers listing on a US exchange. |
| DRS | Draft Registration Statement your confidential, non-public draft submitted for SEC staff review. |
| iXBRL | Inline XBRL — machine-readable tagging of financial statement data, mandatory in periodic reports. |
| Section 11 | The Securities Act provision creating liability for material misstatements or omissions in your registration statement. |
| Comfort Letter | A letter from your auditors giving underwriters assurance on the financial data in your registration statement. |
| Tie-Out | The process of reconciling every number in your filing back to its source in your books and records. |
| Roadshow | Investor presentations held after your public filing, before pricing and effectiveness. |
| SPAC | Special Purpose Acquisition Company a shell company that IPOs via Form S-1 to later merge with a private target. |
| De-SPAC | The merger that takes a SPAC’s target company public, filed on Form S-4 or a proxy statement not Form S-1. |
| Lock-Up Period | A window (typically 90–180 days post-listing) during which insiders and early investors are contractually barred from selling shares. |
| Green Shoe / Over-Allotment Option | An option allowing underwriters to purchase additional shares to cover over-allotments and support orderly trading after an IPO. |
| PCAOB | The Public Company Accounting Oversight Board sets the audit standards your financial statements must meet before filing. |
Your Next Steps
If your IPO is on the horizon, act on these now:
- Assemble your deal team 9–12 months out: lead underwriter, issuer’s counsel, and auditors first.
- Get two years of audited financials ready if you qualify as an Emerging Growth Company (EGC), or three years otherwise; financials must be prepared to PCAOB standards.
- Clean up governance now: diligence teams scrutinize board composition, related-party transactions, and internal controls.
- Decide on a confidential submission early if you qualify. It keeps sensitive information out of public view as you address SEC comments.
- Select your exchange and reserve your ticker symbol NYSE or Nasdaq, decided well before your roadshow.
- Set up your disclosure management workflow before drafting starts, not after your first version-control scare.
- Prepare your CEO and CFO for the roadshow. Investor readiness is about communication and numbers.
Life After Listing
The closing bell isn’t the finish line; it’s the start of a new, permanent set of obligations:
- Recurring SEC reporting. Your first 10-Q, 10-K, or 20-F is due on a fixed schedule, and iXBRL tagging becomes mandatory.
- SOX compliance. You’ll need internal controls over financial reporting that can withstand ongoing auditor and regulatory scrutiny.
- Follow-on offerings. Many companies raise funds again within a year or two of listing. The same disclosure discipline applies, but on a shorter timeline.
Going public will always carry real complexity that comes with raising money from the public markets. But the complexity is entirely manageable once you know the roadmap, the roles, and the terms. Now you do.
