In this episode of Finrep's podcast, Gana Misra, CEO of Finrep, sits down with Michael Frohlich, Senior Vice President at Toppan Merrill, to look at SEC reporting from the production and filing seat. Michael traces a path from joining Vintage Filings straight out of college in sales, through its acquisitions and rebrand, to Toppan Merrill today, and explains how two decades across thousands of filings shapes the way he helps companies, private equity, investment banks, and law firms get deals across the finish line.

The conversation covers where the "last mile" of a filing tends to break down and why late edits — not technology — cause most of the pain, how the full SPAC lifecycle actually flows from the filing seat across S-1s, de-SPAC S-4s and proxies, and post-close 10-Qs, 10-Ks, and 8-Ks, the realistic state of SPAC and de-SPAC activity in 2026 after the boom and bust, and how the priorities of companies, law firms, banks, and private equity differ inside the same deal. Michael also talks about the shift from drafting at the printer to a digital, design-forward process, where XBRL tagging tends to break, and where AI belongs — and does not belong — in work that carries real deadlines and liability.

What you'll learn:

• Where the filing "last mile" breaks down, and why late edits rather than technology drive most of the risk

• How the SPAC lifecycle flows from the filing seat — S-1, to de-SPAC S-4 and proxy, to post-close reporting

• What the realistic state of SPAC and de-SPAC activity looks like in 2026

• Where AI genuinely helps in filing production, and where human judgment has to stay

• What separates a smooth filing from a 2 a.m. scramble before a deadline

Tune in to hear how the drafting, production, and filing sides of a deal actually fit together.

SEC Reporting Journal — Season 2

Inside SEC Filing & the SPAC Lifecycle with Michael Frohlich, SVP at Toppan Merrill

Gana:
Welcome everyone to the second season of SEC Reporting Journal, brought to you by Finrep AI — a purpose-built AI for financial research and reporting. I'm your host, Gana, dialing in from San Francisco. Today I have with me Michael Frohlich, Senior Vice President at Toppan Merrill. Michael is a business, marketing, and finance graduate from Yeshiva University, and was previously VP of Sales at Vintage Filings. He specializes in working with corporations, private equity, investment banks, and law firms on capital market transactions, providing comprehensive document management, SEC filing, distribution, and print services. SPACs have been a major focal point for him, and he's experienced in providing financial print, filing, merger, and compliance services across the entire SPAC lifecycle. Welcome to the podcast, Michael. Would you walk us through your own journey — how did you end up in capital markets? And how would you describe what a filing and document partner actually does in a deal?

Michael:
Sure. I came into the industry 20 years ago, straight out of college. The founder of the business I joined, Vintage Filings, was my neighbor in Teaneck, New Jersey — a guy named Cy Stern, who I'm still very close with today. He had founded the business and was in the midst of selling the company to PR Newswire for around $60 million.

I saw a great opportunity to join the company in sales. I loved people, I loved relationships, I loved the hustle, and I was driven. I started in the summer and stayed for 20 years — and here we are today. Vintage was acquired by multiple companies over the years; we're now part of Toppan Merrill, and we've been rebranded. Our company is a full-service financial printer.

So we handle the filing and printing for public companies — IPOs, M&A transactions, and compliance filings. We're the execution partner that helps turn months of legal, accounting, and finance work into accurate SEC filings, and ensures it all gets done timely and accurately.

Gana:
You sit across hundreds of deals and issuers rather than inside just one. What does that panoramic view let you see about a single company's reporting that you otherwise wouldn't have seen?

Michael:
Sure. I get the opportunity to work with thousands of companies and experience thousands of transactions, and that gives me a perspective that people involved in just one deal don't necessarily have. What I've seen is that it's not really the size of the deal that determines whether it's successful — it's the communication, the preparation, and having experienced partners in the deal.

I start recognizing patterns before the clients do, and I'll often jump in to help.

Gana:
Most professionals today prepare and review these documents themselves, and you're almost at the last mile with respect to filing. Where does that last mile often go wrong? And do you have best practices for fresh filers in the market?

Michael:
I'd say the last mile usually isn't a technology problem — it's late edits. One legal change can trigger updates that affect tables, XBRL tagging, and page references, and then dozens of people need to re-review the document. Managing all those moving pieces under tight deadlines is where experience matters most.

Gana:
What separates a smooth filing from a 2 a.m. scramble before a deadline, from where you sit?

Michael:
The smoothest deals all have one thing in common: planning ahead. Everyone knows their role, decisions get made quickly, and communication is centralized. The difficult deals aren't necessarily more complicated — they usually suffer from late decision-making and too many last-minute revisions.

Gana:
What do first-time filers and new public companies consistently underestimate about the filing and production process?

Michael:
They often underestimate how collaborative the process really is. It's not just the legal team and the finance team — it's the executives, accountants, outside counsel, underwriters, auditors, investor relations, and filing specialists, all working together. The earlier you get everyone on board and aligned, the smoother everything becomes.

Gana:
Can you walk us through the cycle of change from financial printers to XBRL? What did that transition look like when you were in the midst of it?

Michael:
Sure. It was definitely a tedious process. I joke that it's a necessary evil for all of us — it's not really a revenue or profit driver, and it requires a lot of on-staff accountants and a lot of hours of diligence. Like learning anything new, there was a real learning curve.

But at Toppan Merrill, having the on-staff accountants, the expertise, and the team to support the process has helped us and our clients significantly through XBRL.

Gana:
On SPACs — you've worked through the entire SPAC lifecycle. Can you walk our audience through it from the filing services seat? The IPO S-1s, the de-SPAC S-4s and proxy redemptions, and the reporting cascade after close?

Michael:
Yeah, from our seat we support SPACs from start to finish. I like to say we give that white-glove service — the hand-holding — to the smallest companies out there for the initial IPO. We support the company through their compliance filings, and we can also handle a large de-SPAC.

What you have with SPACs is that you start with an S-1 for a shell company, which is pretty simplistic — a flat rate paid at closing. Then come compliance filings with pretty bare-bones financials. Then the company announces a de-SPAC.

That's a much more complicated transaction, one that needs much more experience and expertise, with the S-4 and the proxy. It becomes incredibly complex because you're essentially combining two businesses — extensive financials, forecasts, disclosures, and shareholder communications — into one. After closing, you have a new publicly traded company, which then transitions into traditional SEC filings:

10-Qs, 10-Ks, 8-Ks, proxies, and ongoing XBRL requirements. We're involved throughout the entire lifecycle, from the SPAC to the de-SPAC, and we look forward to working with that new public company for decades to come.

Gana:
You had a front-row seat to both the SPAC boom and the bust. What did the boom look like from the production floor? And for the audience, what's the realistic state of SPAC activity in 2026?

Michael:
The SPAC boom was right in the midst of COVID. So while my kids were home in masks and we were homeschooling, it was a tough time personally — but business could not have been better. I'd never seen anything like it in my 20 years in the industry. Deadlines were compressed, transaction volume exploded, and everyone was moving incredibly fast. Today the market is much healthier.

Volumes are lower, and the transactions you're seeing in the SPAC market are higher quality — stronger companies and more disciplined investors.

Gana:
What makes de-SPAC filings uniquely painful compared to a traditional IPO?

Michael:
As I touched on earlier, with a de-SPAC you're combining two businesses, two sets of financials, two companies — many cooks in the kitchen, completely different systems, different advisors, and different timelines. There's significantly more coordination, more disclosures, and many more moving parts than a traditional IPO.

Gana:
From a structured-data perspective on the production side — and you mentioned last-minute changes as a big problem — where does the tagging typically break, and what do most issuers get wrong about it?

Michael:
Most of these issues aren't caused by the software itself — they're caused by a lack of communication. When disclosures change last minute, the tagging has to change throughout the document. That's why having experienced XBRL specialists reviewing the document, like we do on our team, is such an integral part of the process.

Gana:
From a regulatory perspective, the SEC has been expanding structured-data requirements. Where do you see this headed, and what should issuers stop doing manually today?

Michael:
The SEC continues to move toward more machine-readable data. Investors are increasingly consuming filings through technology rather than reading every single page, which means structured data is becoming more important, not less.

Gana:
You work with corporates, private equity, investment banks, and law firms. How do priorities across these four differ when they're all sitting in the same deal, and what should companies be aware of?

Michael:
It's interesting, because everyone shares the same goal but has different priorities. Companies focus on telling their story, law firms focus on disclosure and compliance, investment banks focus on execution and timing, and private equity firms focus on value creation and exit. Our job at Toppan Merrill is helping all of those groups get to the finish line together.

Gana:
What does the IPO and capital markets calendar feel like on the ground right now, and how are these changing requirements affecting it?

Michael:
This is ever-changing depending on when the podcast comes out, but I'd describe it as selectively open. High-quality companies with strong fundamentals are getting attention, but the market is much more disciplined than it was a few years ago. Preparation has become of utmost importance for companies trying to get out.

Gana:
You've watched this work evolve from printing to EDGAR to inline XBRL. What has actually changed in how filings get produced, and what has stubbornly stayed the same?

Michael:
When I started in this business, pre-IPO companies would actually go to the printer for several weeks before an IPO to draft the document. The lawyers, bankers, auditors, and the company would all sit there together drafting it. Nowadays everyone's happy to be on Zoom — there isn't the same need to go to the printer.

That's changed a lot over the last 20 years. When I started, there was also much more emphasis on physical printing and print volume. Today a lot of the focus is on style and design — making the document more of a marketing piece for your customers. That's something we do a phenomenal job with, helping companies redesign their proxy and annual report to look that much better.

Everything has really gone digital, cloud-based, collaborative, and highly structured. What hasn't changed is the accuracy, the deadlines, and the trust. Capital markets is still all about confidence and relationships — something we hold very dear.

Gana:
When it comes to AI, it has really entered document creation and filing. Where do you see it genuinely helping the production and filing workflow, and where do you think it's overhyped?

Michael:
I think AI has tremendous potential for drafting, document comparison, quality checks, and identifying inconsistencies. Where humans remain critical is judgment — understanding context, materiality, and regulatory nuance still requires experienced professionals. So does the ability to call someone, get on the phone, and make those edits quickly. That reliability you expect from a financial printer is still critical.

Gana:
If AI could reliably take one part of the filing production process off the table tomorrow, what would you want it to be?

Michael:
I'd love AI to eliminate repetitive quality-control work. If it could instantly identify inconsistencies across a 300-page document before a human had to review it, that would save clients an enormous amount of time and let the experts on our team focus on high-value work.

Gana:
Turning to the role you've been in for the last couple of decades — what good practices should someone in a similar role adopt to build trust and confidence with all the stakeholders in a deal: the companies, private equity, investment bankers, and everyone else?

Michael:
For people entering the industry, you want to build relationships. You want to be someone people can trust under pressure — reachable 24/7, quick to respond, always available. Technical skills can be taught; reliability, responsiveness, and professionalism are what clients remember. And for companies choosing a filing partner, don't simply ask who's cheapest.

Ask who will answer the phone at midnight when something changes, and who will be there on the weekend. That's where you see the value of a true partner — and at Toppan Merrill, we deliver that day in and day out.

Gana:
For someone who wants to do what you do today, what can they learn from you? What are some of the lessons you'd want to share with our audience?

Michael:
Number one, showing up every day — consistency, a hard work ethic, and drive are of utmost importance. Second, get yourself a mentor: someone in this space you can look up to for guidance and advice. Attach yourself to people who know this business. The majority of my colleagues and our customer service team have been doing this for 20, 30, 40 years — they're true experts. A big reason I'm still at my company today is the trust I have in my team, and that trust comes with time. Taking all of that and moving forward would put someone in the best position.

Gana:
There's a lot of fear-mongering about AI taking away jobs. How do you see these functions being impacted based on what you know now? We can't predict the future, but from your own experience, how do you see AI affecting the process of selling to these companies? What should people be doing more of? You touched on judgment earlier — I'd love you to double down on that.

Michael:
AI is coming, it's coming quickly, and it's ever-changing. A lot of people use it to draft outreach emails and follow-ups. Personally, I like to write my own emails — I like that personal touch, that personal flavor, and I don't think AI has that yet. It may in the future.

I also spoke about quality control — reviewing documents, adding speed and accuracy. AI today isn't 100%; any of this work still needs a human checkpoint. As we move forward, I think some of these products will speed things along and help in both the sales and production processes.

But there will always be a need, as I said, for someone to pick up the phone. The expertise and knowledge that my colleagues and I have from doing this for 20, 30, 40 years can't be copied by AI.

Gana:
Michael, given your own experience, what would you tell your twenty-year-old self today?

Michael:
I'd say think bigger, go larger, have no fear, and keep the consistency I had — but focus even more on relationships. I'd also say that using software to assist with compliance and IPO filings is of extreme value. That's an offering I've only recently been able to bring to my clients — one we launched about 10 years ago for compliance filings, called Toppan Merrill Bridge, and now we have a product for IPOs called Quinn. Having those products years earlier would have been very beneficial to our clients.

Gana:
How do you stay on top of the changes happening in the market, Michael? What are some go-to resources you'd recommend to our audience?

Michael:
Number one, the Wall Street Journal — I read it cover to cover daily. Beyond that, there's a lot of information out there through subscription services like Mergermarket and others that keep you up to date on what's happening in the marketplace. It's very important to stay on top of deal announcements at all times, so you can be the first to jump on an opportunity and win that business.

Gana:
If you had resources or book recommendations to help someone get better at sales, could you share them with us?

Michael:
I'd say there are four must-reads. Number one, How to Win Friends and Influence People; two, Fanatical Prospecting; three, Never Split the Difference; and four, The Go-Giver — which was actually gifted to me by Cy Stern and Seth Farbman when I started in this business 20 years ago.

Gana:
If someone today is trying to build a career on the service-provider side of capital markets — or an issuer choosing a filing partner — what should they prioritize?

Michael:
I'd prioritize expertise, knowledge, experience, reliability, and availability.

Gana:
Any parting words for our audience today, Michael?

Michael:
It's been a great experience to be on this podcast with you and share what I've learned over the last 20 years doing sales for Toppan Merrill. I look forward to sharing it with friends and clients, getting the name out there, and offering my perspective on the market and the industry. More importantly, I'd love to win some IPOs and deal work from this podcast.

I work with the best people, we have the best service, and we're the best company in the space. I look forward to anyone reaching out to me directly. Have a great day.

Gana:
Thanks, Michael. Thank you for joining me on this podcast.