Bevilacqua PLLC

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The Reverse Merger: Considerations for Struggling Microcap Operating Listed Public Companies and Private Companies Seeking to Become Public
by Joseph J. Kaufman

A reverse merger with a well-financed, preferably profitable private company can be a lifeline or exit strategy for owners of a microcap operating listed public company having difficulty in remaining a going concern. At the same time, a reverse merger with a struggling listed public operating company can be a more feasible alternative to an IPO or direct listing for a microcap private company seeking to raise capital from investors.

As outside U.S. securities law counsel in several recent reverse merger transactions, we have insights into the process and certain legal and strategic considerations for companies that may benefit from a reverse merger. This article shares several of these insights.

https://www.bevilacquapllc.com/blog_/the-reverse-merger-considerations-for-struggling-microcap-operating-listed-public-companies-and-private-companies-seeking-to-become-public

We congratulate our client, Asset Entities ( : ), on their announced merger with Strive Asset Management to form what is expected to be the first publicly traded asset management Bitcoin treasury company.

This strategic combination represents an ambitious step forward in reshaping corporate Bitcoin adoption, with a focus on long-term value creation for shareholders.

It was our privilege to serve as legal counsel to Asset Entities on this transaction.

https://assetentities.gcs-web.com/news-releases/news-release-details/asset-entities-merge-strive-asset-management-form-first-publicly

The IPO Is Dying. Tokenized Equity May Replace It

IPOs are no longer the endgame.

With over $5.3 trillion in private capital sitting on the sidelines and artificial intelligence redrawing market fundamentals at unprecedented speed, many companies are opting to stay private. Public markets have become slower, more rigid, and increasingly misaligned with how modern businesses operate. Since its 2021 peak, IPO activity has dropped more than 80%, suggesting that founders and investors alike are looking elsewhere for liquidity and legitimacy.

https://www.forbes.com/sites/azeemkhan/2025/04/30/the-ipo-is-dying-tokenized-equity-may-replace-it/

Why Is There an IPO Lockup Period and How Long Does It Last?

Every year, newly public companies release billions of dollars' worth of insider-held stock onto the market, but not immediately after their initial public offerings (IPOs).

This delay is because of the IPO lockup period, a strategic pause typically lasting 90 to 180 days that prevents company insiders from selling their shares immediately after the company goes public.

https://www.investopedia.com/ask/answer/12/ipo-lockup-period.asp