Routes to the Public Markets in Canada: IPO, SPAC, CPC or RTO

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Much has been written about when a business should go public and the considerations that inform that choice. Assuming the decision to go public has been made, second in importance to that determination is how a private company (PrivateCo) should go public.

In general, two routes exist for a PrivateCo to go public—an initial public offering (IPO) of securities or a negotiated reverse merger transaction (RMT) with an existing public company. The IPO process centers on the creation of a public company from a PrivateCo. An IPO may be accomplished by either a marketed listing of securities of PrivateCo or a direct listing of PrivateCo's securities on a stock exchange. Alternatively, a RMT involves the acquisition of a PrivateCo by an existing public company (typically a shell or inactive company), resulting in the shareholders of the PrivateCo ultimately owning a majority of the shares of the resulting public issuer (resulting issuer), which subsequently carries on the business of the PrivateCo. A RMT may be accomplished by one of three means: (1) an acquisition of PrivateCo (a QA or qualifying acquisition) by a special purpose acquisition corporation (SPAC), (2) an acquisition of PrivateCo (a QT or qualifying transaction) by a capital pool company (CPC), or (3) a reverse takeover (RTO) of an existing public company.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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