the private operating company shareholders exchange their shares of the private company for either new or existing shares of the public company
* At the end of the transaction, the shareholders of the private operating company own a majority of the public company and the private operating company has become a wholly owned subsidiary of the public company.
A Reverse Merger allows a privately held company to go public by acquiring a controlling interest in, and merging with, a public operating or public shell company.
A shell company a publically traded company with
(1) no, or nominal operations and
(2) either no or nominal assets or assets consisting solely of any amount of cash and cash equivalents.
A Reverse Merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public.
In a Reverse Merger transaction, the private operating business must pay for the public shell company.
That payment may be in cash, equity or both.
The average cash value of a fully reporting public entity with no liabilities, no issues and which is otherwise “clean” is between $280,000 – $400,000.