1.1 Entity Formation / Reorganization

Incorporate or redomicile into a U.S. legal entity (usually Delaware C-Corp). Secure EIN, registered agent, and bank account.

🇺🇸 Corporate service provider, U.S. securities attorney, accountant

1.2 Initial Legal Review & Structuring

Determine best merger structure (share exchange, triangular merger, or direct takeover). Identify target exchange (OTCQB, NASDAQ, NYSE).

Securities attorney, M&A advisor

1.3 Confidential Information Preparation

Prepare business plan, corporate documents, and pre-audit financials for due diligence.

Internal finance team, financial advisor, attorney

2.1 Identify Suitable Public Shell

Locate a clean SEC-reporting public shell (no debt, no lawsuits).

M&A advisor, law firm, shell provider

2.2 Legal & Financial Due Diligence

Verify compliance, outstanding liabilities, and cap table of the shell.

Securities attorney, PCAOB auditor

2.3 Valuation & Deal Structuring

Negotiate price, share ratio, and control structure (majority ownership by private company).

M&A advisor, investment banker, attorney

3.1 Financial Audit (PCAOB)

Audit last two fiscal years of the private company under U.S. GAAP.

PCAOB-registered CPA firm

3.2 Preparation of SEC Filings

Draft merger documents, disclosure statements, and Form 8-K templates.

Securities attorney, auditor

3.3 Capital Raise (Optional)

If desired, arrange PIPE or Reg D / Reg S private placement to fund post-merger growth.

Broker-dealer, investment banker, attorney

4.1 Signing the Merger / Share Exchange Agreement

Legal merger between private company and public shell. Board and shareholder approval obtained.

Securities attorney, corporate secretary

4.2 Transfer of Control

New management installed, old officers resign, control block transferred.

Attorney, transfer agent

4.3 Super 8-K Filing with SEC

Within 4 business days after closing: file Form 8-K with full audited financials and new company disclosure.

Attorney, auditor

4.4 FINRA Coordination

Apply for name and ticker symbol change, CUSIP update, and DTC eligibility.

Broker-dealer, transfer agent, FINRA liaison

5.1 Corporate Realignment

Rebrand entity, update website, board, and internal governance.

Corporate secretary, IR team

5.2 Market Maker Sponsorship

File Form 211 to resume or initiate public trading (if OTC).

Broker-dealer / market maker

5.3 Compliance Filings

File periodic SEC reports (Form 10-Q, 10-K, 8-K) and maintain good standing.

Attorney, CPA / auditor

5.4 Investor Communications

Launch press releases, investor deck, and roadshows. Maintain investor website.

IR / PR agency, management team

6.1 Secondary Offerings

Conduct follow-on equity offerings (Reg A+, S-1 shelf, or PIPEs).

Investment banker, attorney

6.2 Up-Listing / Exchange Upgrade

Transition from OTC to NASDAQ or NYSE American once requirements are met.

Attorney, auditor, broker-dealer

6.3 Institutional & Retail Investor Relations

Strengthen liquidity, analyst coverage, and institutional partnerships.

IR agency, investment banker, PR team

Securities Attorney

Legal structure, SEC filings, compliance

All phases

PCAOB Auditor

Financial audits, GAAP conversion

Phase 3–5

Broker-Dealer

Trading, Form 211, capital raise

Phase 4–6

M&A Advisor / Banker

Shell sourcing, negotiation, valuation

Phase 2–4

Transfer Agent

Share registry, ticker update

Phase 4–5

IR / PR Agency

Investor communication, media strategy

Phase 5–6

Corporate Secretary / Service Provider

Incorporation, compliance filings

Phase 1–5

Financial Advisor / Accountant

Pre-audit setup, modeling

Phase 1–3

Market Maker

Initial trading sponsor

Phase 5

Shell Provider / Consultant

Identify clean shells

Phase 2

Initial structuring & due diligence

3–5 weeks

Audits & SEC filings

4–8 weeks

Merger execution & filings

2–3 weeks

Post-merger integration & trading start

2–4 weeks

→ Total estimated process: 3–4 months (well-prepared)