Glossary
Prospectus Support
Prospectus support is the accounting and financial reporting work that sits behind a prospectus, the offering document a company files with Canadian securities regulators when it raises capital from the public or lists on an exchange. It covers the audited and interim financial statements, the supporting working papers, and the board and regulatory documents that make the filing complete and defensible. At Treewalk, we act as the finance function behind that filing, preparing the statements under International Financial Reporting Standards (IFRS), coordinating the external auditor, and getting the package ready to file.
What it actually is
A prospectus is only as strong as the numbers inside it. The financial statements are the part regulators, underwriters, and investors read most closely, and they are the part that most often holds up a deal. Prospectus support is everything required to get those numbers to a filing-ready standard.
In practice, our scope usually includes:
- Preparation of the historical financial statements and interim statements that go into the prospectus, under IFRS
- Consolidated working papers that tie every figure back to source
- Coordination with the external auditor through their review or audit of the statements
- Board of Directors and Audit Committee resolutions approving the financials
- CEO and CFO certificates and other regulatory documents
- Closing document management and filing coordination
We do not sign the audit opinion. That is the external auditor’s role. We prepare the statements, assemble the evidence, and manage the process so the auditor can move quickly and the filing stays on schedule.
When you’d need it
You need prospectus support any time you are taking a company to the public markets or raising money through a prospectus. The most common triggers we see are an initial public offering, a Capital Pool Company (CPC) listing, or a financing that requires a prospectus rather than a private placement.
We have done this across a range of issuers. On the Greenfield Acquisition Corp mandate, a Capital Pool Company that listed on the TSX Venture Exchange, we handled the financial statement preparation, audit coordination, prospectus support, and closing document management from formation through to the filing and the continuous disclosure that followed. We have also provided prospectus and offering-document support for issuers in food and beverage and in technology, so the mechanics are familiar whether you are a shell company or an operating business preparing to list.
How we approach it at Treewalk
We treat prospectus support as an Office of the CFO engagement, not a one-off filing task. The same team that prepares your quarterly statements after listing is usually the team that builds the prospectus financials, which keeps the story consistent from the offering document through your first year of public reporting.
The work is sequenced backward from the filing date. We map every financial statement requirement first, then reconstruct or clean up the historical periods, then bring the auditor in with a complete file rather than a moving target. Clean working papers are the difference between a smooth review and a filing that slips a quarter.
The numbers rarely sink a prospectus. The clock does. A prospectus usually needs several years of audited annual statements plus a recent interim period, and the older years are exactly the ones where a private company kept looser books. If you start reconstructing those the month you want to file, you are already late. We start there first.
Because our team also serves as acting and fractional CFO for listed companies, we can sign the CEO and CFO certifications and present to the Audit Committee where that is part of the engagement. That continuity matters when a regulator or underwriter comes back with questions.
What prospectus support is NOT
A few distinctions save clients confusion.
It is not an audit. Treewalk does not provide audit or attest services. We prepare the financial statements and coordinate the external auditor who issues the opinion. Keeping preparation and audit in separate hands is how the process is meant to work.
It is not the same as SEDAR+ filing mechanics on their own. Preparing the financials is the substance. The filing is the delivery. We support both, but they are different pieces of work.
It is also not a substitute for legal counsel. Your securities lawyers draft the legal sections of the prospectus and manage the regulatory dialogue. We own the financial statements, the supporting documents, and the accounting positions that sit under the legal disclosure.
What you get
By the end of a prospectus support engagement you have a filing-ready financial package: IFRS financial statements and interim statements, consolidated working papers that support every number, board and audit committee resolutions, CEO and CFO certificates, and a coordinated audit file the external auditor has signed off on. You also have a team that already knows your books for the quarterly reporting that starts the day you list.
Timeline depends on the state of your historical records more than anything else. A company with clean, well-documented books moves quickly. A company reconstructing several older years should plan for more runway before the target filing date.
Frequently asked questions
Is prospectus support the same as an audit?
No. An audit is an independent opinion issued by a licensed audit firm. Prospectus support is the preparation and coordination work behind the financial statements. Treewalk does not provide audit services. We prepare the IFRS statements and working papers and coordinate the external auditor who signs the opinion.
How long does prospectus support take?
It depends almost entirely on the quality of your historical records. If prior years are clean and well documented, the financial statement work moves quickly. If older periods need to be reconstructed before the auditor can review them, that reconstruction is usually the longest part of the timeline, so start it early.
Do we still need our securities lawyers?
Yes. Your legal counsel drafts the legal sections of the prospectus and manages the dialogue with regulators. We handle the financial statements, the supporting documents, and the accounting positions underneath the legal disclosure. The two roles run in parallel.
Can you also handle the filing and our reporting after we list?
Yes. We coordinate the filing and, because we act as fractional and acting CFO for listed companies, the same team can carry your quarterly IFRS reporting, MD&A, and continuous disclosure forward after the offering closes.
Do we need this if we are only doing a private placement?
Not usually. A private placement generally does not require a prospectus. Prospectus support applies when you are raising capital from the public or listing through a prospectus, including a Capital Pool Company listing.
Where to next
If you are preparing to raise capital or list and want to talk through the accounting work behind the offering document, our public company reporting team is the right starting point. From there it helps to understand the pieces that connect to a prospectus: SEDAR+ filing support, IFRS financial statement preparation, and, if you are listing through a shell, the Capital Pool Company (CPC) route. To scope a prospectus support engagement, email Alex McAulay through our contact page.
