Question 1

What is a public-company platform?

Accepted Answer

It is a corporate structure — an entity with registered securities, audited financial statements, a governance framework and ongoing reporting obligations — that a business operates inside of. The platform is infrastructure. What matters is what the business does with it: acquisitions, capital-markets access, and building enterprise value.

Question 2

Is this the same as an IPO?

Accepted Answer

No. A traditional IPO is an underwritten offering of securities to the public, typically involving investment banks, a registration statement and a marketing process. The structures we most often evaluate do not involve an underwritten offering, though they carry their own regulatory requirements and risks.

Question 3

What is a reverse merger?

Accepted Answer

A reverse merger is a transaction in which a private operating business combines with an existing public or reporting entity, with the private company's shareholders typically ending up holding the majority of the combined company. Reverse mergers carry meaningful risks, including undisclosed liabilities in the vehicle, dilution, illiquidity and regulatory scrutiny. Diligence on the vehicle is essential.

Question 4

What is an OTC reporting company?

Accepted Answer

It is a company whose securities are quoted on OTC Markets and that files reports with the SEC. Being a reporting OTC company establishes an audited filing history, but it is not an exchange listing and does not confer exchange-level liquidity, coverage or institutional access.

Question 5

Can I remain in control?

Accepted Answer

In many structures, existing ownership retains a majority economic position and management continues operating the business. However, a public company answers to a board with independence requirements, to shareholders and to regulators. Control in a public company is never identical to control in a private one, and that difference should be understood before a transaction.

Question 6

Can I use the public company to acquire other businesses?

Accepted Answer

Potentially. A properly structured public company may be able to use equity as part of the consideration in acquisitions, alongside cash, debt and seller financing. Whether a specific seller will accept equity depends on liquidity, valuation, lockups and negotiation. No acquisition outcome is promised or guaranteed.

Question 7

How much EBITDA should my company have?

Accepted Answer

Our qualification profile is approximately $3M–$25M+ of EBITDA with consistent cash flow. Below that range, the ongoing cost and management burden of being public is frequently unjustifiable relative to the benefit.

Question 8

Do I need audited financials?

Accepted Answer

You will need them. You do not necessarily need them on day one of a conversation, but the transaction path requires audited financial statements — PCAOB-audited where applicable — and financials that can withstand diligence. If an audit would surface material problems, that is something to resolve before, not during, a transaction.

Question 9

How long does the process take?

Accepted Answer

It depends entirely on the pathway, the condition of the company's financial records and the diligence findings. An audit alone can take months if the accounting has not been maintained on an audit-ready basis. We do not quote a universal timeline, because a fast timeline that produces a compliance problem is not a good outcome.

Question 10

What happens if I don't qualify for an exchange?

Accepted Answer

Then you do not list on that exchange. Exchange approval is not automatic and is not within Intertech's control. A company may operate as a reporting company, continue building financial history and scale, and revisit exchange eligibility later — but eligibility is never guaranteed.

Question 11

Does becoming public guarantee access to capital?

Accepted Answer

No. Being public may broaden the set of financing tools potentially available to a company, but investors are not obligated to fund anything. Access to capital depends on performance, market conditions, investor demand, liquidity and many factors outside anyone's control.

Question 12

Does Intertech raise capital?

Accepted Answer

No. Intertech Capital LLC is not a registered broker-dealer, investment adviser or municipal advisor. It does not effect securities transactions, solicit investors or receive transaction-based compensation for the sale of securities. Where capital-raising or securities activities are contemplated, appropriately licensed parties are engaged.

Question 13

Is a public listing guaranteed?

Accepted Answer

No. No listing, valuation, share price, financing, acquisition, return or other outcome is promised or guaranteed. Any listing or continued listing on Nasdaq, NYSE, OTC Markets or another venue is subject to applicable requirements and approval by the relevant venue.

Question 14

What are the ongoing costs of being public?

Accepted Answer

Recurring costs typically include audit and accounting fees, securities counsel, transfer agent and edgarization costs, directors' and officers' insurance, independent director compensation, and internal accounting capacity to meet filing deadlines. These are permanent operating costs and should be modeled honestly before a transaction, not discovered afterward.

Question 15

What are the risks?

Accepted Answer

They are significant: undisclosed liabilities in a public vehicle, dilution, illiquidity in thinly traded securities, share-price volatility unrelated to operating performance, regulatory and enforcement risk, litigation exposure, the cost and distraction of compliance, delisting risk, and potential loss of capital. Independent securities counsel should review any proposed transaction.

Question 16

What professionals will be involved?

Accepted Answer

Typically securities counsel, a PCAOB-registered audit firm, tax advisers, a transfer agent, an EDGAR filing agent, and — where an offering or securities activity is contemplated — appropriately licensed parties. Intertech coordinates that group; it does not replace it, and clients should retain their own independent advisers.

Question 17

How does an exchange approve the combined company?

Accepted Answer

The combined company must satisfy the exchange's applicable initial listing standards, which commonly address financial metrics, share price, public float, shareholders of record, corporate governance and board and audit-committee independence. The exchange reviews the application and makes its own determination. Approval is discretionary and is never guaranteed by Intertech.

Questions Worth Answering Before the Phone Call.