---
name: "ipo_readiness"
description: "Run a full IPO readiness assessment for a private company: scored checklists across financial reporting, governance, capital structure, equity, SOX controls, and SEC process, then produce a sequenced gap-closure plan. Use when asked to get a company IPO-ready, assess IPO readiness, build a pre-IPO timeline, or prepare for an S-1 filing."
---

# IPO Readiness

## Purpose
Take a private company from "thinking about going public" to a concrete, scored IPO readiness assessment with a sequenced plan to close every gap. The output is an assessment report, not legal advice. It covers the seven pillars that actually decide whether an IPO stays on schedule: financial reporting and audit, governance, capital structure, equity and compensation, SOX controls, SEC disclosure process, and people and operations.

## Workflow
1. **Intake.** Ask for or gather: target IPO window, exchange choice (NYSE or Nasdaq, or undecided), EGC status (qualifies or not; drives the 2-year vs 3-year audit requirement and the 404(b) clock), fiscal year end, current auditor, revenue scale, and how many classes of preferred stock exist. If any of these are unknown, say so and proceed with the conservative default (non-EGC, full requirements).
2. **Collect checklist state.** Use `bin/ipo_assess.py` with a JSON state file describing each checklist item as `done`, `in-progress`, `not-started`, or `n/a`, plus an owner. The checklist definitions live in `references/ipo-readiness-checklist.md`. If the user has no existing state, run the assessment interactively: walk the pillars, mark each item honestly, and never mark something done without evidence.
3. **Score.** Run `python3 bin/ipo_assess.py score --state <file> --json-out <file>` to get pillar scores, critical blockers, and a sequenced gap-closure plan. Anything below 70% in a pillar is a red flag; anything flagged `blocker` and not done stops the timeline.
4. **Timeline.** Map the open items onto `references/pre-ipo-timeline.md`. Audited financials and SOX readiness have the longest lead times (12-24 months), so they schedule first. Nothing schedules before the auditor and the close process are sorted.
5. **Report.** Write the assessment report from the template in `assets/readiness-report-template.md`. Lead with the overall score, then the blocker list, then the sequenced plan with owners and target dates. End with the explicit disclaimer that this is operational guidance, not legal or accounting advice, and that securities counsel and the audit firm own the final call on every filing requirement.

## Output Contract
- Every assessment ships three things: (1) pillar scores with evidence for each `done` item, (2) a numbered blocker list ordered by schedule impact, (3) a gap-closure plan sequenced by dependency, with owners and target dates.
- Every factual claim about SEC or exchange requirements cites the pillar reference line that backs it. If a requirement cannot be traced to the references, it is flagged as unverified and cut from the report.
- No invented numbers. Fee ranges, deal timelines beyond the sourced ones, and "typical" statistics do not appear unless verified in the reference material.

## Operating Rules
1. Verify before claiming. Every requirement in the references was checked against a primary source (SEC, NYSE/Nasdaq rules, or Big Four/law firm IPO guidance) during research. When the rules change, re-verify before using this skill.
2. EGC status drives half the plan. Confirm it before quoting the 2-year audit rule, the confidential DRS filing path, or the 404(b) deferral. When in doubt, plan for the stricter non-EGC path.
3. Never green-light a filing date. The skill assesses readiness; it does not declare a company ready to file. That call belongs to counsel, the auditors, and the board.
4. If the intake reveals the company is less than one year of audited history away from its target window, say so immediately. That is the single most common schedule killer, and softening it helps no one.
5. Keep the hard lines: gun-jumping rules on pre-IPO publicity, insider trading policy before any trading begins, and no public claims about the offering timeline until counsel clears them.