Companies go public for a variety of reasons and considerations (access to capital, liquidity, external growth, etc). A company’s decision on how to go public depends on whether it is worthy to do so. Once a company decides to go public, after taking subjective and objective factors into account, it would need to mull over a number of possible alternatives. Going public can take place in different ways (floatation alternatives) including: initial public offerings (IPOs), self-filings, specified purpose acquisition companies, and reverse mergers.
- Initial public offerings: processes of going public through an offering of securities by a company to the public and filing a registration statement with relevant supervisory authorities. An initial public offering (IPO) occurs when a private company first sells its shares to the public, changing its ownership structure from a private business concern to a publicly traded company.
- Self-filings: processes of going public by voluntarily following the rules that public companies follow and filing the documents they file. By self-filing, a private company seeks a public trading exchange to float its securities by completing its own filings with the relevant authority either to resell securities held by shareholders or to voluntarily become a reporting company. More specifically, If a company chooses a form S-1 filing, shares of the company and its shareholders can be registered for resale. On the contrary, a form 10 filing means the company would be subject to relevant public information reporting requirements only, without having any shares registered. A form S-1 would have to be filed following a form 10 if a company seeks to register shares for public investors to effect a trading market beyond any non-restricted shares held then by shareholders.
- Specified purpose acquisition companies: Shell companies or blank checks that are listed for the purpose of acquiring a business or company in the future. Such companies (known as SPACs for short) draw their value from the experience of their management teams. They use the proceeds of their initial public offerings to invest in the acquired company. The proceeds are usually held in a trust for a period not exceeding 12 or 18 months following the initial offering. During this period the management of the SPAC must sign a letter of intent to enter into a merger or acquisition transaction. Otherwise, the SPAC would be dissolved and the funds given back to its shareholders.
- Reverse mergers: merging with form 10 shells or virgin shells so that a blank check company is formed and voluntarily reports to the relevant authorities (the SEC). In other words, a reverse merger is the merger of a private operating company into a public shell company which has few or no assets. In other words, reverse mergers (or shell mergers) are typically effected with a publicly held company that has no business plans other than to locate a private company to acquire. A private company could also merge with a public company using a reverse merger structure so that the surviving company, after the merger transaction, is the public company. Companies that go public through reverse mergers don’t file a form 10 or form 10-SB, and the merged company does not have to file audited financial statements until it files an Exchange Act annual report.
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