The Challenge

A clean energy technology company (“the Company”) is a portfolio-scale energy solution and funding provider that uses proprietary data and AI to deploy performance-driven sustainability upgrades, which generate energy savings for its enterprise customers. To capitalize on the energy transition and infrastructure opportunities afforded in the public markets, the Company pursued an initial public offering (“IPO”), which would allow it to further scale its business and invest in critical new service lines.

However, to complete an IPO, the Company (i) lacked expertise in technical accounting and SEC reporting (ii) were capacity constrained from various transaction and non-transaction-related workstreams, and (iii) lacked familiarity with the various complexities that arise as a result of capital markets transactions.

The Solution

Opportune was engaged to perform public company readiness services, first through a contemplated de-SPAC transaction, which ultimately shifted to an IPO process. Opportune served the Company in a variety of capacities to ease the constraints of a demanding transaction process, including:

Project Management:

• Coordinated various external advisors’ workstreams and schedules to facilitate expedited transaction timelines.
• Organized and prioritized management’s competing priorities to ensure the successful and timely execution of the IPO.

Financial Reporting:

• Prepared SEC-compliant historical financial statements, footnotes, and MD&A for annual and interim period reporting for inclusion in the S-1 filing.
• Modeled required pro forma adjustments.
• Assisted in numerous accounting close processes and audit requests to accommodate expedited timelines.

Technical Accounting:

• Assisted with all technical accounting aspects of various complex debt and equity financing transactions, including the identification and valuation of embedded derivatives, modification vs. extinguishment analyses, and identification and valuation of instruments settled in a variable number of shares required to be carried at fair value.
• Assisted in the SEC preclearance process to address complex technical accounting conclusions.
• Analyzed and prepared other various technical accounting conclusions and implementations.

Financial Planning & Analysis:

• Analyzed cash flow forecasts to determine the need to obtain bridge financing before the execution of the IPO.

Business Impact

The Company received the following benefits from engaging Opportune:

• Streamlined the audit review process, particularly concerning technical accounting issues. Opportune’s original scope of work did not include technical accounting advisory; however, the scope expanded to include this once the Company realized Opportune had significant expertise on the technical issues at hand, as well as extensive experience working with their audit firm’s specialists.
• Improved historical accounting processes in connection with their PCAOB-compliant re-audit processes. Given the absence of historical knowledge and growing capacity constraints, the Company tasked Opportune with (i) historical accounting cleanup and (ii) go-forward process creation and documentation. This created a deeper understanding and improvement in the Company’s accounting close and financial reporting functions, which allowed a smoother re-audit process.
• Opportune could scale the engagement when needed to bring in appropriate resources to handle various cross-functional tasks. This eased much of the resource constraints of key Company employees and allowed the Company to reduce the number of advisors involved with the project, ultimately making the transaction process more efficient.
• Through robust analysis and disclosures, the Company received minimal SEC comments related to the financial statements and MD&A. For the SEC comments that were received, Opportune assisted the Company to quickly resolve them, reducing the risk of multiple iterations of comments.
• Opportune brought project management expertise to the engagement by managing the transaction process, coordinating advisor workstreams, and assisting with the prioritization of management’s various tasks. This allowed management to devote more attention to other key issues that arose.
• Opportune has trained new individuals that the Company has hired to support the growth of the Company’s operations and in preparation for operating as a public company. This process allowed a smooth transition for reducing the Company’s reliance on Opportune’s services.