strategy
When the Listing Pulls: A Pre-IPO Investor's Exit Playbook
When a planned IPO is withdrawn — due to market conditions, regulatory issues, or company-specific problems — pre-IPO investors face a constraine.
11 min read
The 18 Months Before the Bell
Strategy notes for Pre-IPO investors and operators
A research platform on cap table cleanup, late-stage valuation, mezzanine financing and cornerstone allocation — the work that determines whether a listing prices, lists and trades.
Latest Research
mezzanine
Bridge Loans in the Final Six Months Before IPO
Bridge loans — short-term debt financing provided by existing investors or banks to fund operations in the final months before IPO — are a common.
11 min read
strategy
The 'Quiet Period' Trap: Marketing Restrictions Pre-Listing
The period between engaging sponsors and the publication of the post-hearing prospectus is subject to strict restrictions on publicity and market.
11 min read
strategy
VIE Structures Under the 2023 China Overseas Listing Filing Regime
The China Securities Regulatory Commission (CSRC) 'Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companie.
11 min read
due-diligence
Pre-IPO Due Diligence: The Legal, Financial and Commercial Trifecta
Pre-IPO sponsor due diligence operates on three parallel tracks, and the sponsor's liability under SFC Code of Conduct Paragraph 17 means that ga.
11 min read
strategy
Pre-IPO Restructuring: Onshore-Offshore Holdco Setup for China Issuers
The standard legal structure for a China-domiciled company listing in Hong Kong involves a two-tier holding company arrangement: an offshore hold.
11 min read
due-diligence
Related-Party Transactions: What Will the Sponsor Make You Unwind
The sponsor's due diligence on related-party transactions is the most common source of pre-IPO restructuring requirements.
11 min read
funds
SoftBank Vision Fund's Pre-IPO Playbook: Hong Kong Edition
SoftBank's Vision Fund has deployed more capital into pre-IPO rounds of companies that subsequently listed in Hong Kong than any other single pri.
11 min read
cornerstone
Sovereign Wealth Funds as Pre-IPO Cornerstones
Sovereign wealth funds — particularly GIC (Singapore), Temasek (Singapore), Abu Dhabi Investment Authority, and Qatar Investment Authority — are .
11 min read
funds
Tiger Global, Coatue, GIC: How Crossover Funds Approach Hong Kong
Crossover funds — investors that deploy capital across both private and public markets — have become dominant participants in Hong Kong pre-IPO r.
11 min read
valuation
The Down-Round Pre-IPO: How to Salvage a Listing in a Weak Market
A pre-IPO company whose last private round valued it above what public markets will support faces three strategic options, none of them pleasant.
11 min read
cap-table
Pre-IPO ESOP Refreshes: Sizing, Vesting and Lock-up Implications
The pre-IPO ESOP refresh — creating a new share pool for post-listing employee grants — is a critical compensation planning exercise.
11 min read
cornerstone
Cornerstone Investors in Hong Kong: Lock-up, Disclosure and Cost
The cornerstone investor model — where institutional investors commit to subscribing for shares at the IPO price before bookbuilding — is more de.
11 min read
valuation
Late-Stage Valuation Methods: DCF vs Comparable vs Last Round Mark
Late-stage private company valuation involves reconciling three often-conflicting reference points.
11 min read
mezzanine
The Mezzanine Round: When and How to Structure It
The mezzanine round — the final private funding round before IPO — serves three functions: providing bridge capital to fund operations until IPO .
11 min read
cap-table
Pre-IPO Secondary Sales: Why Some Founders Take Money Off the Table
Pre-IPO secondary sales — where founders sell a portion of their shares to new investors before the IPO — have become increasingly common in Asia.
11 min read
cap-table
Convertible Notes and SAFE Conversion at IPO Pricing
Convertible notes and SAFEs (Simple Agreements for Future Equity) must be resolved before or at IPO.
11 min read
cap-table
Down Rounds and Anti-Dilution Adjustments at the Pre-IPO Stage
Companies that raised capital at peak valuations in 2021-2022 and are now pursuing IPOs at lower valuations face a complex anti-dilution calculus.
11 min read
cap-table
Cap Table Cleanup Before an IPO: Founder Shares, ESOP, Warrants
The cap table that served a startup through its venture rounds is rarely fit for public-market scrutiny.
11 min read
strategy
The Pre-IPO Window: Why the 18-Month Mark Matters
The 18 months before a planned IPO filing represent the period during which the majority of shareholder value outcomes are determined.
11 min read