IPO Terminology
🚀 Core IPO Terms
Initial Public Offering (IPO)
The first sale of stock by a private company to the public, marking its transition to a publicly traded company.
Issuer
The company offering its shares to the public during the IPO.
Underwriter
A financial institution (often an investment bank) that manages the IPO process, including pricing, marketing, and selling the shares.
Book-Building
The process where underwriters gauge investor interest and collect bids to help determine demand and the final offering price.
Prospectus
A formal legal document detailing the investment offering, including financial statements, risks, business strategy, and use of proceeds.
Registration Statement (S-1)
A required filing with the U.S. Securities and Exchange Commission (SEC) containing comprehensive company information before going public.
💰 IPO Pricing & Allocation Terms
Offering Price
The price at which IPO shares are sold to initial investors.
Price Range
The estimated range of prices at which the company expects to sell its IPO shares before final pricing is set.
Roadshow
A series of investor presentations by company leadership to generate interest and demand ahead of the IPO.
Lead Underwriter
The primary investment bank overseeing the IPO process.
Syndicate
A group of underwriters working together to sell the IPO shares.
Greenshoe Option (Overallotment Option)
An option allowing underwriters to sell additional shares (usually 15%) if demand exceeds expectations, helping stabilize the stock price post-IPO.
Lock-up Period
A time period (typically 90–180 days post-IPO) during which insiders (founders, executives, early investors) are restricted from selling their shares.
🏛️ Regulatory & Legal Terms
Emerging Growth Company (EGC)
A company that qualifies for reduced regulatory requirements under the U.S. JOBS Act.
Quiet Period
A timeframe when company executives and underwriters are restricted from promoting the IPO or sharing forward-looking statements.
SEC Filings (S-1, 10-K, 10-Q, 8-K, DEF 14A)
Mandatory reports and disclosures filed with the SEC, covering financial performance, corporate governance, and significant company events.
Sarbanes-Oxley Act (SOX)
A U.S. law designed to improve corporate accountability, requiring companies to implement strong internal financial controls.
Internal Controls over Financial Reporting (ICFR)
Processes ensuring the accuracy and reliability of a company’s financial statements, often evaluated during the IPO process.
🏦 Investor Types and Allocation
Institutional Investor
Large investors such as mutual funds, hedge funds, and pension funds that typically receive priority in IPO share allocations.
Retail Investor
Individual investors who participate in the IPO through brokers or access platforms.
Allocation
The process of distributing IPO shares to investors.
Oversubscription
When demand for IPO shares exceeds the number of shares offered.
📈 Valuation & Market Metrics
Market Capitalization
The total market value of a company's outstanding shares.
Float (Public Float)
The number of shares available for public trading, excluding insider holdings.
Dilution
The reduction of existing shareholders’ ownership percentage due to the issuance of new shares.
Dual-Class Shares
A share structure where different classes of stock provide different voting rights, often allowing founders to retain control.
🔄 IPO Structures & Alternatives
Direct Listing
Going public by allowing existing shareholders to sell shares directly to the market without raising new capital.
Dutch Auction IPO
A pricing method where investors submit bids and the IPO price is set at the highest price where all shares can be sold.
Follow-on Offering (Secondary Offering)
The issuance of additional shares after the IPO, either to raise more capital or allow insiders to sell.
SPAC (Special Purpose Acquisition Company)
A publicly listed shell company created to acquire a private company and take it public via a reverse merger.
De-SPAC Transaction
The process where a private company merges with a SPAC to become publicly listed.
PIPE (Private Investment in Public Equity)
A private placement of shares in a public company, often used alongside SPAC mergers to raise capital.
🌎 Cross-Border and Digital Innovations
Cross-Border Listing
Listing shares on foreign stock exchanges outside of the company's home country.
Dual Listing
Listing shares simultaneously on two or more stock exchanges.
Security Token Offering (STO)
The issuance of digital securities on a blockchain that represent ownership in an asset or company.
Tokenization
Converting traditional assets into digital tokens for easier trading and fractional ownership.
📋 Supporting Roles and Compliance Infrastructure
Market Maker
A firm that provides liquidity by continuously quoting buy and sell prices for a stock.
Stabilization Agent
The underwriter responsible for stabilizing the IPO stock price in the aftermarket, often using the Greenshoe option.
Listing Exchange (NASDAQ, NYSE, HKEX, LSE, etc.)
The stock exchange where a company’s shares are listed and traded.
Due Diligence
The process of reviewing a company’s financial, legal, and operational health before the IPO.
Custodian Bank
A financial institution that safeguards securities for investors.
Transfer Agent
The entity responsible for maintaining records of share ownership and handling share transfers.
Registrar
Maintains accurate shareholder records and ensures proper securities registration.
📊 Financial Metrics & Valuation Techniques
Total Addressable Market (TAM)
The total revenue opportunity available for a product or service.
Key Performance Indicators (KPIs)
Metrics used to track company performance toward its strategic objectives.
Market Sentiment
The overall attitude of investors toward a particular market or stock.
Valuation Multiples
Metrics used to compare a company’s valuation against peers or industry benchmarks (e.g., P/E ratio, EV/EBITDA).
Price-to-Earnings (P/E) Ratio
A valuation ratio comparing a company’s share price to its earnings per share.
Enterprise Value (EV)
The total value of a company, including debt and excluding cash.
EV/EBITDA
A valuation multiple comparing enterprise value to earnings before interest, taxes, depreciation, and amortization.
Discounted Cash Flow (DCF) Analysis
A method of valuing a company by forecasting future cash flows and discounting them to their present value.
Comparables (Comp Analysis)
Valuation based on comparing the company to similar businesses.
Precedent Transactions Analysis
Valuation based on analyzing recent comparable deals or M&A transactions.
💎 Additional Key Concepts
Anti-Dilution Provisions
Clauses designed to protect investors from dilution by adjusting ownership or share prices in certain scenarios.
Insider Selling
The sale of shares by company insiders, often after the lock-up period expires.
Lock-up Expiry
The end of the lock-up period, after which insiders are allowed to sell their shares.
Spin-off IPO
An IPO where a parent company spins off a business unit as a separately listed public company.
Investor Relations (IR)
The function responsible for managing communication between the company and its investors.
Buy-Side Analysts
Analysts at investment firms who make buy/sell decisions for funds and client portfolios.
Sell-Side Analysts
Analysts at brokerage firms who provide stock research and investment recommendations.
Earnings Guidance
Company-provided forecasts about expected future financial performance.
Market Volatility
The degree of variation in stock prices due to market conditions and investor sentiment.
Price Discovery
The process of determining the fair price of shares based on supply and demand.
Short Interest
The number of shares that investors have sold short, betting on a price decline.
Aftermarket Performance
The stock's behavior and performance after the IPO listing day.
Equity Story
The narrative a company presents to explain its value proposition, market opportunity, and growth strategy.
Cap Table (Capitalization Table)
A record showing the ownership breakdown of a company, including shares outstanding, options, and convertible securities.