
Effective Oversight Requires Independent Control Testing, Not Just Self-Reporting
When navigating a De-SPAC transaction, public uplisting, or SEC reporting cycle, Audit Committees cannot rely solely on management self-reporting. Without documented ICFR frameworks and independent internal control testing, issuers face immediate exposure to filing delays (Form 12b-25), public Material Weaknesses, and heightened regulatory scrutiny.
We act as a direct, objective line of sight for the Audit Committee. Without interfering with your existing deal advisors or external financial auditors, we design your Risk Control Matrices, test IT General Controls (ITGCs), and manage post-close SOX 404 compliance. We deliver clear, unfiltered audit-readiness evaluations so directors fulfill their fiduciary responsibilities with complete confidence.
Issuers We Support
• De-SPAC Targets & Combined Entities (Navigating S-4/F-4 disclosures, PCAOB audit readiness, and post-merger SOX 404 compliance)
• Audit Committees for Public Companies & Microcaps (OTCQB / OTCQX / Nasdaq issuers upgrading ICFR frameworks and clearing filing backlogs)
• Pre-IPO & Reg A+ Growth Boards (Establishing institutional internal control frameworks and ITGCs ahead of public listings)
• Governance & Risk Committees (Seeking independent 3rd Line of Defense oversight and CISA-led IT risk evaluations)
• Private Equity & Investor-Appointed Boards (Protecting portfolio investments with rigorous internal control testing and forensic oversight)
•Family Office & Growth Enterprise Boards (Structuring professionalized governance, financial controls, and risk management)
Our Engagement Approach
Our advisory execution is tailored specifically to emerging public issuers, De-SPAC targets, and microcaps.
Depending on your regulatory timeline and board objectives, we provide:
• Independent governance & Enterprise Risk Assessments (ERA)
• SOX 404(a) management testing & ICFR control matrix design
• CISA-led IT General Controls (ITGC) & cybersecurity risk evaluations
• Independent 3rd Line of Defense representation at Audit Committee meetings
• Audit-ready documentation, deficiency remediation plans, & executive summaries
• PCAOB external auditor liaison support & continuous compliance monitoring
Whether you need a targeted project to resolve an SEC filing bottleneck (Form 12b-25) or full outsourced internal audit infrastructure throughout the year, our objective is to provide Audit Committees with complete control visibility and total confidence during public filing cycles.
How We Help
Turnkey design, documentation, and management testing of internal controls over financial reporting to meet SEC Item 308 mandates.
Independent 3rd Line of Defense representation, quarterly reporting decks, and unfiltered risk visibility for Audit Chairs.
Comprehensive Enterprise Risk Assessments (ERA) mapping operational, financial, and regulatory exposure before public listing.
Full-scope outsourced internal audit function executing continuous control testing without the lag of hiring full-time staff.
CISA-led evaluations of IT General Controls, access management, and system security to prevent IT-driven audit deficiencies.
Rapid-response accounting support during compressed filing windows (Form 12b-25) to clear audit backlogs and pass PCAOB scrutiny.
| Turnkey IA Outsourced Internal Audit |
SOX 404
ICFR & ITGC Compliance Most Common |
Audit Prep PCAOB & Close Support | |
|---|---|---|---|
| Target Issuer Profile | Large-Cap / High-Growth Public | De-SPAC & Microcap Issuers | Pre-IPO / Uplisting / 12b-25 |
| Audit Committee Reporting | Continuous Quarterly Oversight | Quarterly Committee Reporting | Milestone-Based Reporting |
| SOX 404 & ICFR Design | Full ICFR Testing & Maintenance | Risk Control Matrix (RCM) Build | ICFR Gap Analysis & Mapping |
| ITGC & Cyber Risk (CISA) | Continuous ITGC Testing | Annual ITGC & Access Review | Foundational ITGC Assessment |
| Enterprise Risk Oversight | Continuous ERA & Risk Plan | Annual Enterprise Risk Assessment | Targeted Risk Review |
| Internal Audit Function | Full Outsourced 3rd Line (CAE) | Co-Sourced IA & SOX Testing | Special Audit Projects |
| External Auditor Liaison | Ongoing PCAOB Audit Defense | Quarterly Audit Support | Year-End Workpaper Prep |
| Filing Window Remediation | Included | Included (10-Q / 10-K Support) | Form 12b-25 Backlog Support |
| Executive Sessions | Direct Audit Chair Access | Quarterly Board Attendance | Available Upon Request |
Audit readiness begins with independent, audit-tested control infrastructure.
Every public transaction faces tight SEC timelines, complex auditor scrutiny, and strict SOX compliance mandates. Our advisory engagements are tailored to your transaction stage, operational complexity, and filing deadlines. During an initial consultation, we will map your ICFR requirements and recommend the exact level of independent oversight needed to pass PCAOB scrutiny and protect long-term market value.
What You Gain
Copyright 2026 - RNB Capital LLC - All Rights Reserved