2.12 IPO/Initial Registration Statements
This Roadmap does not reflect updates to the FRM made
after May 2025. See Preface for details.
Unique reporting questions may arise in situations in which
financial statements of acquirees are required in an initial registration statement.
Since a company filing an initial registration statement has not previously filed
any financial statements with the public, it may find certain parts of Rule 3-05 for acquired
businesses difficult to apply.
Specific reporting considerations to be aware of in these situations may include, but
are not limited to:
- The length of the grace period between the date of the acquisition and the date the acquiree financial statements are required to be included in the registration statement.
- The aggregation of probable and consummated acquisitions when significance is assessed.
- Financial statements that are used to measure significance.
- Periods for which pre-acquisition financial statements are required by Rule 3-05.
- The conditions for omitting a balance sheet for a significant business acquisition.
- The conditions for omitting financial statements of acquired entities from draft registration statements.
- Rule 3-13 waiver requests to omit or substitute certain filing requirements.
Registrants should review the guidance on each of these items in Deloitte’s Roadmap
Initial Public Offerings and
consider consulting with their auditors and SEC legal counsel to determine the
appropriate SEC reporting requirements.