The IPO window is reopening. M&A is picking back up. And a backlog of PE-backed companies that delayed exits in 2022 and 2023 are now under real pressure to move. Adam Olsen and Nicole Harger break down the dual-track exit, the strategy of running an IPO process and an M&A process at the same time, and what's driving renewed interest in it right now.

This is part one of a two-part series. Part two goes operational: what the CFO and finance organization need in place, and how far in advance.

In this episode:

• What a dual-track exit actually is, and why running both processes simultaneously creates leverage that neither path generates on its own
• Who uses this strategy: PE-backed companies remain the dominant profile, but corporate carve-outs and growth-stage companies are increasingly exploring it too
• Why most dual-track processes end in M&A, and why that's often the intended outcome rather than a failure of the IPO track
• The market backdrop heading into summer 2026: improving conditions, a buildup of past-hold-period PE portfolio companies, and a more disciplined IPO market than 2020-2021
• Inside the IPO track: the S-1 process, the three-year audited financial statement requirement, PCAOB auditor considerations, carve-out accounting complexity, and realistic 12-18 month preparation timelines
• Inside the M&A track: the CIM process, strategic versus financial sponsor buyer dynamics, quality of earnings diligence, the working capital peg negotiation, and the gap between signed LOI and close
• Why the financial rigor required for IPO readiness is the same rigor that protects valuation in an M&A process, and why there's no shortcut on either side

In May, the SEC proposed two of the most significant changes to public company reporting in decades: a full restructuring of the filer status framework and an optional off-ramp from quarterly reporting. Adam Olsen and Nicole Harger break down what's actually in both proposals and what finance leaders should be doing while the comment window is still open.

In this episode:

• How the filer status framework drifted over 20 years, and why the SEC is collapsing five categories down to two: large accelerated filer and non-accelerated filer
• The new $2 billion threshold (up from $700 million) and the two-year measurement lock that gives companies near the line real visibility before a status change hits
• What non-accelerated filer status actually means: the 404(b) audit attestation exemption, scaled-back executive compensation disclosure, and the new opt-up flexibility to voluntarily keep stricter requirements
• The five-year mandatory on-ramp for newly public companies, and how it changes IPO readiness planning and S-1 financial statement requirements
• The companion semi-annual reporting proposal: the new Form 10-S, what stays the same (8-Ks, earnings releases), and why market practice may not shift even if the rule does
• Practical complications to watch: credit agreement covenants, underwriter comfort with older financials, exchange listing requirements, and the audit committee conversation around what fills the gap if 404(b) goes away

The deal announcement is just the beginning. In Episode 2 of their two-part series, Embark's Nicole Harger and Adam Olsen get into the accounting and reporting mechanics that determine whether a de-SPAC actually succeeds on the other side of closing. The complexity surprises even experienced finance teams. This episode is the preparation they wish they'd had.

In this episode:

• What public company readiness actually means for a private target, and why the de-SPAC process tests it rather than creates it
• PCAOB audit requirements, Reg S-X compliance, and the finance function capacity demands that can't be built during the transaction
• The accounting acquirer determination under ASC 805: why the legal acquirer and the accounting acquirer are often different entities, and why it matters
• How redemption scenarios can flip the accounting acquirer conclusion, and what that means for pro forma financial statements
• Reverse recapitalization mechanics: no goodwill, no fair value step-up, and why the operating company's history becomes the combined entity's history
• Warrant classification under ASC 480 and ASC 815-40: the 2021 restatement wave, what triggers liability classification, and the quarterly income statement consequences that follow
• Earnout accounting: when it's compensation under ASC 718, when it's contingent consideration, and how liquidity event triggers can create mark-to-market exposure
• The Form S-4/merger proxy, the Super 8-K's four-business-day clock, and why that deadline has no exceptions
• ICFR obligations post-closing: why de-SPAC companies don't get the newly public company grace period, and what that means for the first annual report

If you haven't listened to Episode 1 yet, start there. The deal structure decisions covered in Episode 1 and the accounting consequences covered here are more connected than they might seem.