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Navigating Complex Cross-Border Audits for a Successful NASDAQ Listing: A Case Study

Navigating Complex Cross-Border Audits for a Successful NASDAQ Listing: A Case Study

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In preparation for a NASDAQ listing, a European investment firm consolidated a dozen biotech companies under a single UK-based parent entity. By adopting an asset-centric structure, each subsidiary could focus on a distinct drug development program while benefiting from shared infrastructure—accelerating R&D, optimizing costs and diversifying risk across a broader portfolio.

The Challenge

The client faced several challenges as they prepared for the IPO, having unified twelve different companies under a single entity. As a UK TopCo company planning to list on the NASDAQ, they required comprehensive audits for both their US and UK operations, adhering to US GAAP standards.

The client needed audits for all twelve companies under its umbrella. The Big 4 firm leading the audit determined that each entity required its own standalone audit. Given the limited timeframe, the primary auditor sought to audit three entities and wanted a credible partner firm with US and UK expertise to handle the audits of the remaining nine companies.

FD’s Approach

Frazier & Deeter (FD) was engaged to audit nine of the twelve companies. As a PCAOB-registered firm with experience supporting cross-border listings, we were well positioned to step in.

Our multi-faceted approach included:

  • Audit Services: Our team worked in close coordination with the lead audit firm to deliver high-quality, SEC-compliant audits within an aggressive timeline.
  • IPO Readiness: We prepared and filed the necessary documentation for a NASDAQ listing, including the Registration Statement (Form S-1), Prospectus and audited financial statements. We ensured full compliance with SEC regulations and NASDAQ listing requirements.
  • Tax Review: We reviewed the R&D tax claims, corporate tax and employee stock options for the portfolio companies to ensure accuracy.
  • Tax Compliance: We reviewed and ensured tax compliance for the firm’s operations in the UK.

The Outcome

  • Cross-border compliance: Our dual expertise in UK and US accounting, audit and tax allowed us to deliver seamless support across jurisdictions.
  • IPO success: The client raised over $300 million in one of the largest biotech IPOs of the year.
  • Efficient collaboration: We worked side-by-side with the Big 4 lead auditor to ensure a smooth, coordinated process and consistent audit quality across all entities.
  • Compliance confidence: We helped the client meet SEC, PCAOB and SPAC-related audit requirements while supporting tax compliance in both markets.
  • Speed & scale: Our team completed nine audits within a compressed timeline—enabling the client to stay on track with their IPO schedule.

Planning your own IPO or cross-border expansion?

At Frazier & Deeter, we help companies navigate complex regulatory environments with confidence. Connect with our team to learn how we can support your audit, tax and compliance needs at every stage of growth.

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