IPOs & Public Markets

Going public is a legal process as much as a financial event. This course walks through the main routes to the U.S. public markets (the underwritten IPO, the direct listing, the SPAC merger, and Regulation A Tier 2), the mechanics of the registration statement and SEC review, the communication rules that govern testing the waters and the roadshow, and the ongoing obligations of an Exchange Act reporting company. It closes with a sourced look at market conditions as of autumn 2026, including the Q3 2026 PitchBook-NVCA Venture Monitor, SEC market statistics, the Federal Reserve's October 2026 policy statement, and the SEC's 2026 rule proposals aimed at making public markets more attractive. Every rule is described as either final or proposed, with dates, so readers can tell settled law from pending change. The material is educational only and is not legal, tax, or investment advice.

What you’ll learn

• Compare the underwritten IPO, direct listing, de-SPAC transaction, and Regulation A Tier 2 offering as routes to public capital
• Trace a registered IPO from confidential draft submission through SEC comments, pricing, stabilization, and lock-up expiry
• Explain what Rule 163B and Section 5(d) permit when testing the waters, and the liability that still attaches
• Describe the core reporting, disclosure, and insider-trading obligations of a newly public company, and distinguish 2026 SEC proposals from final rules
• Read current IPO-market data critically, including differences between datasets and the role of interest rates