Initial public offering (IPO) markets are notoriously sensitive to macroeconomic trends and public policy — both of which have become difficult to predict. However, our most successful IPO candidates have recognized the same critical truth — while you cannot control the market, you can control your readiness. The most successful IPO candidates recognize that preparation is not just about checking regulatory boxes — it is about building a public-company operating model that can withstand market scrutiny from day one and deliver on promises for years to come.
This article outlines a comprehensive framework for IPO readiness — covering everything from strategic alignment and leadership commitment to financial infrastructure and investor relations. By focusing on these critical pillars now, forward-thinking companies can transform market uncertainty into strategic advantage when their IPO window opens.
Market Context: Navigating Uncertainty With Preparation
The IPO landscape is showing signs of life after a prolonged drought. With 90 IPOs filed as of May 19, 2025 — an 18.4% increase over the same period last year — momentum appears to be building.¹ This resurgence has been fueled by improving investor sentiment and expectations of a more accommodative monetary policy environment.
Yet headwinds remain. Recent shifts in U.S. trade policy have intensified inflationary pressures, creating broader market uncertainty. The Federal Reserve has accordingly adopted a more conservative stance on interest rate reductions. Where markets previously anticipated multiple rate cuts in 2025, Atlanta Fed President Raphael Bostic now projects just a single cut, pointing to "persistent inflation and policy-related volatility."²
Meanwhile, private equity dynamics remain in flux. Global dry powder has moderated from its 2023 peak of $2.66 trillion to $2.51 trillion by the end of 2024³ — still representing substantial capital awaiting deployment. As investment horizons mature and liquidity demands intensify, we anticipate selective IPO opportunities for well-positioned companies with compelling fundamentals and clear growth narratives.
The key takeaway: while market timing remains outside your control, your state of readiness is entirely within it. Companies that invest now in building robust public company capabilities will be positioned to move decisively when their window opens —transforming uncertainty from a threat into a strategic advantage.
Strategic Pillars of IPO Readiness
The journey to a successful IPO and sustainable public company performance requires excellence across three core dimensions:
1. Strategic Foundation — Is Your Organization Committed?
Deciding to take a company public is a monumental step. Before committing to the IPO journey, companies must examine their intentions, options, and appetite for transformation. This first pillar sets the strategic foundation for everything that follows.
Is IPO the Right Path for You? The first and foremost pillar of IPO readiness is the commitment to pursuing an IPO as a strategic goal. Going public transforms how a company operates, communicates, and engages with stakeholders. While it offers potential benefits like capital access, visibility, and shareholder liquidity, it also demands an all-hands-on-deck effort across the entire organization. The IPO process quickly becomes a full court press, consuming executive bandwidth and requiring most other strategic initiatives to pause. It introduces a new level of transparency and accountability that tests both cultural adaptability and operational rigor. Before committing, executives must assess whether their leadership team is aligned, whether their organization is prepared to tell its story under the spotlight, and whether the long-term benefits of going public justify the disruption and intensity of the journey.
Is Your Company's Culture Ready? The process of preparing for an IPO is labor-intensive and can stretch the organization's bandwidth. It requires a deep commitment to transparency, governance, and operational excellence, as well as the ability to manage the pressures of public market expectations. Executives should consider the long-term implications of this decision, including the impact on company culture, employee morale, and stakeholder relationships. The commitment to going public should align with the company's vision and strategic objectives, ensuring the leadership team is fully invested in the journey ahead.
Choose Your Route Before You Start Driving. In addition to deciding whether to pursue an IPO, executives must also consider the route they will take to go public. Companies can choose between a traditional IPO — which typically involves hiring investment bankers to underwrite the offering — or a direct listing, where the company goes public without the assistance of underwriters. Each route has its advantages and disadvantages. A traditional IPO can provide valuable guidance and support from experienced bankers, as well as help in pricing the shares and generating investor interest. However, it often comes with higher costs and more extensive regulatory requirements. On the other hand, a direct listing can save on underwriting fees and allow existing shareholders to sell their shares directly, but it requires the company to have a strong brand and investor interest already established.
The Jumpstart Our Business Startups (JOBS) Act also plays a significant role in shaping the IPO landscape, particularly for emerging growth companies (EGCs). Enacted in 2012, the JOBS Act provides several provisions that can streamline the IPO process for companies with less than $1.07 billion in annual revenue. EGCs benefit from reduced regulatory burdens, such as a phased-in approach to compliance with certain Sarbanes-Oxley provisions and the ability to submit draft registration statements for confidential Securities and Exchange Commission (SEC) review. Understanding the implications of the JOBS Act can help executives determine the most suitable path for their IPO and assess whether they qualify for its benefits.
Deciding to go public is not just a financial transaction — it is a cultural and strategic transformation. Clarifying your motivations and understanding the options available early on helps ensure that if and when you pursue an IPO, you do it on your terms and with a clear roadmap.
Self-Check:
Are we truly committed to pursuing an IPO as a strategic goal? Have we evaluated the long-term benefits and challenges of going public, and are we ready to make this commitment?
What are our motivations for going public? Are we seeking capital for growth, increased visibility, or liquidity for shareholders, and do these motivations align with our overall business strategy?
Do we understand the resource implications of preparing for an IPO? Are we prepared to allocate the necessary time, financial resources, and personnel to navigate the IPO process effectively?
How will going public impact our company culture? Are we ready to embrace the changes in governance, transparency, and accountability that come with being a public company?
Have we fully assessed our public company obligations? Do we have a clear understanding of not just initial requirements but the ongoing regulatory, reporting, and investor relations demands?
What route will we take to go public? Should we pursue a traditional IPO with investment bankers or consider a direct listing, and what are the implications of each option for our company?
How does the JOBS Act influence our decision? Do we qualify as an emerging growth company, and how can the provisions of the JOBS Act streamline our IPO process?
Has our Board been properly prepared? Are directors experienced with public company governance, and do we have the right committee structures in place?
2. Execution Readiness — Are You Building the Right Capabilities?
The 12 to 18 months before an IPO are critical for building capabilities that will not only get you to market but sustain performance afterward. This pillar focuses on the nuts-and-bolts preparation that determines IPO viability.
Are Your Fundamentals Right? Compliance with the Sarbanes-Oxley Act (SOX) is non-negotiable for public companies. Establishing internal controls and certification processes early can prevent costly delays and enhance investor confidence. This aspect of IPO readiness typically requires 18 to 24 months of preparation, making it one of the longest lead-time initiatives. A formal SOX readiness assessment helps identify key control gaps and create a roadmap to compliance. Companies should establish a clear path to SOX 404 compliance, with documented and tested controls that can withstand auditor and investor scrutiny. IT general controls and access management protocols must be audit-ready, and an independent internal audit function should be established and adequately resourced. Starting SOX compliance too late is a common and costly mistake. Early investment in control documentation, testing, and IT readiness not only avoids delays but signals governance maturity to the market.
The Data Room is the Foundation of Diligence and Execution. An organized data room is essential for diligence and execution, signaling operational maturity and facilitating a smooth IPO process. While data room management is an ongoing task, it requires intensive focus three to six months before the IPO. Companies should ensure that their data room is populated, organized, and ready for external diligence at any moment. Conducting an internal audit of the data room helps ensure completeness and consistency across documents. The capitalization table must be fully reconciled and supported by underlying documentation. Aligning the data room structure with the S-1 drafting process reduces redundancy and improves workflow efficiency. Disorganized document management can lead to inconsistent disclosures, while poor coordination between legal and finance teams can hamper effective data room management.
Do Not Overlook Your Capital Structure. Many companies take the opportunity to restructure their debt before going public to optimize their balance sheets. This process typically occurs three to six months prior to the IPO and involves understanding the impact on credit ratings and coordinating legal closures. Chief financial officers (CFOs) should assess whether their capital structure is IPO-ready or requires strategic refinancing. Stress-testing cash flows is crucial to ensure the company can service its debt under various IPO timing scenarios. Additionally, understanding how potential investors will view leverage ratios relative to industry peers is critical for effective capital structure planning. Companies that overlook restrictive covenants or fail to consider how their debt structure impacts their equity story may face challenges during the IPO process.
Getting Ready for Your Market Debut. The S-1 registration statement serves as a company's formal introduction to the public markets. This document must accurately reflect the business and withstand the scrutiny of the SEC. The process typically begins six to nine months before the targeted IPO date and requires tight collaboration among various teams. Companies must draft the Management's Discussion and Analysis (MD&A) and assemble pro forma financials with precision. Key business and risk disclosures need careful drafting and legal coordination to ensure compliance with public company expectations. The iterative SEC comment process that follows the initial submission can be time-consuming, and many organizations underestimate the intensity of this phase. Insufficient attention to risk factors, forward-looking statements, or incomplete disclosures can attract unwanted scrutiny, making it essential to start early and establish a strong cross-functional team.
Every element of IPO readiness builds toward a successful day one debut, but it is the companies that lay the groundwork early — across controls, disclosures, capital structure, and cross-functional coordination — that earn the confidence to cross the finish line and ring the bell.
Building IPO readiness is like training for a marathon — you can not cram or cut corners. The companies that invest early in building foundational capabilities do not just make it to the starting line — they are prepared to run the full course as a public company.
Self-Check:
Are we prepared to draft a comprehensive S-1 registration statement? Do we have the necessary resources and expertise to accurately reflect our business and withstand SEC scrutiny?
Have we allocated sufficient time for the SEC review process? Are we prepared for the iterative comment process that follows our initial submission?
Is our capital structure optimized for an IPO? Have we evaluated our debt and considered refinancing options to ensure we present a strong balance sheet to investors?
Is our data room organized and ready for external diligence? Have we conducted an internal audit to ensure completeness and consistency across all documents?
Are we compliant with Sarbanes-Oxley requirements? Have we established the necessary internal controls and documentation to meet SOX compliance ahead of the IPO?
Have we identified and addressed any potential risks in our disclosures? Are we confident that our risk factors and forward-looking statements are complete and accurately reflect our business?
Have we established a cross-functional IPO readiness team? Do we have the right governance structure and workflows to coordinate legal, finance, human resources, information technology, and communications workstreams?
Is our technology infrastructure ready for public company demands? Have we evaluated our systems for financial reporting, investor relations, and regulatory compliance?
3. Public Company Excellence — Can You Deliver Under Scrutiny?
Successfully transitioning to life as a public company demands more than a strong IPO debut. From day two onward, your company's value will be determined by how well you deliver on promises made during your IPO. This pillar focuses on establishing the operational discipline needed to meet and exceed market expectations quarter after quarter.
Are Your Fundamentals Right On-Time, Every Time?
Public company success depends on maintaining consistently high standards of financial integrity and operational execution. Beyond the IPO audit, companies must establish and adhere to a disciplined close schedule, produce timely and accurate quarterly and annual reports, and ensure seamless collaboration between controllership, tax, and finance teams. Financial statements should be consistently segmented and reconciled to support MD&A narratives and align with investor expectations. They must also stay ahead of evolving accounting guidance, keep documentation current for complex topics like revenue recognition and stock-based compensation, and foster a culture of compliance and adaptability. A strong financial foundation is not just a requirement — it is a reputation-builder for the public markets.
Are you able to make and keep promises? Once public, a company's forecast becomes its promise — and breaking that promise has consequences. Financial planning and analysis (FP&A) must run a tightly governed planning process, integrating input from across the business and aligning with market-facing key performance indicators (KPIs) that are clearly defined, consistently applied, and bench-marked against peers. Investor Relations should turn that data into a transparent, compelling narrative that reinforces strategy, performance, and differentiation. When these functions operate in sync, companies can set realistic expectations — and meet them with confidence.
Are you capital disciplined? A public company must manage investor expectations around cash, debt, and capital access with precision. Treasury maturity is essential — not only to ensure resilience under market scrutiny but also to enable growth through disciplined capital allocation. Companies should develop robust liquidity strategies, implement advanced cash forecasting tools, and model various capital structure scenarios to optimize the cost of capital. It is equally important to identify and address restrictive covenants that could limit flexibility post-IPO, and to establish the right banking relationships early. Companies that overlook these areas often face operational constraints and credibility challenges in the public markets. A well-prepared treasury function supports confident investor messaging and a more stable post-IPO trajectory.
Is your board IPO-ready? Public company governance demands directors with specific expertise and experience navigating investor scrutiny. Beyond meeting listing requirements, boards need robust structures for audit, compensation, and nominating/governance functions. Directors must be prepared to oversee risk management and strategic execution while navigating complex regulatory and disclosure obligations. Companies that invest in board composition and governance frameworks early establish credibility with investors and lay the groundwork for effective oversight post-IPO.
Taken together, these capabilities determine whether companies can survive — and thrive — beyond day two. Remember: the market does not just reward companies for going public; it rewards companies that consistently meet or exceed the promises they make when going public. Building a public company operating model is not a one-time event; it is an ongoing commitment to operational excellence under intense scrutiny.
Self-Check:
Do we have audit-ready financials? Are our three years of PCAOB-audited statements complete, with all prior deficiencies addressed and segmentation clearly aligned to our business narrative?
Is our financial close process market-ready? Have we established a disciplined schedule with clear ownership, controls, and sufficient time for management review before public disclosure?
Is our treasury function sophisticated enough for public markets? Have we implemented robust cash management strategies, banking relationships, and capital market capabilities to support our growth plan?
Have we pressure-tested our capital plan? Are we confident our financing strategy can withstand different market scenarios while supporting our growth narrative?
Can we confidently issue and meet guidance? Have we established a forecasting process rigorous enough to set and meet market expectations consistently?
Are our KPIs investor-ready? Have we defined, validated, and bench-marked our metrics against public peers to ensure they will resonate with analysts?
Is our Investor Relations function established? Do we have the right team, tools, and messaging strategy to effectively communicate with the market from day one?
Have we prepared for our first earnings call? Have we practiced the messaging, Q&A, and disclosure protocols that will define market perception?
From Preparation to Opportunity: Your IPO Readiness Roadmap
While market conditions remain fluid, companies with a clear strategic vision and operational discipline will find selective opportunities in the coming 12 to 18 months. The most successful IPO candidates will not be those who perfectly time market conditions —they will be the ones who build sustainable public company capabilities regardless of when they ultimately list.
This is the moment to assess your readiness. Companies typically need 12 to 24 months to build true public company capabilities — from auditable financial systems and SOX-compliant controls to sophisticated forecasting and capital management. Starting early provides optionality, reduces risk, and increases confidence when your market window arrives.
An objective IPO readiness assessment delivers three critical benefits:
1. Gap identification across financial, operational, and governance dimensions
2. Prioritized remediation roadmap with clear ownership and timelines
3. Strategic insight into how private company strengths can translate to public market value
Most importantly, working with experienced advisors helps you identify blind spots and avoid costly pitfalls that can derail your IPO journey. With the right preparation, you can approach the public markets from a position of strength, ready to maximize value and minimize execution risk.
The companies that thrive in public markets are not just the ones with the best stories —they are the ones that deliver on their promises quarter after quarter. Start building those capabilities now, and you will be positioned to seize the opportunity when your moment arrives.
The Ankura Advantage — From IPO Prep to Ticker
At Ankura, we have guided dozens of companies through successful IPO journeys. Our Office of the CFO® practice brings together former public company CFOs, controllers, and finance leaders who understand what it takes to not just go public, but to thrive under market scrutiny.
Are You Ready to Rumble? The Ankura IPO Readiness Gap Diagnostic
Take the first step toward IPO readiness with our comprehensive diagnostic assessment. This intensive evaluation provides a clear picture of your current state and the path forward:
Speed to Ticker: Realistic timeline assessment based on your current capabilities
Critical Gaps: Detailed analysis across all three pillars of IPO readiness
Action Plan: Prioritized roadmap with clear ownership and execution milestones
Where gaps are identified, Ankura does not just deliver recommendations — we step into the breach. Our experienced professionals can augment your team at any level by providing interim leadership and hands-on support to drive completion, minimizing disruption of day-to-day operations. From SOX implementation to S-1 drafting, board preparation to investor relations, we deliver the specialized expertise needed to cross the finish line.
Footnotes
1. Renaissance Capital. 2025 IPO Market Stats.
2. Akin Gump. Private Equity Deal Activity Review & 2025 Outlook.
3. Federal Reserve Bank of Atlanta, Atlanta Fed President Discusses Recent FOMC Decision, Economic Outlook, March 25, 2025.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
