Northwind Data, Inc.

§ How to read this report Attention

This document is built to be read in one sitting by a CFO and a board, then handed to counsel and your audit partner. It moves in four arcs:

The INPUT→OUTPUT boxes

Every major section carries a dashed box like the one below. On the left is what you told us (your raw intake); on the right is what this section computed from it. This is your report; these boxes prove it.

Throughout, "the numbers tests" means the exchanges' quantitative initial-listing standards (market-value / income / equity / cash-flow / float / holder / price gates). Every exchange also applies qualitative judgment; only the exchange determines eligibility. See the glossary on page 68.

§ Readiness snapshot Attention

You're a $62M-revenue Series-C SaaS with a $620M expected listing market cap, cash-flow positive but not yet three-year-aggregate profitable, weighing a listing in 24 months. Here is the number nobody has put in front of your board: how ready you actually are, measured against the exchanges' own published gates.

We scored your exact profile against every US listing standard plus the KOSDAQ module. Here is where you land:

§ Four venues you already clear — and the one you're reaching for Attention

Most founders think "are we big enough to go public?" is a single yes/no. It isn't — each exchange publishes several alternative standards, and you only need to clear one. Here is which standard clears you on each venue, on your reported numbers.

The rest of Part 2 shows the per-metric arithmetic behind each of these lines, so your CFO can trace every pass and gap to the published rule. This page is the map; §1–§2 are the territory.

§ What we scored — your exact inputs Attention

Before you trust a single score, confirm we're working from your reality. Every number in this report derives from exactly these inputs — nothing else, no estimate we didn't tell you about.

Financial profile (self-reported)

Governance state (self-attested) & goals

Founder super-voting share class present (disclosure item, not a readiness deficit). If any figure above is wrong, your whole report shifts — reply with a correction and we re-run it.

§ The three gates between you and a filing Attention

Your numbers already clear a US main board. What actually stands between you and a filing is governance — and it's three specific, buildable items, not a vague "get ready."

§ The one sentence to remember Attention

Everything that follows supports that sentence with the arithmetic: §1–§2 prove the numbers gate on every venue; §3 turns the governance gaps into a dated plan; §4–§6 tell you which venue and path fit your story; Part 3 shows the before/after and the roadmap; Part 4 gives you the checklist and the scripts.

Read it in order the week before your next board or banker conversation, then hand Part 4 to your CFO and Part-4 handoff sheet to counsel and your audit partner.

§1 Gate analysis — Nasdaq Global Select Market Interest

Why this matters to you now: Global Select is the top Nasdaq tier — index eligibility, the brand growth companies reach for. You asked whether you can list there. This section shows exactly how close you are, metric by metric, against Nasdaq Listing Rule 5315.

Global Select publishes three financial standards for operating companies; you need to clear one in full (plus the liquidity gates). Because your three-year pre-tax income is negative, the Earnings Standard is out, so the engine evaluates you against the standard you're closest to: Capitalization with Revenue.

The engine always scores you against the alternative standard you're nearest to clearing — it never penalizes you for failing a standard you were never going to use.

Capitalization-with-Revenue standard — every metric, traced

This is the per-metric arithmetic. "You ÷ Required" is your ratio; ≥ 1.00 clears. A standard passes only if every metric clears — over-clearing one can't paper over a shortfall in another.

Quant score for this standard = average of each metric's ratio (capped at 1.00 per metric) × 100 = 88.4/100. Your liquidity is far past the line; only scale (cap + revenue) holds you back.

What would close the Global Select gap

Your two shortfalls are scale, and both move naturally as you grow — you don't need a governance or structural fix here, you need time or a re-rate.

Qualitative gates you must also meet (Global Select)

• ≥ 1,250,000 publicly-held (unaffiliated) shares at listing.
• PCAOB-audited financials; SEC-effective S-1/F-1 registration. (You have the audit.)
• Majority-independent board (you have this); fully independent audit committee (3+) (open gate — §3); comp & nominating committees (open — §3).
• Two years of audited financial statements. (You have this.)

Reading this gate honestly — what the score does and doesn't say

An 88.4 quant score is close, and it's tempting to read it as "almost eligible." It isn't — you're not eligible for Global Select until you clear both scale gates in full. The score measures distance, not a partial pass.

What the score does tell you: your public-market readiness is dominated by governance, not scale, and even your Global Select shortfall is the "good" kind — the kind growth fixes on its own. That is a fundamentally different position from a company that's short on float or holders, which requires deal structuring, not time.

§1 in one page

Next, §2 runs the same per-metric analysis on the three venues you do clear — Nasdaq Global Market, Nasdaq Capital Market, and NYSE — so you can pick your primary target with the arithmetic in hand.

§2 Gate analysis — the venues you clear today Interest

Why this matters to you now: §1 showed Global Select is a reach. This section proves the opposite for three venues you can list on now, on the numbers — Nasdaq Global Market, Nasdaq Capital Market, and NYSE. This is where your primary target actually lives.

For each venue below, the engine picks the alternative standard you clear most comfortably and shows every metric. All three come back at a perfect 100/100 quant score — meaning you're not near the line, you're well past it.

Nasdaq Global Market — Equity Standard, every metric

Nasdaq Listing Rule 5405, Standard 2 (Equity). You clear it with room on all four metrics.

Also requires a 2-year operating history (you have it) and ≥ 1,100,000 publicly-held shares at listing. Governance under Nasdaq's 5600 series — see §3 for your open committee gates.

NYSE — Global Market Capitalization Test, every metric

NYSE Listed Company Manual §102.01. Your negative three-year earnings rule out the Earnings Test, so you clear on the Global Market Capitalization Test — comfortably.

NYSE's governance framework (§303A) is the strictest of the US venues — majority-independent board plus fully independent audit, compensation, and nominating/governance committees. You have the board majority; the three committee/SOX gates in §3 apply here too, and NYSE holds them tightly.

Newly-public phase-in. Both NYSE (§303A.00) and Nasdaq give newly-listed companies a phase-in period to reach full board and committee independence — commonly one independent committee member at listing, a majority within 90 days, and full independence within one year of the effective date. That means some governance work can finish just after listing rather than fully before it. §3 still models these as gaps to close, because the SOX/ICFR lead time and director search have to start well ahead of filing regardless — but confirm the exact phase-in schedule you qualify for with counsel; it can pull real work off your pre-filing critical path.

Nasdaq Capital Market — Equity Standard (the floor)

Nasdaq Listing Rule 5505. The entry Nasdaq tier — you clear its Equity Standard by a wide margin. Shown for completeness; it's below where a $620M company would normally list.

Choosing among the venues you clear

When eligibility isn't the constraint, the decision is strategic. Here's the trade-off grid the engine's fit weighting draws on (§4 turns it into a score).

§2 in one page

You've now seen the full numbers picture: a reach tier (Global Select, §1) and three clearing venues (§2). The rest of Part 2 turns to the two things that actually decide your timeline — governance (§3) and which path & venue fit your story (§4–§6).

§3 Governance-readiness checklist Interest

Why this matters to you now: your numbers clear a US main board, so governance is your critical path. This section scores each public-company governance gate, shows what you've built and what's open, and turns the gaps into a plan.

One nuance on timing: NYSE and Nasdaq both grant newly-public companies a phase-in period (typically full committee independence within one year of listing), so not every gate below has to be fully closed before you file. The score treats them as open because SOX/ICFR and the director search still need to start early — but confirm your phase-in eligibility with counsel, since it can move some of this work to just after the listing.

The full checklist — every gate, weighted

Each row is a real listing / SEC governance requirement. The weight is its contribution to your 0–100 score; ✓ means built, OPEN means a gap.

A founder super-voting share class is present — a disclosure item (proxy / S-1 risk factor), not a readiness deficit, so it carries no weight here. Some indices restrict multi-class shares; flag it with counsel if index inclusion matters.

Open gate 1 — ICFR / SOX 404 readiness (14 pts)

The single most common cause of a slipped IPO. Internal control over financial reporting must be designed, documented, tested, and — after you're public — attested by management (and, once you lose emerging-growth-company relief, audited).

What "underway" looks like

• A documented risk-and-controls matrix over your material financial processes (revenue recognition, especially, for a SaaS company).
• A remediation backlog with owners and dates for control gaps found in a readiness assessment.
• A plan for the first management assessment on the public-company timetable.

Open gate 2 — fully independent audit committee (14 pts)

You have a majority-independent board, but the exchanges and Rule 10A-3 require a fully independent audit committee of at least three members, at least one of whom is a financial expert.

What's required

• 3+ members, all meeting the independence definition (no material relationship, not an affiliate, no consulting/advisory fees beyond board comp).
• An audit-committee charter meeting exchange requirements.
• At least one "audit committee financial expert" (disclosed).

Open gate 3 — compensation & nominating committees (10 pts)

Exchange governance rules require independent compensation and nominating/governance committees with charters. Lower urgency than the audit committee, but on the same critical path and drawing from the same independent-director pool.

• Compensation committee: independent members, charter, and (for say-on-pay readiness) a compensation consultant relationship.
• Nominating/governance committee: independent members, charter, board-refreshment and governance-policy ownership.

The compounding effect

Close all three and governance goes 62 → 100; blended overall readiness goes 78 → ~93. Critically, none of this depends on more revenue or a higher valuation — it's entirely within your control on an organizational timeline. That's the best kind of gap to have 18 months out.

§3 in one page

SOX is the binding lead time; the committees are a parallel director search. Fund both this quarter and governance is no longer your gate — which puts a filing squarely inside your 24-month window. Part 3's roadmap sequences all of this against your target.

§4 The venue-fit matrix Interest

Why this matters to you now: eligibility tells you where you can list; fit tells you where you should. This section blends quantitative closeness, outright eligibility, and strategic fit-to-story into a single ranked matrix for Northwind.

Fit score = quantitative closeness + an eligibility bonus + a transparent strategic weight (top US tiers get a bump for a $620M-scale company; a non-US venue like KOSDAQ is penalized because you have no Asia nexus). The full weighting is published on the methodology page — nothing here is a black box.

The matrix — all five venues, ranked

Four venues tie at the fit ceiling. The tie is real and honest: on the numbers and governance, Northwind is a strong fit for any US main venue, and only strategic factors (brand, peer set, index mechanics) separate them — which is a decision for your bankers, not an algorithm.

How the strategic weighting works (published, not black-box)

The fit score is deterministic and transparent. Here is every adjustment the engine applies:

For Northwind ($620M, no Asia nexus): NYSE and Global Select get +12 for scale; the non-US venue gets −30 for no nexus; the eligible venues each get the +12 eligibility bonus. Scores clamp to 0–100.

Sensitivity — how your fit shifts as you grow

Your matrix isn't static. As Northwind grows into the Global Select scale bar, its fit picture sharpens:

§4 in one page

Now that you know where you fit, §5 covers the mechanism — a traditional IPO vs a direct listing vs a SPAC vs a non-US venue — because how you go public matters as much as where. §6 then opens the non-US venue module for any reader with an Asia nexus.

§5 Listing-path overview — IPO / direct / SPAC / non-US Interest

Why this matters to you now: "going public" isn't one thing. The mechanism you choose changes your capital, your dilution, your timeline, and your risk. This is an educational overview of the four paths — trade-offs, not a recommendation of any one.

Traditional underwritten IPO

Direct listing

SPAC / de-SPAC merger

Non-US venue (e.g. KOSDAQ, HKEX, TSE)

This report's non-US figures are USD-equivalent restatements of published local-currency thresholds; verify the current rule and FX. An Asia-nexus company should read §6 next.

§5 in one page

The mechanism is a strategic choice you make with your underwriter and counsel; this section arms you to have that conversation. Next, §6 opens the non-US venue module in full — most relevant if you have Asian operations, an Asia-based founder, or an Asia growth story.

§6 The non-US venue module — for a company with an Asia nexus Interest

Why this matters to you now: Northwind has no Asia nexus, so a non-US venue like KOSDAQ ranks low for it. But this module is here because a large share of our readers do — Asian operations, an Asia-based founder, or an Asia growth story — and for them a home-market venue can be a materially easier and more strategic gate than a US main tier. It's built on first-hand execution of a non-US technology-special IPO.

KOSDAQ — the non-US venue used here as a worked example — publishes multiple listing tracks. The two most relevant to a growth-tech company are the general track (market-cap / equity based) and the technology-special (기술특례) track, which lets a pre-profit tech company list on the strength of an external technology evaluation in lieu of a profit requirement.

The two tracks — and how Northwind scores against them

USD-equivalent restatement of published local-currency (KRW) thresholds. Northwind clears both on the numbers — the question for a US-only company is whether it should, not whether it can.

What changes if Northwind had an Asia nexus

To show the module's leverage, here's the same company with one fact changed — Asian operations (say, an Asia-based R&D subsidiary and revenue) — flipping the nexus flag to yes:

A 65-point strategic swing. For a company with Asian roots and an Asia growth story, a home-market venue like KOSDAQ can offer better local comps, a home-market investor base, and — via a tech-special track — an earlier gate than any US main tier. For a US-only company, none of that applies, which the engine correctly reflects.

Non-US venue process realities (from the operator's seat)

• A local listing sponsor (대표주관사) is mandatory and drives the timeline — engage early; the relationship is as important as it is for a US underwriter.
• Designated-auditor (지정감사인) financials under local IFRS — the accounting basis and auditor differ from the US path; plan the conversion.
• The tech-special track requires passing an external technology evaluation from two exchange-designated institutions — the grade gates the track, so the tech narrative and evidence matter enormously.
• Disclosure and governance are under local exchange rules, not SEC/US-exchange rules — the governance build in §3 doesn't map one-to-one, though the spirit (independent oversight, controls) carries over.

§6 in one page — and the close of the analysis core

That closes Part 2. You now have the complete picture: where you clear (§1–§2), what you must build (§3), which venue and path fit (§4–§6). Part 3 turns this diagnosis into a transformation — the before/after, the levers, and the roadmap to a filing.

§ Before / after — where this report takes you Desire

You started this report with a folder of financials and a board asking "are we ready?" Here is the transformation — from that fog to a defensible, sequenced position you can present with confidence.

The rest of Part 3 makes that concrete: the four levers that move your number, the roadmap that sequences them against your 24-month window, and how your next board and banker conversation changes with this in hand.

The transformation, item by item

What "listing-ready" actually feels like at the finish line

When Northwind closes the three gates and grows into its target tier, "ready" is a specific, observable state:

That is the destination this roadmap points at — and it's reachable inside your 24-month window because your gaps are governance (which you control) rather than scale (which takes market timing).

§ The four levers that move your readiness number Desire

Your 78/100 is not a fixed grade — it's a sum of levers you can pull. Here are the four that matter for Northwind, ranked by points-per-effort.

The first three are entirely within your control and move governance 62 → 100. The fourth is a growth outcome, not an action — which is why the plan front-loads the three you own.

Lever 1 — stand up the SOX 404 readiness program (+14)

Highest points-per-quarter because it's the longest lead time. Getting it moving now protects your whole timeline.

• Month 0–2: engage an ICFR readiness advisor; scope material processes (revenue recognition first for SaaS).
• Month 2–6: document the risk-and-controls matrix; identify gaps.
• Month 6–12: remediate; begin control testing; prepare the first management assessment.

Lever 2 — build a fully independent audit committee (+14)

The talent search is the long pole, not the charter. Start recruiting independent directors immediately — they'll staff all three committees.

• Define the profile: public-company audit-committee experience, financial-expert designation, sector credibility.
• Run a director search (recruiter or network); vet independence rigorously.
• Adopt the charter; designate the financial expert; begin operating the committee well before filing so it has a track record.

Lever 3 — form comp & nominating committees (+10)

Largely falls out of lever 2. Once the independent directors are seated, standing up two more chartered committees is administrative.

• Adopt compensation-committee and nominating/governance-committee charters.
• Engage a compensation consultant (for say-on-pay and equity-plan readiness).
• Assign governance-policy ownership (board evaluation, refreshment, ESG posture as relevant).

Lever 4 — grow into the Global Select scale bar (time)

This is a growth outcome, not a task. It closes the only two quantitative gaps you have (revenue $62M→$90M, cap $620M→$850M).

• You don't have to wait for it — GM and NYSE clear today. Treat Global Select as an upgrade.
• At a typical Series-C-to-IPO growth rate, the revenue gate is a 4–7 quarter path; the cap gate tends to follow.
• Track it quarterly against your plan; the bespoke gap analysis re-runs the matrix under your own growth scenarios.

The levers, sequenced

Illustrative blended readiness as each governance lever closes (governance is 40% of the overall blend). Grow-into-scale (lever 4) then lifts the quant component and opens Global Select.

§ Your 12–36 month roadmap to a filing Desire

Engine-scored timeline band: 15–25 months to filing readiness — the low end fits inside your 24-month window. Here it is as a dated program.

Cost & timeline bands (engine-computed)

Direct-cost band keyed to a US main-board listing at your scale — the same band whether you file on your recommended venue (Nasdaq Global Market / NYSE) or later upgrade to Global Select, since the cost drivers (PCAOB audit, legal, exchange, advisory) don't materially differ across those main-board tiers. Underwriting band ≈ 5–7% of the primary-raise proxy. We don't yet know your actual offering size, so the engine uses a deliberately conservative upper-bound proxy — the lesser of your expected public float ($130M) or 25% of market cap ($155M), i.e. $130M — which will overstate the spread if your primary raise is smaller than your total float (most IPOs raise only a fraction of post-listing float). At that proxy the band is $6.5M–$9.1M. Bands are directional public ranges, not a quote; your actual primary raise, deal size, and complexity drive the real figure.

What could push the timeline right

The roadmap in one page

You have a 24-month target and a 15–25 month band — feasible, but only if the long poles start now. Part 4 turns this into an action checklist you can hand to your CFO this week.

§ How your next board & banker conversation changes Desire

The most immediate value of this report is that your next high-stakes conversation is different. You walk in with the numbers, not questions.

The board meeting

The second version gets a decision. It's specific, it's costed, and it names the ask.

The banker meeting

Bankers respond to founders who know their own numbers. Walking in with an eligibility map and a governance plan reframes the relationship — you're a prepared issuer choosing a partner, not a hopeful one asking permission.

The audit-partner & counsel conversation

Handing your advisors a structured gap list instead of "help us get ready" compresses their ramp and your bill. Part 4's handoff sheet is built for exactly this.

What changes internally

A listing is an organizational transformation, not a finance event. This report gives every function its piece and a shared scoreboard.

Part 3 close — the picture of "good"

You now hold the transformation: from "are we ready?" to a scored position, a lever list, a dated roadmap, and re-scripted conversations. Northwind isn't years from a public listing — it's one focused governance build and a growth runway away, and it knows exactly which.

Part 4 makes it executable: a prioritized checklist for this week / 30 / 90 days, scripts you can send tomorrow, and a handoff sheet for your advisors.

§ Prioritized checklist — this week / 30 / 90 days Action

The whole report distilled to what to do next. Hand this to your CFO today.

This week NOW

• Circulate this report to the board and exec team with the one-sentence takeaway (page 8).
• Get budget approval to engage an ICFR / SOX 404 readiness advisor — the longest lead time.
• Brief a director-search recruiter (or your network) on the independent-director profile.
• Confirm your PCAOB audit is current and flag any open accounting questions to your auditor.

Next 30 days 30 DAYS

• Engage the SOX readiness advisor; scope the controls matrix (revenue recognition first).
• Begin interviewing independent-director candidates (audit-committee-ready).
• Shortlist underwriter and securities-counsel relationships to begin.
• Decide your primary venue target (Nasdaq Global Market vs NYSE) with your board.

Next 90 days 90 DAYS

• Seat 2–3 independent directors; adopt audit, compensation, and nominating committee charters.
• Designate the audit-committee financial expert.
• Complete the SOX controls documentation; open the remediation backlog with owners and dates.
• Engage securities counsel; begin S-1 organizational and diligence groundwork.
• Set a quarterly readiness-score review as a board metric (target 78 → 93).
• If any Asia nexus exists, commission a non-US-vs-US venue side-by-side (bespoke gap analysis).

Who owns what

Assign a single accountable owner per row and put the readiness score on the board dashboard. What gets measured on a public-company timeline gets done on a public-company timeline.

§ Scripts & templates you can send tomorrow Action

Board memo — the ask

Recruiter brief — independent director

SOX advisor — scoping request

Banker — the reframe

Adapt the tone to your relationships; the point is to lead with your own numbers so every conversation starts on the front foot.

Counsel — the scoped engagement

§ Handoff sheet — for counsel & your auditor Action

Tear this out (or forward it). It's the one-page brief that gets your advisors productive on day one.

Questions to bring to each advisor

For securities counsel

• Does our super-voting structure create index-inclusion or disclosure issues we should address pre-filing?
• What's the critical path for the three committee charters and their independence documentation?
• Confidential submission vs traditional filing — which fits our timeline?

For your audit partner

• Are our current financials in the shape a public-company registration needs? Any restatement risk?
• What ICFR gaps do you already anticipate in our revenue processes?
• What's the EGC (emerging-growth-company) relief runway on the ICFR auditor attestation?

For your banker

• Given our comps, is Nasdaq Global Market or NYSE the stronger venue?
• What primary-raise size optimizes our spread and float requirements?

§ Deeper work & the next tier Action

This self-serve report scored your readiness. Two deeper engagements go further when the stakes justify it.

Order your readiness report →

§ Glossary · sources · methodology Reference

Glossary

• Round-lot holder — a holder of 100+ shares; exchanges require a minimum count for liquidity.
• Public float / publicly-held shares — shares held by non-affiliates; its market value is a listing gate.
• ICFR / SOX 404 — internal control over financial reporting; the Sarbanes-Oxley §404 regime.
• PCAOB — the Public Company Accounting Oversight Board; public companies need PCAOB-standard audits.
• 기술특례 (technology-special) — the KOSDAQ track allowing a pre-profit tech company to list on an external technology evaluation instead of a profit test.
• Emerging-growth company (EGC) — a JOBS-Act status granting phased-in reporting relief.

Sources (all public)

• Nasdaq Listing Rules (5300–5600 series): initial listing financial, liquidity & governance standards.
• NYSE Listed Company Manual §102.01 & §303A: domestic listing & governance standards.
• KRX KOSDAQ 상장규정: general & 기술특례 listing requirements.
• SEC EDGAR (Regulation S-K / S-X): disclosure & audit framework.
• PCAOB auditing standards: public-company audit requirement.

How the scores are computed (open-book)

Gate scoring: your reported metrics are checked against every alternative standard published by each venue; a standard passes only if all its metrics clear. The engine scores you against the standard you're closest to, and the quant score is the average of each metric's (actual ÷ required) ratio, capped at 1.0 per metric, × 100.

Governance score: a weighted sum (weights total 100) of real public-company governance gates — PCAOB audit (22), reporting close (14), SOX 404 (14), board majority (14), audit committee (14), comp/nom committees (10), CFO/IR (12).

Venue-fit: quant score + an eligibility bonus + a published strategic weight (scale lifts top US tiers; an Asia nexus lifts non-US venues, its absence penalizes them), clamped 0–100.

Timeline & cost: timeline bands key off governance band and the binding financial gap; direct-cost bands off the recommended tier; the underwriting band ≈ 5–7% of a primary-raise proxy. All bands are directional public ranges.

Determinism: the same inputs always produce the same report — no LLM in the scoring, no hidden randomness. The full methodology is at ipopath.io/methodology.

§ Disclaimer & scope

This report is educational benchmarking of the numbers and facts you provided against publicly published exchange listing standards. It is not underwriting, securities, legal, accounting, investment, or tax advice; not a determination of listing eligibility (only an exchange makes that determination, applying qualitative judgment beyond these numeric tests); not a valuation; and not an offer of any security.

Standards change and carry conditions not fully captured here. Figures are derived solely from your stated inputs and public rule thresholds and are not warranted for accuracy or fitness for any transaction. Non-US venue figures are approximate USD-equivalents of published local-currency thresholds; verify the current rule and FX. Engage qualified securities counsel, a PCAOB-registered auditor, and (for a US listing) an underwriter, and confirm the current rule text with the exchange, before relying on anything here.

IPOPath is not a broker-dealer, investment adviser, underwriter, or law firm and does not solicit or effect securities transactions. This sample describes a fictional company; all identifiers are invented and every figure is engine-computed from the fictional inputs on page 6 for illustration.

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