Equity Capital Markets

Considering Going Public?

For many privately held companies, going public is a significant milestone in the growth of the business. Access to public markets can allow you to raise virtually limitless capital from a wide pool of investors. It can set the stage for exponential growth both now and down the road.

However, bringing your company to market is not without risks and challenges. Both initial public offerings (IPOs) and alternative public offerings (APOs) involve countless legal and financial considerations.

At The Jin Law Group in New York City, we serve as trusted legal counsel for businesses seeking to pursue public offerings. Our attorneys draw on a wealth of experience in this niche field to help clients strategize the right course of action.

Initial Public Offerings

IPOs are a common way for privately held businesses to access the public markets, but the process is highly regulated by the Securities and Exchange Commission. We help businesses prepare for the in-depth scrutiny of investors and underwriters — as well as the extensive regulatory oversight — that goes along with transforming into a publicly traded company.

Our attorneys provide strategic guidance on:

  • Working with issuers and underwriters
  • Navigating timing and valuation issues
  • Complying with public disclosure and reporting requirements
  • Pursuing secondary market and follow-on offerings
  • Conducting due diligence

Jobs Act Regulation A+ for Small Businesses

Qualifying small businesses can raising capital in public markets and it is exempt from registration with the SEC.

  • Tier 1: Can raise up to $20 million, less the aggregate offering price for all securities sold within the 12 months before the start of and during the offering of securities in reliance on Regulation A.
  • Tier 2: Raise up to $50m, less the same above.
  • Must file an offering statement with the SEC.
  • MUST provide investors with an offering circular/disclosure document – But content is limited than regular IPO disclosures

Alternative Public Offerings

While IPOs remain a vital option for many businesses, they are not for everyone. The expense, time, effort and public disclosures involved in IPOs may undermine your business's needs and goals.

APOs are a more attractive option for many businesses, especially smaller emerging businesses seeking to access public markets. This avenue combines a reverse merger and PIPE financing (Private Investment of Public Entity) to strategically position companies within the public markets. APOs can typically be closed much faster than IPOs, and they avoid the intensive vetting and disclosure processes involved in IPOs.

Reverse Mergers

A reverse merger is a purchase by a private company of the public shell company, in order to go public without doing a lengthy IPO. The private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors after the purchase. The transaction itself can be accomplished within weeks. After the closing, Super 8-K and other securities filings must be done with the SEC.

SPAC

A Special Purchase Acquisition Company (SPAC) is a newly formed corporation by a qualified sponsor/management team for the purpose of raising capital in an IPO in anticipation of identifying and consummating a business combination.

PIPES (Private Investment in Public Equity)

A PIPE deal is the selling of publicly traded common shares or of preferred or convertible security to private investors (such as a private equity), not through a public offering. A PIPE offering may be registered with the SEC on a registration statement or may be completed as an unregistered private placement. Many reverse mergers are done with a simultaneous PIPE deal and the private investor often seeks a registration right in the PIPE deal.

Registered Direct

A registered direct offering or (RD) is similar to a PIPE (Private Investment in Public Equity), except investors receive registered shares of the issuer. As a result, no subsequent registration of the securities issued in the offering is required.

Rights Offerings

Rights offerings are equity instruments similar to warrants that companies can use to raise capital. However, rights offerings usually expire within a much shorter time frame - within a month for rights offerings versus two to five years for warrants and are priced at a discount to the market price of a company's stock.

Crowdfunding

Crowdfunding is a form of alternative financing method, which often is an online platform created by a sponsor company to fund projects or ventures by raising money from a large number of people. The crowdfunding model is based on three types of actors: the project initiator who proposes the idea and/or project to be funded; individuals or groups who support the idea; and a sponsor organization (the "platform") that brings the parties together to launch the idea. It must complies with state and federal securities laws.

China Practice

The Firm represents Chinese companies seeking to raise debt or equity capital in the United States, as well as investment banks and hedge funds seeking to invest in or expand their businesses in China.

Other Securities Transactions The Firm Handles:

  • Private Placements
  • Rule 144A/Regulation S Offerings
  • PIPE Transactions

Learn More

Whether you are considering an IPO, APO or private equity financing, our lawyers can provide the specialized guidance necessary for the success of your business. Learn more by calling 646-863-9110 or contacting our firm online.