Building the
Public Vehicle

00:00 “How to go public on the U.S. market 101”—can you imagine that lesson? You can’t learn it. Very few people in the world know how to do it. There are a lot of different components—lawyers, accountants, consultants, and [unclear] people—that make up a bigger pool, but it’s estimated that fewer than 20,000 people in the world actually know how to lead it and take a company from private to listing on an OTC market, a Nasdaq market, or even the New York Stock Exchange.

00:36 The number of listed companies has shrunk significantly from the heyday. It used to be sixteen, maybe seventeen thousand; now we’re looking at just under four thousand. So you’re in rarefied air—and for good reason. It’s good to see that the numbers dropped because there were a lot of B.S. companies out there, people getting taken, and smoke and mirrors. It really comes down to: are you a real company, and is there a real reason to be public other than maybe a bad agenda?

01:12 Going public is a process. It’s almost like a twelve-step program, if you look at it that way. Atlantic Acquisition was a blank-check company, we’ll call it that for now, that we created from nothing. We used a process that we could call a SPAC, which stands for special purpose acquisition company.

01:37 If you follow the documentation on this page, you’ll be able to see how we started it from what’s called an S-1 filing and set it up: what kind of company; the cap table; how many Rule 419 shares we were going to issue, which are a special kind of share; how many founders’ shares we were going to issue; and the overall idea for the company. It was going to acquire another company, obviously, which is the purpose behind a special purpose acquisition company.

02:10 It always starts with a name that is never going to stick around, so we used Atlantic Acquisition. It puts directors and founders in there who usually aren’t going to stay around either. They’re going to be swapped out for the company that is coming in. If you look through the different documents and processes, you’ll see it’s about a thirty-day window to set it up, and it can take three to six months for the approvals from the SEC. Once you’re approved, you’re called effective.

02:47 Once you’re effective, now you have this company. It’s a trading company, but it’s got nothing in it, so it has to find a company to acquire. You exchange the shares in Atlantic Acquisition for whatever company wants to go public. That’s the point of all this. It makes it easier for a small company—maybe doing no revenue but with some assets, or one that has just started, has a million dollars in sales and equipment that makes up some value—and wants to raise capital.

03:20 People often think they need to be worth fifteen or twenty million dollars. You can be worth nothing and still be listed. It gives you an opportunity to go get money because you get a whole different audience willing to invest. This is the Reader’s Digest version of how you go public. This is step one from scratch. You can also reverse into a company that already exists—that’s a different story—but this is the best way to do it. That way, all the shares, stock, notes, and everything you’re going to do are clean. You have complete control of it.

03:54 We used this particular one for a very big company, and that’s going to be in the next Tombstone coming around the corner. Check the link below. Any questions, always feel free to drop me an email. There’s a contact on this page someplace, I’m sure of it. Enjoy. Go public or go home.