➥Public-company discipline-right-sized for small businesses ➥

PBM guides private companies toward U.S. public-market readiness—helping founders organize governance, controls, disclosures, and execution so the listing workstreams move efficiently and transparently. We’re advisory-only: we coordinate with your SEC counsel, PCAOB auditor, transfer agent, underwriter of record, and IR partners to keep the process on track.

 

What “Going Public” Can Mean (Paths We Support)

◉ IPO (S-1 / F-1): Traditional underwritten offering; highest diligence and credibility.

◉ Reverse Takeover (RTO/Reverse Merger): Combine with a public shell; fast calendar but requires strong disclosure and internal controls.

◉ SPAC Business Combination: Merge with a SPAC; heavy focus on projections, KPIs, and readiness.

◉ Direct/Alternative Offerings: DPO, Reg A/A+ or other small-issuer alternatives—evaluated with licensed counsel.

◉ OTC Quotation: Public reporting with trading on OTC markets (not a national exchange), often used as a stepping stone.

💧We help you compare paths by cost, speed, disclosure burden, internal-control maturity, investor expectations, and post-listing obligations.

 

PBM’s Role (Advisory Only)

◉ Program Management: Charter, timeline, RACI, risk log, and vendor coordination (counsel, auditor, transfer agent, IR).

◉ Governance & Controls: Board/committee charters, Code of Ethics, related-party policy; COSO-powered “SOX-Lite” controls; disclosure controls & procedures (DC&P-lite).

◉ Disclosure Readiness: Responsibility matrix, drafting calendar, source-of-truth data map for MD&A and KPIs.

◉ Financial & Cap Table Hygiene: As-converted cap table (FDSC), option plan policy, related-party register, tie-outs and evidence index.

◉ Data Room & PBC Index: Audit-ready folder structure with cross-references to statements, footnotes, and exhibits.

◉ Execution Support: SEC comment-response tracking, board/committee cadence, certs/sign-offs, training.

💧PBM is not a law firm, CPA firm, or broker-dealer. We do not underwrite, solicit, or place securities, and we do not handle client funds.

 

PBM SEC-Ready Starter Pack™ (Included Deliverables)

◉ Planning Templates: S-1/F-1 outline checklist; drafting responsibility matrix; disclosure calendar; comment log.

◉ Board Resolutions & Governance Kit: Board & committee charters; policies (Code of Ethics, related-party, disclosure); insider-trading & blackout policy (if applicable).

◉ Cap-Table Basics: As-converted waterfall, option pool strategy, instrument inventory, related-party mapping.

◉ COSO-Lite Materials: Close calendar (10-day standard), JE & reconciliation policies, RCMs (O2C/P2P/Payroll/Inventory/Treasury), sub-certifications, evidence index.

◉ Data Room Index: Corporate, financial, tax, legal/IP, HR, and operations with tie-outs to statements and MD&A sources.

 

IPO / F-1 (S-1) Workstreams We Organize

⭕ Legal & Disclosure (with outside counsel)

◉ Prospectus sections (Business, Risk Factors, MD&A, Exec Comp, Related-Party, Cap Table, Use of Proceeds)

◉ Exhibits & contracts inventory; affiliate/insider tracking; Reg FD & quiet-period practices

 

⭕  Audit & Financial Reporting (with PCAOB auditor)

◉ Historical financials, pro formas (if needed), revenue memos, inventory/cost accounting support

◉ ICFR/DC&P-lite cadence; evidence trails; PBC coordination

 

⭕  Governance & Control Uplift

◉ Board/committee formation; calendar; minute templates; board packs

◉ COSO-Lite controls sized for a small team; deficiency remediation tracker

 

⭕ Operations & KPIs

◉ KPI definitions and MD&A data map; reconciliation to system reports

◉ Variance analysis and disclosure-quality management reporting

 

RTO / SPAC / Alternatives: Fit & Watch-Outs

🔵 RTO/Reverse Merger (with outside counsel): Shell diligence, “super 8-K” or equivalent filing, post-merger governance and control uplift, investor communications, and exchange uplisting planning. 

🔵 SPAC (with outside counsel): Readiness for projections and KPI scrutiny; auditor coordination; PIPE/earn-out mechanics (with counsel and bankers); IR playbook. 

🔵 DPO/Reg A (with outside counsel): Investor-relations intensity; transfer agent and market-maker coordination; ongoing reporting obligations and liquidity expectations.

🔵 OTC Markets Listing (with outside counsel): OTC Markets listing is a faster, more cost-predictable way to establish public trading and disclosure discipline. 

💧PBM provides comparison memos and a recommendation grounded in cost, disclosure, listing outcomes, and team capacity.