S-1 registration and Nasdaq readiness
Disclosure drafting, risk factors, MD&A, governance review, SEC comment response.
Capital markets counsel for companies preparing for the public market.
BGo is Bandi LLP's capital markets platform for issuers preparing for IPOs, S-1 and F-1 registration statements, OTC Markets applications, public-company readiness, SEC review, exchange listing, and post-listing compliance.
- 01Readiness
- 02Registration statement
- 03SEC review
- 04Market entry
- 05Ongoing compliance
WHY BGO
A disciplined path through a complex public-market process.
Disclosure discipline
BGo helps issuers convert business, financial and risk information into public-company disclosure that can withstand SEC review, investor diligence and board-level scrutiny.
Transaction coordination
Public-market transactions require coordinated work across auditors, underwriters, placement agents, market makers, transfer agents, EDGAR providers, exchanges, OTC Markets and internal management teams.
Post-listing readiness
Going public is not the end of the process. BGo helps companies prepare for reporting calendars, governance requirements, insider controls, disclosure policies and ongoing compliance.
SERVICES
From readiness review to post-listing compliance.
- IPO readiness and structure
- Evaluate corporate structure, capitalization, shareholder records, financial-statement readiness, governance structure, board composition, related-party arrangements, public-company controls and transaction path.
- S-1 registration
- Support domestic issuers with Form S-1 drafting, risk factors, business description, MD&A, selling shareholder disclosure, exhibits, signature pages, SEC amendments and effectiveness planning.
- F-1 registration
- Support foreign private issuers with Form F-1 drafting, foreign private issuer status, IFRS / U.S. GAAP coordination, home-country governance considerations, cross-border disclosures and SEC comment response.
- OTC Markets strategy
- Advise on OTC Pink, OTCQB and OTCQX considerations, information requirements, attorney letters where applicable, market-maker coordination, disclosure packages and ongoing market obligations.
- Exchange listing preparation
- Coordinate Nasdaq or other exchange readiness, listing standards, corporate governance, shareholder approval issues, independent director considerations and listing application workstreams.
- Capital Markets & Securities compliance
- Assist with public-company reporting, Form 10-K, Form 10-Q, Form 8-K, proxy matters, Section 16, Rule 144, Reg S, resale registration and board-level compliance planning.
S-1 / F-1 GUIDE
What the registration statement needs to explain.
Business
Explain the company's operating model, products and services, markets, revenue drivers, competitive position, strategy, material contracts and regulatory environment.
PROCESS
A transaction process built around milestones.
- 01
Readiness review
Review the issuer's corporate structure, financial statements, capitalization, governance, material contracts, related-party arrangements and potential public-market path.
- 02
Workplan and diligence
Build a transaction workplan, diligence request list, disclosure responsibility matrix, filing calendar and coordination process among counsel, auditors and financial advisers.
- 03
Drafting
Prepare the S-1, F-1, OTC disclosure package or other market-entry documents, including risk factors, business description, MD&A, governance disclosure and exhibits.
- 04
SEC / OTC / exchange review
Coordinate SEC submission or filing, comment-response strategy, OTC Markets review, exchange comments and revised disclosure drafts.
- 05
Market launch
Support effectiveness, quotation, listing, closing mechanics, EDGAR filings, press releases, board approvals and first-trade readiness.
- 06
Public-company operating rhythm
Implement reporting calendars, board processes, insider policies, disclosure controls, earnings-cycle planning and ongoing compliance support.
TIMELINE
Timing depends on readiness, review and market conditions.
| Phase | Indicative duration | Key dependencies |
|---|---|---|
| Readiness review | 1–3 weeks | Depends on corporate records, audit status and transaction path. |
| Drafting and diligence | 4–8 weeks | Depends on financial statements, management input, diligence materials and adviser coordination. |
| SEC review | 30–90+ days | Depends on SEC comment volume, filing cadence and disclosure complexity. |
| OTC Markets / exchange process | Timing varies | Depends on market-maker, OTC Markets, exchange and eligibility requirements. |
| Post-listing compliance | Ongoing | Requires reporting calendar, governance controls and disclosure procedures. |
CHECKLIST
Are you ready to enter the public market?
Work through the readiness items below. This checklist is for orientation only and does not save your responses.
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REPRESENTATIVE EXPERIENCE
Selected public-market workstreams.
F-1 registration
Foreign private issuer analysis, cross-border disclosure, financial statement coordination, SEC amendments.
OTCQB strategy
OTC Markets review, disclosure package, market-maker coordination, attorney letter support where applicable.
Uplisting readiness
Exchange standards, capitalization planning, governance remediation, public-company policies.
Resale registration
Selling shareholder disclosure, Rule 144 analysis, exhibit collection, SEC filing support.
Post-listing compliance
Reporting calendar, board process, insider controls, Form 10-K / 20-F planning.
BGO BY THE NUMBERS
A platform built for execution.
- 120+
- public-market matters reviewed
- $300M+
- aggregate transaction value
- 15+
- years combined market experience
- 2
- Nasdaq and OTC Markets
TEAM
Capital markets lawyers and advisers.
BGo is delivered by Bandi LLP's Capital Markets & Securities team across New York, Tokyo and San Francisco.
Kirk Minamoto
Partner, Capital Markets & Securities
Ban Di
Partner, Capital Markets & Securities
Taisiya Nikitina
Associate, Banking & Finance
Aiko Hosokawa
Partner, Mergers & Acquisitions
Takuya Uehara
Partner, Capital Markets & Securities
Rujie Jessie Feng
Partner, Data, Technology & Privacy
Lexie Liu
Associate, Data, Technology & Privacy
FAQ
Frequently asked questions.
Is BGo only for IPOs?
No. BGo supports IPOs, F-1 registrations, S-1 registrations, OTC Markets applications, uplisting readiness, resale registrations and public-company compliance planning.
When should a company start preparing?
Companies should start before they need to file. Audit readiness, corporate records, related-party transactions, governance structure and disclosure controls often determine timing.
Can BGo support foreign private issuers?
Yes. BGo supports foreign private issuers preparing Form F-1 filings and related cross-border disclosure, governance and financial-statement workstreams.
Does BGo guarantee SEC clearance or listing?
No. Timing, SEC review, OTC Markets review, exchange review and market outcomes depend on many factors. Prior results do not guarantee a similar outcome.
What is the difference between S-1 and F-1?
Form S-1 is generally used by domestic U.S. issuers. Form F-1 is generally used by eligible foreign private issuers. The correct form depends on the issuer's status and facts.
Can BGo help after listing?
Yes. BGo supports ongoing reporting, disclosure controls, board calendars, insider policies, Form 10-K, Form 10-Q, Form 8-K, proxy matters and other compliance needs.
Preparing for an IPO, F-1 filing, S-1 registration or OTC Markets application?
BGo gives management teams a structured way to understand the path, identify gaps and move toward filing with discipline.