IPO and S-1 audits
We audit the financial statements that go into your Form S-1, under PCAOB standards and SEC independence rules for every period presented. Partner-led, bilingual teams deliver the audit, interim reviews, consents and comfort letters on a fixed fee.
This service is for companies preparing a registration statement on Form S-1 for an initial public offering, a self-underwritten offering, a resale registration or a direct listing. The typical client is a smaller company that has never filed with the SEC. It may have U.S. operations, or it may be a Latin American group with a U.S. holding company.
If you plan to go public by acquiring a shell instead, see our reverse merger audit service. If you plan an exempt offering, see our Regulation A+ audit service.
A registration statement audit covers more than the year-end opinion. Every period in the S-1 must be audited under PCAOB standards by a PCAOB-registered firm. The SEC Financial Reporting Manual, Topic 4 says so for any entity that has filed an initial registration statement. It also says that statements audited by a firm that is not registered are treated as not audited.
Note: Under the SEC staff's expanded accommodations, any issuer may submit an IPO registration statement for nonpublic review, provided it files publicly at least 15 days before any road show. Under the FAST Act, an EGC may also omit financial information for periods it reasonably believes will not be required at the time of the offering. Direct listings still require an effective registration statement, so the same audit requirements apply.
Timing. For most smaller registrants, the financial statements must be updated with interim statements once the latest balance sheet is 135 days or more old at the expected effective date. Around fiscal year-end, a narrow exception sometimes lets a registrant use third-quarter statements until 90 days after year-end, but only if specific conditions are met. We plan the audit calendar backward from your target effective date. In May 2026 the SEC proposed changes to filer status and to the age-of-financial-statements rules (Releases 33-11419 and 33-11414). As of September 2026 they have not been adopted.
The timeline below is an illustration for a company with two years to audit and reasonably organized records. Your actual timeline is confirmed in your written proposal.
We run independence and conflict checks, review any predecessor audits, agree the periods to be audited, and sign the engagement letter with a fixed fee.
We walk through revenue, cash and period-end close, identify significant risks, and send a dated request list.
We test balances and transactions for each year presented, send confirmations, review subsequent events, and hold weekly status calls with management and counsel.
We review the financial statements and footnotes, complete the engagement quality review, and discuss the audit with the audit committee or board.
We issue the report and consent, support responses to SEC comments, perform interim reviews, and issue comfort letters if an underwriter is involved.
We quote a fixed fee in writing before fieldwork starts. The main factors are:
For how we build a quote, see how we price. For market context, see our article on PCAOB audit costs for small public companies.
SESGLO is the PCAOB audit practice of Asesoria Global (PCAOB Firm ID 7184). You can check our registration yourself; our guide on verifying a PCAOB-registered auditor explains how.
The signing partner is involved from planning through issuance of the report, the consents and any comfort letter.
Our teams work in English and Spanish, which helps Latin American issuers whose records and management are in Spanish.
Your proposal includes the scope, a week-by-week timeline and a fixed fee. We reply to proposal requests within one business day.
Write to info@sesglo.com with your target filing date and the periods to be audited, or use our contact page.
FAQ
An emerging growth company may present two years of audited financial statements in its initial public offering of common equity, under Section 7(a)(2)(A) of the Securities Act. A smaller reporting company may also present two years under Article 8 of Regulation S-X. Other registrants generally follow Rules 3-01 and 3-02, which call for balance sheets for two year-ends and income and cash flow statements for three years.
The definition in Securities Act Rule 405 uses total annual gross revenues of less than $1,235,000,000 in the most recently completed fiscal year. The figure is indexed to inflation and was last adjusted by the SEC in 2022. EGC status can also end earlier, for example five years after the IPO, on becoming a large accelerated filer, or after issuing more than $1 billion of non-convertible debt in three years.
Usually not as they stand. For an initial registration statement, the SEC staff expects the auditor to be PCAOB-registered and the report to refer to PCAOB standards, and the auditor must be independent under SEC and PCAOB rules for every period it reports on. In most cases those periods are audited again. We confirm the approach during acceptance, before any fieldwork is priced.
Yes. Under the SEC staff's expanded accommodations, any issuer may submit a draft registration statement for nonpublic review for an IPO, provided the registration statement and drafts are filed publicly at least 15 days before any road show, or before the requested effective date if there is no road show. The audited financial statements still need to be complete and current by the public filing.
For most smaller registrants, Rules 3-12 and 8-08 of Regulation S-X require an update with interim financial statements once the latest balance sheet is 135 days or more old at the expected effective date. Around fiscal year-end, a registrant may sometimes use third-quarter data until 90 days after year-end, but only if specific conditions are met. Your securities counsel confirms the dates that apply.
Comfort letters are requested by underwriters, not required by the SEC. If an underwriter is involved, it will normally ask the auditor for one under PCAOB AS 6101, covering independence, compliance with SEC accounting requirements and negative assurance on changes after the latest reviewed period. Self-underwritten offerings and most direct listings typically do not involve one.
In May 2026 the SEC proposed rules that would extend scaled accommodations to more companies and allow semiannual reporting. As of September 2026 they remain proposals. We plan engagements under the rules in force and flag any change once the SEC adopts final rules.
Keep reading
A registration number is the starting point, not the answer. This guide shows CFOs and audit committees how to use the PCAOB's own public databases and SEC EDGAR to check a prospective audit firm before signing an engagement letter.
There is no single price for a PCAOB audit. This guide explains what actually moves the fee, what a fixed-fee proposal should include, and how to benchmark what comparable companies pay using their own SEC filings.
