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What is a reverse merger shell

By Spodek Law Group | March 5, 2018
(Last Updated On: July 28, 2023)

Last Updated on: 28th July 2023, 07:31 pm

SEC describes the reverse merger shell company as a company with no existing operations. The company can either have no actual assets or have assets but only in cash. This type of company is required to register under the Securities Exchange Act of 1933 or the Securities Exchange of 1934. Often used as a fundraising mechanism, companies usually are weighing the option of going public.
What is it?
A reverse merger occurs when controlling interest of a private company is shifted to a public company. The process involves a public company serving as a shell to the private company. Eventually, the private company assumes the identity of the shell company.
What’s required for a reverse merger to happen?
The SEC requires that the smaller company change its name prior to the merger happening. The name of the company acting as the shell must be changed to the private company’s name. The symbol for the shell company is also changed to reflect its new identity. Shares must then be issued to give the new owner controlling interest in the company. An information statement is filed within two weeks of the scheduled closing. The statement, called the 8-K, discloses information on the new leadership, the distribution of the stocks, and audits. Once the reverse merger is complete, the leadership from the private company steps down.
Why would a private company be interested in this?
This option is an attractive option for a private company. This is because the private company desires to go public. The company has the opportunity to be traded publicly on the exchange with its new trade symbol. Availability of the stock on the exchange provides liquidity for the newly formed company, which gives it greater access to cash for use. Those who previously own the company have the option of dumping their shares. The company even has the option of creating more stock through secondary offerings if desired. The stockholders that have the privilege to buy more stock at a set price, and this gives the company greater access to additional capital.
How is value affected?
The value of the stock can either decrease or increase. If investors elect to sell their shares after the merger is complete, then the value will decrease. There may be a lack of confidence in the company or a failure to handle fiduciary matters in a satisfactory manner that is motivating the investors to sell their shares. Low demand for the stock reduces the value of the company’s shares. The private company can preserve the value of their company’s shares by preventing investors from being able to sell their shares before a certain date. In restricting this activity, the stock value cannot dip below a certain level, and investors feel confident in the company. This increase demand in the investor stock.
How long does it take?
Completing the reverse merger process can take up to four months. In some cases, the entire process can be completed in just a few short weeks. The size of the company can impact the speed of the process. If the structure of the company is complex, the process could take longer to complete.
The reverse merger process requires a shell company and a private company to take place. Once the shell company and the private company merge, the newly formed public company has more liquidity and controlling interest in the new entity. A new trade symbol is assigned to the new company. The company’s old leadership is removed and replaced by newly appointed leadership. If the new company can raise the money it needs to remain competitive, then it will remain in business.
What is a reverse merger shell
The reverse merger is a process where a smaller company acquires a larger company. The private company merges with the shell company in order to achieve liquidity. Once the merger process is completed, the new company operates as the private company did prior to the merger.
Why companies go public
There are opportunities for expansion that are more difficult to achieve without broad access to capital. A reverse merger gives the company the opportunity to increase liquidity and further expansion efforts. A private company that goes public has improved liquidity and more access to capital. These things make expansion easier to accomplish.
What is a reverse merger shell?
The reverse merger shell is the public company that is acquired by the private company. This shell company is usually inactive and has limited operational activities. The public company is usually recommended by a broker. It can even be discreetly advertised in a publication. The shell company can have a stellar history or have a mixed history. Once the reverse shell is identified, it is audited and researched to ensure that is the proper fit for the merger.
What happens to the shares after the merger is complete?
There are several outcomes for shares once the merge is complete. The private company may trade its shares in exchange for shares of the shell company. Investors of the private company can choose to liquidate their shares if they have decided to discontinue involvement with the new public company. There are scenarios where the shares have to be canceled in order to complete the reverse merger transaction. The number of shares may have to be reduced to raise the value of the shares.
What are some of the issues that arise during a reverse merger?
There are issues that can occur with any type of merger. Investors can prematurely dump their shares and decrease the overall value of the shares. The company can also receive a lukewarm response once it has been introduced to the public. This response may mean it is difficult for companies to attract investors because of the means used for the company to go public. Additionally, the company may have liabilities it could be responsible for if the shell company wasn’t properly vetted. The liabilities from the shell company then become the responsibility of the private company.
How do companies choose a shell?
A shell company should be thoroughly researched prior to selection. Brokers often help guide the selection process. During the research process, the company is evaluating the shell to make sure that it has a successful track record. For example, the company should have consecutive years of millions in revenue posted. The financial track record of the company is one of the single most important factors used in evaluating a shell company.
How long does the process take?
The entire process can be completed in a matter of months. In some scenarios, a reverse merger can be completed in several weeks. Simple mergers can be completed in only 30 days. The company doesn’t have to worry about raising capital to aid in going public, so the process takes less time to complete. There isn’t as much time put into creating value for the stock in comparison to the IPO process. This is another factor that reduces the time it takes to make a company public.
Leadership during transition
The leadership from the public company usually changes during the merger. The leadership from the private company replaces the old management team at the shell company when the merger occurs. In the Form 8-K, the new leadership is outlined.
The reverse merger can be completed in several weeks. Carefully vetted shell companies reduce risks for the private company pursuing a merger. Once the merger is complete and all of the necessary paperwork is filed, the company’s stock can now be traded publicly on the exchange.

A reverse merger shell company is a company with no existing operations, either with no actual assets or with assets only in cash. It is required to register under the Securities Exchange Act of 1933 or the Securities Exchange of 1934. A reverse merger occurs when controlling interest of a private company is shifted to a public company, with the public company serving as a shell to the private company. This is an attractive option for a private company looking to go public, as it gives them access to better liquidity and capital. The reverse merger process can take up to four months, depending on the size and complexity of the company.

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