A few years ago, it seemed that nearly every company was going public with an IPO to gain capital investment, but now, with this route effectively blocked to smaller companies, entrepreneurs, angel investors and employees are increasingly looking at the opportunity of a reverse merger with a trading shell on the OTC Bulletin Board, the Pink Sheets or Form 10.
Through the reverse merger, your private company merges into a publicly listed company called a “shell” and gains control. This gives you listed stock that can be leveraged to raise capital.
This whole process might seem shady, but it is not, indeed many well-known companies have gone public through a reverse merger process including Warren Buffett’s Berkshire Hathaway (http://berkshirehathaway.com/), Turner Broadcasting System, Occidental Petroleum, Blockbuster Entertainment and even American Idol (www.americanidol.com)
Investor Peter Klamka of Ann Arbor, Michigan a stake holder in fast growing solar energy company Girasolar Inc (OTC: GRSR) stated that he thinks “the best way to go public in the current climate for most private companies, is with a Form 10 shell. It can be the least expensive method with the opportunity to avoid problems associated with most trading shells.”
At a purchase cost of approximately $50-100K, a Form 10 blank check shell company is an attractive vehicle for private companies searching for a route onto the public markets. But, under the purview of the Worm/Wulff Letters, blank check shares are prevented from instantaneously trading after Form 10-SB shells complete a reverse merger with a private firm, regardless of how long the shells have been reporting public companies.
The alternative is an already trading shell listed on the Pink Sheets or OTCBB, which, with acquisition costs ranging from $150K up to $1 Million is a much more expensive option.
The greatest benefit of using a Form 10 shell company as your route to public ownership is that the purchasing company will retain most if not all of the stock in the shell. Overall the process takes longer, but is ultimately a much better deal for shareholders and the company alike.