Go-public advisory: direct listings, reverse mergers and IPOs

Let's take your company public.

Meraki Partners is a go-public advisory firm. We take private companies public through direct listings, reverse mergers and IPOs. Going public amplifies the four levers every company grows by: capital, talent, opportunities and acquisitions. With 17 companies taken public, we help you work out whether it makes sense for you, then get you there.

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17 companies taken public, several of them our founder's own
About 30 private placements and public offerings structured
11 · 4 · 2 direct listings, reverse mergers, IPOs
Three routes

Every path to public, planned around you

There are three ways to become a public company. We've done all three: 11 direct listings, 4 reverse mergers and 2 IPOs.

Direct listing

You register your shares and they begin trading, usually on the OTC market, with the option to move up to a larger exchange later (more on the OTC market below). No investment bank is needed, and the outcome depends on meeting published requirements, not on someone choosing you. Typically about 10 months, with the raise running alongside.

Reverse merger

Your company merges into an existing public company. It's the fastest route, typically 5 to 6 months, but you inherit that company's history, so careful diligence is essential.

IPO

An investment bank sells your shares to its clients, and you land on a senior exchange like Nasdaq or the NYSE. It raises money at listing, but a bank has to agree to take you on, and few will for smaller companies.

The right route depends on your stage, goals, timing, capital needs, the condition of your financial records, and what's available in the market. We plan the strategy and the path around you, not around a default.

The OTC market

Starting on the OTC market, and moving up

Most of our clients start on OTCQB, the venture market run by OTC Markets Group, and many owners have questions about it. Here are straight answers.

Why start there

The requirements are within reach for a growing company: a PCAOB audit, 50 shareholders and a 10% public float. Nasdaq and NYSE American ask for $15 million of unrestricted public float, a $4 share price and 300 to 400 public shareholders. Starting on OTCQB lets you become public now and move up when you qualify.

What you get on day one

A public share price, audited disclosure anyone can check, and stock you can use to hire, partner and acquire. Those are what strengthen the four levers, and they work from the first day of trading.

Trading volume

Early trading is usually light, and that is normal. The value comes from using the levers, not from daily trading. Volume tends to build as you add shareholders, report results and communicate with investors.

Reputation, and moving up

OTCQB is a reporting tier: companies must stay current in their SEC filings, have audited financials and verify their status each year. We keep clients away from paid stock promotion. When you meet a larger exchange's requirements, we plan the uplisting; the company in the example above moved up to Nasdaq.

More detail: how to go public on the OTC market and what it takes to move up to Nasdaq.

A real example

From a $3.5 million listing to a $240 million sale.

When this company went public, it had about $1.5 million in revenue and a starting valuation of $3.5 million. The founder raised about $100,000, mostly to build the shareholder base it needed to start trading.

Over the next seven years he made three acquisitions as a public company. One added technology. One did not work, and he closed it. The third took hold. He sold the original business, put the proceeds behind the one that was working, moved the company up to Nasdaq, and sold it for $240 million in cash.

The business that sold was not the business that went public. The listing is what let him buy his way into it. It is the best outcome we have seen, not a typical one.

$1.5M

revenue when the company went public

$3.5M

starting valuation

7 yrs

growing as a public company

$240M

all-cash acquisition

How we help

How it works

Four steps. Every step is optional and agreed in writing before it starts. You can stop after any step and owe nothing further.

1

Plan: The Four Levers Program

Most founders start here. Four one-to-one working sessions and a written playbook built around your company: a straight verdict on whether going public belongs in your plan now or later; which route and which market; your first raise, outlined; and a 90-day action list. About 30 days. $10,000, fixed, and nothing owed after. Read about the program. If you already know you want to go public, you can move straight to the raise or the listing.

2

Raise

If the plan calls for a raise, we prepare the company and coach you through it: corporate structure, cap table, financial records, governance, the offering, investor materials, data room, compliance and an outreach plan. Then you run a private placement from your own network, sized to your next milestone at a valuation you can support. $15,000, fixed, with 90 days of support, and only if we both think you're ready.

3

List

With the capital and shareholders in place, we manage the process of becoming a public company by whichever route fits: a direct listing, a reverse merger or an IPO. We bring in and coordinate the auditors, securities lawyers and other specialists, and keep the whole sequence moving. Typically $8,000 to $25,000 a month plus equity, agreed in writing, so we do well only if you do.

4

Build

Once you're public, ongoing strategic advice whenever we're needed: acquisitions, hiring with stock, partnerships, capital strategy, investor communication, and moving up to a larger exchange when it makes sense. A monthly fee plus options. This is where most of the value gets created.

What it costs. The Four Levers Program is $10,000, fixed. Raise-Ready, if you go on to it, is $15,000, fixed. Listing is typically $8,000 to $25,000 a month plus equity, depending on the route and the work involved, and building is a monthly fee plus options, each agreed in writing before it starts.

These costs buy the audited, public disclosure that makes customers, lenders, partners and sellers comfortable dealing with you.

Third-party costs are additional and paid directly to those providers: accounting, audit, legal, stock exchange, transfer agent and filing fees. We'll estimate them once we've seen your financials. As a guide, they typically run:

  • Direct listing: $300,000 to $500,000
  • Reverse merger: $400,000 to $600,000
  • IPO: $600,000 or more, before underwriting commissions

Staying public typically costs about $200,000 to $500,000 a year on the OTC market and $600,000 to $1 million or more on Nasdaq, for audits, legal, filings and investor communication. The point of the plan is to use the four levers enough that this cost becomes inconsequential next to what the company gains.

You don't need this money sitting in the bank. In almost every case, the private placement in step two is structured so you and your team can raise capital from your personal and professional networks to cover these costs, often with growth capital on top, and sometimes capital for acquisitions too. Your own outlay is the plan and the preparation. The people who already know you pay for the rest.

If your raise falls short, you can stop there. You owe nothing further, and no equity has been issued to us.

Before you call

What you should know before you contact us

The first step is a fixed fee. After that, we’re paid monthly plus equity

The Four Levers Program is $10,000 with nothing owed after. If you go on to list, we handle the strategy, advise you at every step, and coordinate your lawyers, auditors, transfer agent and other specialists, and we only do well if your company does well over years.

You raise the first capital yourself, from your own network

We prepare you. We have no investor list, we're not a broker-dealer, and we never contact investors on your behalf.

You get a clear answer on the first call

We'll tell you whether going public makes sense for your company, and what would make it make more sense, then, not after a proposal.

How big do you need to be? There is no minimum revenue or profit to go public; the practical requirement is being able to fund the cost of being public. See how big a company needs to be to go public.

Why us

Who you'd be working with

I'm Joel Arberman. I've worked in capital markets across Wall Street, Bay Street and my own companies. I started as an equity analyst at asset management firms in New York, covering small and mid-cap companies. At 22 I became a partner at a 700-person investment bank, working out of its Toronto office as one of the first analysts anywhere to cover the internet as a sector. Most of my time went to the banking side: valuing companies, finding deals, and helping early-stage companies raise capital and go public. That's where I learned what makes some companies work so much better than others.

Then I did it myself. In 1999 I took my own company public, writing the registration statement myself because nobody would help a company that small. Once our shares traded, things changed fast. A development firm took half its fee in stock. A PR agency took its entire fee in stock. A well-known venture capitalist joined our board for options. And we bought another company entirely with stock. I'd gone public to raise money. What I got was a massive growth advantage.

Since then I've taken 17 companies public through direct listings, reverse mergers and IPOs, several of them my own. I've sat in the founder's chair and stood beside it, and I've had hundreds of conversations with founders about whether they should do this. Often the answer comes down to timing and preparation. When it's right, I stay with you through the building years, because that's where the value is created.

Joel Arberman, Managing Member of Meraki Partners
Why go public

Going public amplifies the four levers every company grows by

Every growing company, in every industry, grows by pulling some combination of four levers: capital, talent, opportunities and acquisitions. A private company can only pay with cash, and strangers can't check it, so each lever stalls at the size of the balance sheet. Becoming public gives your equity a price and a market and makes your company something anyone can verify. That strengthens every lever, and the levers feed each other.

Capital

Investors can see a price, read audited numbers and eventually sell, so capital gets easier and cheaper to raise over time, and lenders can underwrite you. One founder set out to raise $1 million. After preparation, he raised more than $3 million.

Talent

Offer stock with a market value, not a promise, to leaders, directors, advisers and partners. One founder had spent months trying to hire a president who wanted a share of the company. A week after he committed to going public, the candidate accepted options on the same salary and bonus.

Opportunities

Audited financials and public reporting let customers, partners, lenders and suppliers verify you without asking. At a lending fund where our founder was an executive, the best terms it gave went to a publicly listed borrower, for that reason.

Acquisitions

Capital funds the cash part of a deal, the people you attract run what you buy, and sellers and their brokers start calling. Many sellers will take shares they can price and sell over time alongside cash, and because public companies are often valued at higher multiples than private ones, a careful deal can add more value than it costs.

A good test: name three things you would do in the next 36 months that you can't do today. Any company can qualify to go public. The question is whether you would use the levers enough to make the initial and ongoing cost of being public inconsequential. That is what we work out with you.

Who this is for

Find your stage

The playbook is the same wherever your company is based. Where you start changes what matters most.

Scaling Up

You've built a business, and you're not done. Get more access to capital, talent and partners, and become the consolidator in your industry instead of its target.

Building to Buy

Your growth plan runs through acquisitions. Get the capital, team and opportunities that make sellers say yes, with stock as one more way to pay.

Building to Sell

You'd like to sell in the next several years, and you've got five more years of fight left in you. Build a much bigger company first, then sell it, or your shares, on your terms.

Starting Up

You're at the beginning: a new company, or one you haven't incorporated yet. Build with the capital access, talent and opportunities of a public company from early on.

Is going public right for your company? Answer 8 questions and get a straight answer in about 2 minutes. Take the free quiz

Which growth stage are you in? Answer 5 questions to see which levers matter most for your company. Find your stage

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Next step

Let's see if going public makes sense for your company.

Book a Go-Public Fit Call. Tell us where you are, and we'll help you work out whether going public makes sense for you, which route fits and what it would take. No cost, no obligation.

Book a Go-Public Fit Call