Requirements Necessary to Close a Reverse Merger or Public Shell Merger

Business plan of merger partner. Sufficient information to complete and file the required 8-K with the SEC.

Management information, including completion of the "Officer and Director Questionnaire," for all Officers and Directors designated by the private company merger partner.

Agreement on structure and terms of merger.

Letter of intent with escrow payment made to public company or its principal shareholders. (This must happen for the public company to cease negotiations with other merger prospects.)

Audited Financial Statement, conformed to US, GAAP for the private merger partner. The audit statements of the private company have to be consolidated with the public company's financial statements.

Agreed merger fee in escrow with the securities attorney representing the merger partner.

Consent from the majority, preferably 100%, of existing shareholders of the private company to merge or exchange their shares for shares of the public company.

Agreement for the Officers and Directors of the public shell to be replaced with the Officers and directors designated by the private company merger partner.

List of all shareholders in the private company that will make the share exchange.

Number of shares to be outstanding “post merger”, and a complete breakdown of share ownership post merger. Note: It is often necessary for the public shell to do a reverse split and/or cancel shares owned by the affiliates of the public share prior to completing the merger.

Agreement on state the company will be domiciled in post merger.

Satisfaction of warranties and representations between public shell and merger partner.

Designation of securities attorneys and SEC qualified auditors that will represent the private merger partner.

Preparation of the share exchange agreement, stock purchase agreement, definitive merger agreement, and all other documents necessary to complete the merger.

Final preparation of the 8K that is required to be filed with the SEC within 4 days of closing the merger. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
(See Sec Final Rule 33-8587, pdf file)

It has been our experience that the private company's ability to deal with all these issues is instrumental in determining the timing in closing the merger, and the long term success after closing a reverse merger or public shell purchase.

More Information on going public and reverse mergers

For more information on going public through a reverse merger and details on public shells currently available, please contact Go Public Institute at 713-301-8921

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