Going Public Transactions – Sunny's Playground

GOING PUBLIC

Going public opens access to capital, liquidity, and market visibility. Companies typically achieve public company status through one of five primary pathways: Initial Public Offerings (IPOs), Direct Public Offerings (DPOs), Form S-1 registrations, Regulation A offerings, and reverse mergers or SPAC transactions. Hamilton & Associates Law Group advises issuers through every going-public structure, providing regulatory guidance, drafting, disclosure support, exchange-listing counsel, and complete SEC filing preparation.

Initial Public Offerings (IPOs)

Underwritten or best-efforts offerings filed under Form S-1 or F-1, allowing an issuer to raise capital and list on Nasdaq, NYSE, or OTC Markets.

Understanding IPOs

An "IPO" is the initial public offering by a company of its securities. In an IPO, the company offers and sells stock, most often its common stock, through an underwriter.

Initial Public Offerings | IPO Going Public Attorneys

An Initial Public Offering ("IPO") is often used by a private issuer seeking to go public as part of its going public transaction. An IPO involves filing a registration statement with the SEC.

IPO vs Direct Listings – Go Public Direct

Q: How is going public with a direct listing to the NASDAQ Capital Market different than the traditional IPO listing to NASDAQ Capital Market?

Direct Public Offerings (DPOs)

A company sells shares directly to investors without underwriters. DPOs typically involve an S-1 registration and may result in trading on OTC, Nasdaq, or NYSE.

Benefits of Direct Public Offerings

Direct Public Offerings offer companies control over pricing, lower costs, and the ability to build engaged investor communities while accessing public capital markets.

Tips For Going Public With A Direct Public Offering

Practical tips and best practices for companies planning a DPO, covering legal preparation, investor communications, marketing strategies, and post-offering compliance.

Direct Public Offerings Q&A By Securities Lawyer 101

Comprehensive Q&A addressing common questions about Direct Public Offerings, regulatory requirements, and strategic considerations for issuers.

Form S-1 Registration Statements

The most common going-public route. Explains the S-1 process, PCAOB audits, disclosures, and SEC review procedures.

Going Public Using an S-1

A complete guide to Form S-1 registration statements, including preparation, filing procedures, SEC review timelines, and compliance requirements for companies going public.

Form S-1 Registration Statements – What Companies Need To Know

Essential information about Form S-1 filings, disclosure requirements, financial statement preparation, and navigating the SEC review and comment process.

Form S-1 Registration, Filing and Requirements

Detailed overview of Form S-1 registration process, filing requirements, legal obligations, and best practices for successful going public transactions.

Regulation A (Reg A / Reg A+) Offerings

Tier 1 and Tier 2 offerings that allow companies to raise up to $75 million and obtain public trading without a traditional IPO. Often used to reach OTC or exchange trading following qualification.

Hamilton & Associates Law Group: Regulation A White Paper

Comprehensive white paper covering Regulation A offerings, Tier 1 vs Tier 2 distinctions, testing the waters, ongoing reporting, and strategic advantages for issuers.

Regulation A SEC Reporting Requirements After Qualification

Post-qualification compliance obligations for Regulation A issuers, including semi-annual and annual reports, exit report requirements, and ongoing SEC filings.

Reg A+ Securities Offerings and FAST Act

How the FAST Act expanded Regulation A+ opportunities, including increased offering limits, preemption of state blue sky laws, and enhanced capital access.

Reverse Mergers & SPACs

Companies achieve public status by merging into an existing public entity. Often faster than S-1 offerings but requires enhanced due diligence and shell-risk mitigation.

Going Public: Myths and Misinformation about Reverse Mergers

Debunking common misconceptions about reverse mergers, addressing regulatory scrutiny, and explaining how properly structured reverse mergers provide legitimate paths to going public.

Reverse Mergers After Amended Form 15c-21

Impact of amended Form 15c2-11 on reverse merger transactions, market maker sponsorship requirements, and compliance strategies for shell company mergers.

What is a SPAC?

Special Purpose Acquisition Companies (SPACs) explained, including structure, IPO process, de-SPAC transactions, and regulatory considerations for target companies.

Additional Resources

Ready or take your company public or just want to learn more? Explore more resources below to learn about the full process, strategies, and benefits of going public.

Going Public: Pros and Cons - Going Public Lawyers

https://www.securitieslawyer101.com/2015/06/13/going-public-lawyer-insights/

Going Public Strategies – Going Public Attorneys

https://www.securitieslawyer101.com/2015/02/13/going-public-strategies/

The Going Public Lawyer’s Guidebook – Securities Lawyer 101

https://www.securitieslawyer101.com/2018/09/21/going-public-lawyer-guidebook/

Oh the Places You Will Go When Going Public

https://www.securitieslawyer101.com/2014/09/26/going-public-process/