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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