A reverse merger (also called a reverse takeover or backdoor listing) is a complex process that can only be implemented professionally and legally in the US with a team of specialized experts and licensed partners.
Below you will find a detailed overview of which US professionals and companies are typically involved and what tasks they perform as part of a reverse merger process.
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U.S. Securities Attorneys (Law Firms)
🔹 Role:
The securities attorney is the central legal authority in a reverse merger.
They ensure the entire process is SEC-compliant, handle filings, structure the transaction, and draft all critical documents.🔹 Tasks:
- Conduct legal due diligence on both the private company and the public shell.
- Draft and file SEC documents such as:
- Form 8-K (“Super 8-K”) after merger completion (mandatory disclosure).
- Form S-1 (for re-registration or resale registration, if needed).
- Form 10-Q / 10-K updates, if the shell is already reporting.
- Prepare and review:
- Share Exchange Agreement / Merger Agreement
- Board and shareholder resolutions
- Disclosure schedules
- Lock-up agreements
- Coordinate with FINRA (Financial Industry Regulatory Authority) for name and ticker symbol changes.
- Supervise compliance with:
- Exchange Act (’34 Act)
- Securities Act (’33 Act)
- Regulation S (for international offerings)
- Regulation D / Rule 144 (for restricted shares)
- Handle Reg D private placements, if simultaneous fundraising occurs.
🔹 Typical examples (top firms active in reverse mergers / SPACs):
- Lucosky Brookman LLP
- Sichenzia Ross Ference Carmel LLP (SRFC)
- Pryor Cashman LLP
- K&L Gates LLP
- Loeb & Loeb LLP
- Ellenoff Grossman & Schole LLP
- The Basile Law Firm P.C. (specialized in small/mid-cap RMs)
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🧾 2. PCAOB-Registered Public Auditors
🔹 Role:
All financial statements filed with the SEC must be audited by a PCAOB-registered CPA firm (Public Company Accounting Oversight Board).
Without such an audit, a company cannot become or remain SEC-reporting.🔹 Tasks:
- Audit the last two fiscal years of the private company (per U.S. GAAP standards).
- Provide pro forma combined financial statements for the merged entity.
- Review quarterly financials (10-Qs) post-merger.
- Support the Form 8-K filing with certified financial data.
🔹 Examples:
- Marcum LLP
- BF Borgers CPA PC
- M&K CPAs, PLLC
- Assurance Dimensions
- Warren Averett CPAs
- Deloitte / Grant Thornton (for larger-scale mergers)
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💼 3. FINRA-Registered Broker-Dealers
🔹 Role:
Broker-dealers (BDs) are essential if the transaction involves trading coordination, market making, or resale structuring.
They act as the interface between the newly public company and the capital markets.🔹 Tasks:
- File Form 211 with FINRA to initiate or restore trading of the stock.
- Sponsor the ticker symbol change post-merger.
- Provide market-making services to establish liquidity.
- Conduct or support PIPEs (Private Investment in Public Equity).
- Coordinate Reg D / Reg S placements with institutional or accredited investors.
- Liaise with clearing firms and DTC (Depository Trust Company) for share eligibility.
🔹 Examples:
- Spartan Capital Securities
- Dawson James Securities
- EF Hutton
- Benchmark Company LLC
- R.F. Lafferty & Co.
- Maxim Group LLC
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📊 4. Investor Relations (IR) & Public Relations (PR) Agencies
🔹 Role:
A reverse merger is only the beginning — the post-merger visibility and investor communication determine market success.
🔹 Tasks:
- Develop the post-merger investor communication strategy.
- Issue and manage press releases and media outreach.
- Build investor presentation decks, roadshows, and online profiles.
- Coordinate with IR websites (OTC Markets, NASDAQ).
- Support reputation management and analyst outreach.
🔹 Examples:
- MZ Group
- ICR Inc.
- Edelman Financial Communications
- CORE IR
- PCG Advisory
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🧠 5. M&A Advisors / Investment Bankers
🔹 Role:
They help structure the transaction, source suitable public shells, or arrange the capital raise that often accompanies the reverse merger.
🔹 Tasks:
- Identify and negotiate with public shell sellers.
- Structure deal valuation, share ratios, and control terms.
- Arrange PIPEs or private placements (pre- or post-merger).
- Manage the transaction timeline and coordination.
- Sometimes act as placement agents for investors.
🔹 Examples:
- Benchmark International
- Roth Capital Partners
- EF Hutton (M&A group)
- Maxim Group
- Chardan Capital Markets (SPAC specialists)
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🧮 6. Transfer Agent & Corporate Secretary
🔹 Role:
The transfer agent manages stock issuance, shareholder records, and corporate actions such as ticker changes and share conversions.
🔹 Tasks:
- Maintain the official shareholder register.
- Issue new stock certificates post-merger.
- Coordinate CUSIP and ticker symbol updates.
- Interface with DTC (Depository Trust Company).
- Ensure compliance with SEC Rule 144 and share restrictions.
🔹 Examples:
- VStock Transfer LLC
- Pacific Stock Transfer
- Colonial Stock Transfer
- AST (American Stock Transfer & Trust Company)
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💻 7. Shell Company Provider / Due Diligence Specialist
🔹 Role:
If your firm doesn’t already control a public shell, a specialized firm sources clean SEC-reporting shells and performs due diligence to verify compliance.
🔹 Tasks:
- Identify suitable public shells (OTCQB, OTC Pink, or NASDAQ-ready).
- Verify they are clean (no debt, litigation, or hidden liabilities).
- Conduct background checks on prior management.
- Facilitate the share purchase and control transfer.
🔹 Common specialized firms:
- ReverseMergers.com (Gregory Sichenzia’s network)
- MergerNetwork / DealStream listings
- PubCoFinder.com
- Private OTC facilitators (through legal networks)
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🌎 8. Corporate Domicile & Compliance Specialists
🔹 Role:
Handle the re-domiciling, reincorporation, or foreign qualification of the entity — especially for international companies entering the U.S. market.
🔹 Tasks:
- Incorporate a Delaware or Nevada holding company.
- File foreign qualification in operating states.
- Manage EIN application, registered agent services, and state compliance.
🔹 Examples:
- InCorp Services
- Harvard Business Services
- CT Corporation
- LegalZoom (for small entities)
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📈 9. Accounting & Financial Advisory (Pre-Audit Stage)
Before the PCAOB audit, a financial advisor may assist in:
- Reformatting statements to U.S. GAAP standards.
- Consolidating international accounting (e.g., IFRS → GAAP).
- Assisting with pro forma financial modeling.
- Preparing for auditor review.
🔹 Examples:
- BDO USA
- RSM US LLP
- UHY Advisors
- Moss Adams LLP
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⚙️ 10. Optional — Market Makers & Trading Sponsors
If you’re listing OTCQB or OTCQX:
- A market maker must file Form 211 with FINRA.
- They help initiate trading and maintain liquidity.
Typical Professional Team Composition for an International Reverse Merger
Role |
Type |
Key Deliverable |
Lead Securities Attorney |
Law Firm |
SEC filings, merger structure |
PCAOB Auditor |
CPA firm |
Audited financials |
M&A Advisor |
Investment banker |
Shell sourcing & valuation |
Transfer Agent |
Registrar |
Share issuance & tracking |
Broker-Dealer |
FINRA member |
Form 211, market making |
PR / IR Agency |
Communications |
Investor visibility |
Corporate Secretary |
Admin |
Ticker, CUSIP, filings |
Financial Advisor |
Accounting |
GAAP conversion, modeling |
A professional reverse merger for international startups or SMEs in the US requires a well-established network of legal, financial, technical, and communications specialists.
Only through the collaboration of these experts can the transaction be completed with legal certainty, speed, and capital market readiness.