Frequently asked questions.

A reverse takeover is a transaction in which a private operating company becomes publicly traded by merging into an existing public shell company. The private company's owners end up holding the majority of the combined company's shares, and the private business becomes the public company's business. Because the public vehicle already exists and already reports, an RTO is typically faster and more price-certain than a traditional IPO. Read more on our reverse takeover page.

Yes. "Reverse takeover" and "reverse merger" describe the same kind of transaction; "reverse merger" is the more common term in the United States. Both refer to a private company going public by merging into a public shell and taking control of it. We use the two terms interchangeably.

An IPO registers and sells new shares to the public, and its main purpose is to raise capital in a single, market-timed event; it typically takes about twelve to eighteen months and its pricing depends on market conditions on the day. A reverse takeover uses an existing reporting shell to become public first, generally in about three to six months, with more certainty over structure and less exposure to a single pricing window. Capital is then raised separately, often through a private placement. Neither route removes the need for audited financials or SEC-standard disclosure. See reverse merger vs IPO.

A shell company is a reporting public company that has a listing or quotation history but few or no operations. A shell is "clean" when it is current in its SEC reporting, has no undisclosed liabilities or litigation, no tainted regulatory or trading history, a workable capital structure and share count, and a share float suitable for the plan. The quality of the shell is the single biggest determinant of a successful reverse takeover, which is why diligence matters so much. See public shell companies and shell due diligence.

It depends on the company's size, financials and readiness. Nasdaq and NYSE American are national exchanges with quantitative standards - covering matters such as market value, shareholders' equity or income, public float, minimum bid price and corporate governance - and confer the most visibility and liquidity. The OTC Markets (OTCQX and OTCQB tiers) have lower thresholds and are a common starting point, with the option to uplist to an exchange once the standards are met. We help match the venue to the company rather than the other way around. See listing venues.

A reverse takeover is typically completed in about three to six months, compared with roughly twelve to eighteen months for a conventional IPO. The exact timeline depends on the readiness of the company's audited financials, the complexity of the structure (particularly cross-border cases), the quality of the shell, and the responsiveness of the parties. We cannot promise a date; we can set a realistic, disciplined schedule and work to it. See our process.

The main cost drivers are the shell itself, the professional work required (US securities counsel, a PCAOB-registered auditor, a transfer agent and, where relevant, a market maker and broker-dealer), and the complexity of the structure. Cross-border transactions, restatements, or extensive clean-up add cost and time. We scope the likely costs with you early so there are no surprises, and coordinate the specialists so their work does not duplicate.

You do not necessarily need revenue, but you do need audited financial statements. Any US public company must file financials audited by a PCAOB-registered auditor and prepared under US GAAP or IFRS. Exchange listing standards may also require a minimum level of income, equity or market value, but the OTC tiers have lower thresholds. Getting the audit under way early is usually the most important step a company can take toward being ready.

Most non-US companies list through an offshore holding company - frequently incorporated in the Cayman Islands or the BVI - that sits above the operating business. This typically involves home-market outbound-investment and foreign-exchange approvals, a PCAOB-registered audit, and financials in US GAAP or IFRS. The structure is designed with counsel to fit both the home jurisdiction and US requirements. Our markets pages set out the considerations country by country.

Yes. In addition to the usual offshore holding structure, China-based issuers must contend with the Holding Foreign Companies Accountable Act (HFCAA) and PCAOB inspection of their auditors, a CSRC overseas-listing filing requirement, and, frequently, a variable interest entity (VIE) structure where foreign ownership of the operating business is restricted. These add steps and require specialist counsel, but cross-border listings from China continue to be done. We flag these issues at the outset rather than late.

Uplisting is the process of moving from the OTC Markets to a national exchange such as Nasdaq or NYSE American once the company meets that exchange's quantitative and governance standards. Many companies begin on the OTC as a sensible, lower-threshold entry point and uplist as the business grows into the exchange requirements. We plan the route with an eye on that path from the beginning so that an eventual uplisting is not a fresh start. See Nasdaq shells.

No. Reverse Takeover is an advisory and arranger. We are not a registered broker-dealer, investment adviser, law firm or audit firm, and nothing we publish is investment, legal, tax or accounting advice. The regulated work is performed by the appropriate licensed specialists - US securities counsel, PCAOB-registered auditors, transfer agents and broker-dealers - whose work we coordinate so it fits together on a sensible timetable. More about the firm.

Send a short, confidential enquiry describing your business, your home market and your objective; you do not need to share confidential material to begin. A senior principal responds personally, typically within one business day, and will tell you candidly whether a reverse takeover is worth exploring. From there the process runs in five disciplined stages to a first day of trading. Start an enquiry.