What Is an IPO Prospectus?
What Is an IPO Prospectus?
How to read the document investors actually get.
Prospectus vs S-1
S-1 is container. Prospectus is selling document inside. Every buyer must receive it.
Red Herring vs Final
Preliminary (red herring) has range, no final price. Final 424(b) has final price and proceeds.
How to Read It
1. Risk Factors
Start here. Look for customer concentration, burn, regulatory risk. Boilerplate = red flag.
2. Use of Proceeds
General corporate purposes = growth. Large secondary portion = insiders cashing out.
3. Dilution
Book value $2 vs you pay $20 = $18 dilution. Normal for tech.
4. Principal Shareholders
Who owns what after. VCs selling 0% = strong signal.
5. MD&A and Financials
Check SBC as % revenue, gross margin trend, net retention.