In a reverse merger, a private company merges with a publicly listed company, which has no assets or liabilities and is in good standing with its required filings to the SEC. The publicly traded corporation is called a “Blank Check” since all that exists of the original company are its corporate shell structure and
base. By merging into such an entity, a private company becomes public and/or a subsidiary of the public company.
The requirements of private companies are as follows: Up to 2 years audit filed within 4 days of merger; re-filing of the SEC form 10-SB (60-day process); quick form 15c with the FINRA assuming 90 days have not lapsed of being removed from the exchange it was trading on. (A long form is needed if 90 days have lapsed).
Fees for this merger are in the range of $400,000. Ownership for the private company is as low as 60% after the merger. The estimated time-line for closing a merger including all filings and due diligence is 2 to 4 months. Price is determined by the perceived value of the private company and ownership retained.
MERGER WITH A REGISTERED CUSTOM SHELL
The Registered Shell is custom fixed to the individual needs of the private company by ch anging the name of the Shell and stock authorization before the private company acquires the Shell. This helps us avoid major restructuring co sts, proxy statements and delayed start-up time. The Registered Shell has a fixed minimum 300 plus shareholder base with 100 shares or more each (a NASD AQ SmallCap requirement). Also the Registered Shell comes with a 2-year minimum audited financial statement, a letter of opinion from counsel stating the tradabili ty of the free trading shares, a transfer agent and a CUSIP number.
Fees for a Registered Custom Shell are in the range of $225,000 and the estimated time-li ne for closing the merger including all filings and due diligence is 4 to 6 months. The private company can receive from 90-99% controlling interest in the form of restricted shares through a reverse merger. There is no compensation due for a qualified and approved reverse merger with these Registered Shells.
With a Registered Custom Shell The Company Can:
• Appoint its Director(s) and thereafter its management;
• Change the corporate headquarters and, if need be, change the state of incorporation (Domicile);
• Increase its authorized shares for future offerings;
• Use restricted stock to cancel debt;
• Use stock incentive plans to attract and keep key employees;
• Use its stock for acquisitions;
• Allow the stock to trade in its industry multiples creating a market cap greater than its book value;
• Raise capital based on your trading value while offering less ownership of t