Reverse Merger

Key Highlights

• In a reverse merger, a private company becomes public by combining with a company that's already listed on the stock exchange- it's a faster alternative to the traditional IPO route.

• The private company’s owners swap their shares for a majority stake in the public company, taking control and turning it into a public version of their business.

What is Reverse Merger?

In a reverse merger, a private company becomes public by combining with a company that's already listed on the stock exchange- it's a faster alternative to the traditional IPO route. Instead of launching a brand-new IPO, the private company buys or merges with a public “shell” company- one that’s already listed on a stock exchange but doesn’t do much (or any) business. The private company’s owners swap their shares for a majority stake in the public company, taking control and turning it into a public version of their business.

How Does It Work?

• Find a Shell Company: The private company picks a public company that’s essentially dormant- think of it as an empty vessel listed on a stock exchange.

• Swap Shares: The private company’s shareholders trade their shares for a big chunk of the public company’s shares, usually enough to control the board and management.

• Merge and Transform: The two companies combine, and the private company’s operations become the heart of the new public entity.

• File and Finalize: After some paperwork and regulatory approvals, the private company is now publicly traded under the shell company’s stock listing.

Why Choose a Reverse Merger?

• It’s Fast: A reverse merger can take just a month or two, compared to a year (or more) for a traditional IPO.

• It’s Cheaper: It skips a lot of the expensive and complex steps of an IPO.

• No Immediate Cash Grab: Unlike an IPO, a reverse merger doesn’t always involve raising new money right away.

• Control Stays Intact: The private company’s owners usually end up with most of the shares and call the shots.

Risks and Considerations

• Hidden Baggage: The shell company might have old debts or legal issues that sneak into the deal.

• More Rules to Follow: Once public, the company faces stricter regulations and reporting requirements.

• Reputation Risks: Some reverse mergers have a bad rap due to sloppy records or sketchy practices in the past.