Reveille Capital × KMB Insights

The path to a US listing runs through readiness.

OTC uplist work follows the same sequence. The audit is one phase of the process; its cost, timing, and execution risk are shaped by the readiness work completed before firms are asked to quote.

01 // The seven steps

A repeatable sequence, tailored by company

01

Listing path & reporting requirementsAdvisory

Confirm the reporting path early. Entity domicile, target tier, and reporting status determine the GAAP framework, audit requirements, and disclosure obligations.

02

Discovery & data aggregationAdvisory + Company

Entity map, data room, document-request process. This is where the required disclosures and the scope of work get discovered: entity structure, material contracts, related-party arrangements, litigation and contingencies, compliance posture. Issues identified at this stage can be addressed before they become audit delays, fee escalators, or engagement-acceptance concerns.

03

Uplift proceduresAdvisory

Company books generally need to be converted into audit-ready GAAP financial statements, with supporting schedules, technical analyses, and disclosure support.

04

AuditCompany retains · Advisory runs the PMO

Every RFP starts with the completed reporting package. Firms receive a defined audit package rather than pricing unresolved scope and documentation risk. The advisory team runs the RFP, then project-manages fieldwork end to end as management's experts.

05

Listing & disclosure packageAdvisory drafts

The disclosure document, MD&A, issuance history, and material-contract exhibits, drafted from the consolidated financials.

06

Market mechanics & governanceCompany + counsel

Transfer agent, shareholder count and float, independent directors, audit committee, D&O. These items are often lower-cost but calendar-sensitive, so they should begin early and run in parallel.

07

Admission & ongoing reportingCompany, using the reporting cadence built in step 5

Application and background checks, then the recurring cadence: annual report in 90 days, quarterlies in 45, current reports in 4 business days.

02 // Sequencing rules

Three sequencing rules reduce execution risk

// RULE 1

Consolidated draft before the audit RFP

Issuing an RFP before the consolidated draft is complete increases the likelihood of higher quotes, expanded scope, and later change orders.

// RULE 2

Legal opinions before audit dollars

Unresolved legal questions create audit-firm engagement-acceptance risk: ownership and control confirmations, litigation and contingencies, potential non-compliance. Resolve them on paper first, before anyone prices them as risk.

// RULE 3

Governance and mechanics start immediately

Director searches and holding periods are calendar-gated, not effort-gated. Delays in these workstreams often affect the calendar more than the work effort.

03 // Audit economics

The fee is built on complexity; readiness contains it

Microcap OTC audits run $45K to $250K+ per year, priced on entity count, risk, and hours, not revenue. The most controllable driver is readiness.

// What a company can't control

Structural drivers

  • Multi-entity consolidation and eliminations
  • Foreign operations, currencies, and physical inventory locations
  • Multiple revenue streams and complex revenue: percentage of completion, agent vs. principal
  • Complex arrangements and transactions: M&A, debt and equity financings, private instruments
  • Ownership and control confirmations
  • First-year audit ramp-up: often a 20 to 40 percent premium
// What readiness buys

The controllable driver

  • Finished consolidated financials: firms quote a defined package, not uncertainty
  • Technical memos written before fieldwork starts
  • Structure questions pre-answered with counsel opinions
  • Organized support before fieldwork begins
  • Management's-experts model lowers the first-year risk assessment
04 // Where the engagement begins

The readiness assessment: fixed scope, 2 to 4 weeks

From the initial discovery documents and management calls, the first deliverable set maps the whole journey:

D-1

Classification memo

Which reporting path, why, and the GAAP/audit consequences.

D-2

Eligibility gap table

Shareholder count, float, governance, control-person transparency, good standing, each scored with an owner and lead time.

D-3

Entity & consolidation scope

Every entity: jurisdiction, ownership, accounting basis, books condition, consolidation call.

D-4

Triaged project plan

The seven steps as workstreams, each Now, Gated, Client-side, or Outside-specialist.

D-5

Cost stack

Who does what, who pays: advisory, auditor, counsel, transfer agent, exchange fees.

D-6

Live roadmap

A status page tracking the engagement against this framework, updated as phases progress.

Basis: OTCQB Rules v6 (Apr 2026), OTCQX/OTCQB Disclosure Guidelines v13.1, SEC Rule 15c2-11, and disclosed audit-fee comparables from EDGAR. Full methodology maintained by KMB Insights.