The process.
A reverse takeover into a US-listed shell runs in five disciplined stages — from a first readiness review to your first day of trading and life as a public company. Here is what each stage does, and what it asks of you.
Taking a private company public in the United States by reverse takeover is a defined sequence, not a leap. We break it into five stages so you always know where you are, what is happening next, and what we need from you. Senior principals are involved throughout, and the regulated work at each stage — disclosure, audit, closing mechanics — is carried out by US securities counsel, PCAOB-registered auditors and a transfer agent that we coordinate as one team.
- The process has five stages: readiness review, shell selection and diligence, deal structuring, merger and filing, and life as a public company.
- It typically runs around 3–6 months from a green-lit start; audited financial-statement readiness is the main driver of pace.
- The merger is disclosed on a “super 8-K” — a Form 8-K carrying Form 10 information — generally filed within four business days of closing.
- Where funding is needed, a concurrent PIPE or alternative public offering (APO) can be arranged alongside the merger.
- Reverse Takeover is an advisory and arranger; regulated work is done by counsel, auditors, transfer agents and broker-dealers it coordinates.
From enquiry to first trade.
Readiness review
We review the business, ownership and financial-statement readiness, and recommend the right route and venue — or say plainly if a US listing is premature.
Shell selection & diligence
We identify and diligence candidate shells for a clean reporting history and capital structure — or plan a Form 10 self-filing instead.
Deal structuring
With your counsel we structure the share exchange, control, valuation and any concurrent financing, and prepare the required SEC disclosure.
Merger & filing
The merger closes, the super 8-K goes in within four business days, and the transfer-agent and market-maker steps are completed.
Life as a public company
We help you stand up ongoing reporting and investor relations and, where relevant, plan an uplisting to Nasdaq or NYSE American.
The five stages, expanded.
Stage 1 — Readiness review
We start by testing whether a US listing is realistic and, if so, which route fits. That means looking honestly at the business and its prospects, the ownership and corporate structure, and above all the state of the financial statements — whether they can be audited to PCAOB and US-GAAP or IFRS standards on a sensible timetable. From that we recommend a route (a reverse takeover, a Form 10 shell, or something else) and a venue (Nasdaq, NYSE American, or the OTC Markets as a starting point), or we tell you plainly that a listing is premature. What we ask of you: a candid picture of the business, its home market and ownership, and access to your financial information and advisers. No confidential material is needed to begin the conversation — see going public for how the routes compare.
Stage 2 — Shell selection & diligence
If a reverse takeover fits, we source and vet candidate shell companies. Because you inherit the shell, this is the stage where care pays off most: candidates are put through structured shell company due diligence — SEC reporting currency and comment history, undisclosed liabilities, litigation and tax, prior business and enforcement history, capital structure, free float, transfer-agent and DTC standing, and auditor status. Where no suitable clean trading shell fits the plan, we instead plan a Form 10 self-registration to create a clean reporting shell. What we ask of you: your priorities on venue, timing and float, and prompt engagement with counsel and the auditor on the diligence findings so a shell can be chosen with eyes open.
Stage 3 — Deal structuring
With the shell chosen, we structure the transaction alongside your US securities counsel: the share exchange and exchange ratio, the resulting control and ownership split, the valuation, and any concurrent financing — a PIPE or alternative public offering (APO) — where capital is to be raised with the listing. Counsel prepare the SEC disclosure the transaction requires, and the auditor finalises the financial statements that disclosure depends on. What we ask of you: decisions on valuation and financing, the audited financials in final form, and the corporate approvals and, for cross-border deals, any home-market outbound-investment or FX approvals the structure needs.
Stage 4 — Merger & filing
The merger closes and the private business becomes the listed company. The defining filing follows: a “super 8-K” — a current report on Form 8-K carrying the Form 10 information about the now-operating public company, including audited financials and a full business description — generally filed within four business days of closing. The transfer agent processes the new share structure, and, where applicable, the broker-dealer and market-maker steps are completed so the security can trade under the new business. What we ask of you: timely execution of closing documents and prompt responses to counsel and the transfer agent, so the filing and market steps stay on schedule.
Stage 5 — Life as a public company
Becoming public is the start of an obligation, not the end of a project. We help you stand up the discipline a US reporting company needs: ongoing filings on Form 10-K, 10-Q and 8-K, audited financials, investor relations, and applicable exchange governance. Where the company began on the OTC Markets, we help plan an uplisting to Nasdaq or NYSE American once the quantitative and governance standards are met. What we ask of you: a commitment to the reporting calendar and to the governance and IR practices that keep a listing in good standing — and that make an uplisting achievable.
Wondering which stage your company is ready for?
Start an enquiry →The process, answered.
Q1How long does the whole process take?
A reverse takeover is typically completed in around three to six months from a green-lit start, versus roughly twelve to eighteen months for a traditional IPO. The pace is set mainly by two things: the readiness of your audited financial statements to PCAOB and US-GAAP or IFRS standards, and the SEC review of the required disclosure. A well-prepared company with clean audits moves faster; missing or incomplete financials are the most common cause of delay. This is a general range, not a guarantee of any timeline.
Q2What do you need from us to start?
Very little at first. To open a conversation we need a description of the business, its home market and ownership, and your objective — no confidential material is required to say whether a reverse takeover is worth exploring. If we proceed, the readiness review then looks at your financial statements and audit position, your corporate and ownership structure, and any home-market approvals, so the earlier your audited financials are in order, the smoother the process.
Q3What is a super 8-K?
A super 8-K is the current report on Form 8-K that discloses the reverse merger, containing the Form 10-type information the SEC requires about the now-operating public company — including audited financial statements and a full business description. It is generally filed within four business days of the closing. It is one of the most important filings in the transaction and is prepared by US securities counsel with the auditor.
Q4Can we raise capital during the process?
A reverse takeover does not, by itself, raise money. Where funding is needed, a concurrent private placement — a PIPE or an alternative public offering (APO) — can be arranged alongside the merger so capital comes in with the listing. Any such financing is structured with US securities counsel and a broker-dealer. Companies can also raise capital and uplist after becoming public, as the business grows.
Q5What happens after we are public?
Life as a public company begins: ongoing SEC reporting on Form 10-K, 10-Q and 8-K, audited financials, investor relations, and applicable exchange governance. We help you stand up that reporting and IR discipline and, where relevant, plan an uplisting from the OTC Markets to Nasdaq or NYSE American once the standards are met. Being public is a continuing obligation, not a finish line.
This page is general, educational information about US listing routes and is not investment, legal, tax, or accounting advice, nor an offer or solicitation. Regulatory details change and vary by circumstance; obtain advice from qualified US securities counsel. See our disclosures.
Begin at stage one.
A short, confidential enquiry is enough to start the readiness review. Tell us your business, your home market, and your objective, and a senior principal will tell you honestly what the path looks like.