Mina Mar Group

Blank-check company is development stage company without specific business plan or purpose or that has business plan to engage in a merger or acquisition with an unnamed company. These type of companies are bound by Securities and Exchange Commission Rule 419 to protect investors therefore they may be subjected to additional requirements if they are registering securities for public offering. Because SEC views them as penny stock  or microcap stock there is more rules and restrictions imposed upon them. For instance blank-check companies are not allowed to use Rule 504 of regulation D that exempts companies from registration of securities for offerings up to $1 million. Companies are also required to fully disclose all terms and condition of the offering. Popular type of blank-check company is special purpose acquisition company (SPAC), created to pull funds in order to finance merger or acquisition within certain time frame. It is publicly listed company that rises money...

In February 2019 Securities and Exchange Commission voted to propose a new Securities Act Rule 163B that would permit any issuer to engage in oral or written communication with potential investors that are, or are reasonably believed to be, qualified institutional buyers and institutional accredited investors either prior or following the filing of registration statement. This means the expansion of the JOBS act, which created Section 5(d) of Securities Act that permits only emerging growth companies to engage in communication with investors prior or following the filing the registration statement of the offering. Companies that have more than $1 billion in annual revenues cannot qualify as emerging growth companies and use the benefit of "test-the-waters" provision. The new rule will extend it beyond EGC to all issuers, including investment company issuers. The proposal from the SEC follows action taken by The Division of Corporate Finance in July 2017 to allow all ...

NASDAQ or the National Association of Securities Dealers Automated Quotations is an American stock exchange, second largest stock exchange in the world after New York Stock Exchange (NYSE) in terms of market capitalization. It was founded in 1971 as the world's first electronic stock market. In 2006 Nasdaq changed its status from a stock market to a licensed security exchange. With approximately 3,900 listings Nasdaq has market capitalization of around $10 trillion from various industry sectors like technology,  telecommunication, healthcare and financials. Nasdaq's normal trading sessions are between 9:30 a.m. and 4:00 p.m. Eastern Standard Time and offers quotes at three levels. The Nasdaq stock market has three distinctive tiers: The Nasdaq Global Select which consist of U.S. based and international stocks that represent the Global Select Market Composite. It has the most stringent financial and liquidity requirements. The Nasdaq Global market includes stock that...

Due diligence is defined as investigation or audit that reasonable business and person undertakes before potential investment or before entering an agreement to confirm all facts. Most investor are doing research before buying a security but due diligence can be done by a seller who investigates buyer's capability to complete the purchase. After the Securities Act of 1933 due diligence become common practice in United States when brokers and dealers became responsible for disclosing all relevant information about securities they were selling or they will otherwise be accountable and liable for prosecution. This put brokers into sensitive position where they could be unfairly prosecuted. In response creators of the Act set rule that says if broker performed due diligence when investigating companies whose securities they are going to sell and disclose that information to the public they are not held accountable. Not only prospective investors perform due diligence but also ...

Mergers requires at least two companies consolidating. After board of directors approve combination they seek shareholders approval if merger has material impact on either company. Result is that acquired company becomes the part of acquiring company. Stockholders may receive stock, cash or combination of the both. In stock for stock agreement between companies they agree to exchange shares on set ratio where post merger price will depend on the market condition and assessment of new companies chances for success. In cash for stock deal acquiring company agrees to pay certain amount for every share of the target company and in response price of the stock will usually rise while the price of acquiring company slightly falls. On the other hand reverse merger is more type of acquisition because one private company buys a public shells company in order to circumvent costly, lengthy and complicated process of initial private offering (IPO). After the exchang...

Another type of financing beside debt is equity financing. Equity financing means that business raise money through investor by selling the part of the ownership of the company. What motivates investors to get involved is their belief in company's potential and massive return on their investment in the future. It is also called risk capital because return is only possible if the enterprise produces sufficient revenues for that purpose. Equity financing has wide array of capital sources and here are some of them. Private investment from friends and family - you may think this is the easiest way to raise money because you will contact people that you know and it is likely that they want your business to succeed and they require less material preparation. Ownership sharing may or may be not required and many will enter into agreement through the use of promissory note. Usually people don't have large amount of money to invest in business so it is not very usual to secure...

There are different method to take your company public in Canada: initial public offering, reverse takeover, and direct listing. There are several advantages and few disadvantages of reverse takeover (RTO) over initial public offering (IPO).  An IPO requires a preparation, filing and clearance of prospectus which is subject of review and approval by the securities exchange commission. Disclosure document for RTO includes prospectus level disclosure with respect to the private company. In addition disclosure documents relation to RTO transaction will not be subject to review by commission. Private company will undergo due diligence and disclose information which  it has not previously  made public, including three years of audited financials. The private company will also need to conduct due diligence  of the public company to ensure that it is not inheriting any material unknown or unforeseen liabilities and that public company is up to date wi...

Reverse takeover is transaction in which public company listed on a stock exchange in Canada with few or without assets (often referred as shell company) acquires all securities of a private company with a significant assets and operation. It is considered a less expensive and time consuming alternative to initial public offering (IPO). This way public companies acquires all securities of public company and it becomes direct or indirect wholly-owned subsidiary. Shareholders of the private company receive shares from the public company  and the operating company's shareholders ultimately acquire a controlling interest in the new, combined company. Shell companies may be created and maintained just for purpose of reverse takeover or it can be existing company, a  reporting issuer that have previously ceased operations, but still maintain their reporting issuer status and usually have the shareholders required to list on a stock exchange. This makes them ideal candi...

Companies that go public on a stockmarket in Canada become a reporting issuer  with one or more of the Provincial Securities Commissions (CSA). The ten provinces and three territories have teamed up to form Canadian Securities Administration and they are responsible  for securities regulation and developing harmonized approach to securities regulation across the country . Reporting issuer is a person or a company who has outstanding securities, has issued securities or proposes to issue security and has filed a prospectus for which receipt has been issued under Securities Act. He is also a subject to the continuous disclosure reporting requirements of Applicable Securities laws in Canada. Companies can become reporting issuers by filing and clearing prospectus. A typical Canadian prospectus  offering is a formal process with extensive  documentation. prospectus must contain full, true and plain disclosure to investors and the public about the compa...

Are you thinking of Going Public in Canada? Are you Seeking Investment for your Products, Services, or a Business Plan? Considering Venture Capital? Or just, a source of ongoing capital to properly grow your business? Canada has a robust capital market, as well as strength in funding growth ventures. Getting access to funding opportunities can be facilitated by becoming a public company on the CSE stock market. Being a Publicly Traded Company provides access to the Canadian Capital Markets and the many pools of Public Venture Capital that are available to emerging companies. It raises your corporate profile and puts you "on the radar" as a suitable investment opportunity for investors.  In Canada, the main choices of going public are the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSX-V), and the CSE - Canadian Securities Exchange.  We invite you to consider the advantages of NEO or CSE as a destination to take your company public. Companies that go p...

Under Securities Act of 1933 any offer to sell securities must be registered with Securities and Exchange Commission (SEC) or meet certain requirements to be exempt from registration. Regulation A+ under Title IV, Section 401 of Jumpstart Our Business Startups Act (JOBS Act) contains rules providing exemptions from the registration requirements. Reg A exemption existed prior to JOBS Act, it principally focused on small companies and had offering limit of $5 million which led to it not being used as much. Additionally issuer registered the offerings in any state in which they planned to sell it. JOBS Act expanded offering limit on $20 million for Tier 1 and $50 million for Tier II offering. With Regulation A companies can raise capital from the public and avoid legal requirements and high costs of traditional IPO. This means it included startup and emerging companies that could bear costs of initial public offering. Tier 2 Offering also called Mini IPO removes individual state ...

When you talk about raising capital usually the first thing that comes to mind is traditional initial public offering (IPO) and even though it is the the good way to rise significant amount of capital. It is especially useful if you want to avoid borrowing money from traditional sources. In the primary offering, when a private company is selling their stock for the first time they get the influx of capital. Most of that capital is used to expand business and improve profitability of the company by investing in research and development of products and services,marketing and advertising, hiring skilled and experienced personnel, buying assets, etc. Being public also opens many financial doors mostly because public companies are under scrutiny and they have to issue quarterly/annual reports and do audits. For example it is easier to borrow additional capital at a favorable rate. Mina Mar Group can help you go trough every stage of the IPO process, from drafting the p...

Reverse merger brings many benefits so it's no wonder that many private companies decide to use it as a means of taking their company public. It is considered less costly and less time consuming alternative to traditional IPO process. The point is that your private company reverse merge into public shell that is already registered with Securities and Exchange Commission (SEC) so you don't have to go trough the whole process again. If you are searching for a public company to buy that is where we can help. Mina Mar Group is the largest small cap, micro cap and nano cap retailer of freshly minted public companies that are already quoted or trading on the OTC market. We offer you a vast inventory of pubco vehicles and we offer full range of services. With a large inventory of public companies and with our network of agents across country which enables us to find the right company that matches your criteria. Part of our full services package is providing you with approved ...

In the first part of the article we mentioned prospectus. To be sure that all information in the prospectus are true and pertinent it is necessary to do due diligence. It will be performed by your accountants and our experts at Mina Mar Group. The business objective, position among competition, management, business plan and performance, financial situation will all be carefully evaluated by MMG. The review process also involves getting information about the customers, vendors and industry sector of the company. As we get more information we will make changes in the prospectus and fill in missing information. The drafted prospectus will be filed and presented by Mina Mar Group to the Securities and Exchange Commission (SEC). As we already mentioned prospectus is standard part of an IPO process. It ensures that important information regarding the issuing securities are disclosed to potential investors. Preliminary prospectus ("red herring") is the first offering docume...

If you have decided to take your company public, that is a great news because it brings many benefits with it like financial benefit from raising capital or increased public awareness of the company. But before you make any step further internal agreement within a company must be accomplished. Top management should present the detailed idea of going public  to the Board of Directors. Once the the idea is approved by the board, the next thing to do is to assemble the suitable team and Mina Mar Group is here to help you. We will acquire the services of security attorney and make  recommendation of an accounting firm who will assist you in auditing financials. Financial statements will be reviewed with care and we will make sure they are in compliance with Generally Accepted Accounting Principles (GAAP).  Agreement between your company and Mina Mar Group will be formalized, outlining plan, process, time, price ranges, fees, size of the offering and other impor...

Is there better way to communicate with your clients and investors than face to face? If you think there isn't than road show might be the answer you were looking for. What are they and why are they so important? Roadshow is series of meetings where representatives of the company give a  presentation about investment opportunity to current and potential investors. Companies have variety of reasons why they conduct road shows. The most common reason for organizing a road show is an initial public offering (IPO), a process when previously private company offers its shares to be publicly traded on stock exchange. Other reasons for a road show include privatization of a government owned company or when a company is when a company makes secondary offering of shares in order to raise more money.  A non deal roadshow (NDR) occurs when executives hold discussion with current and potential investors without offering securities for sale. Main reason for NDR ...

Many companies will consider going public as a next step in their development.  While going public offer number of benefits to a business it can be tricky if you haven't carefully weighted advantages and disadvantages before you started process of going public. Going public is probably the most crucial decision for a company because it will not only affect your financing but also other aspects of your business. Companies that want to go public mostly engage in initial public offering (IPO) process but there are other alternatives for company to go public and trade their share on exchange   e.g. reverse  takeover. Going public offers many benefits to the company but there are also some drawbacks so company's management has to take into consideration many factor before making decision to go public. Pros of going public: There are many reasons why companies go public ant their reasons vary just like the benefits and challenges they fac...

A shell company or shell corporation is a company that doesn't have active business operations in other words it is a company that doesn't make money and doesn't provide clients and customers with services or products. The name itself doesn't describe the purpose of business entity but it classify it according to its role in a particular corporate structure. Shell companies can be formed in more than one way and not all shell companies have the same purpose. To become a shell company interested party must file with the SEC while some other shell companies have previously had operations that shrunk that shrunk due to unfavorable market conditions or other reasons. Also any start-up company that register with SEC is technically a shell company. This type of corporation is legal but it can sometimes be used in illegitimate way. Legal use of shell company has many benefits: Shell companies can be used to hold stock or intangible assets of another business. New ...

Reverse merger is a good alternative to traditional initial public offering. Reveres merger is the acquisition of a public company by a private company when shareholder of a private company purchase control of the public company and then merge it with a private company. In this way lengthy and complex process of IPO is bypassed. Publicly traded corporation is called shell because that company usually doesn't have any assets or net value but only its organizational structure.  What reverse merger does is that it separates the going public process and capital raising function. Is is basically conversion mechanism that turns private company into public company. Raising capital is not priority but benefits that come with being a publicly traded company. This separation is the main reason why reverse mergers has so much benefits. private company doesn't have to hire investment bank for underwriting and marketing the shares the process is less expensive ...

IPO Process The process of taking a company public requires a significant amount of work and knowledge of the reverse merger or IPO process. The assistance of a top team including an experienced securities lawyer is also mandatory for a successful outcome. Mina Mar Group not only manages the entire process, but also provides a competent and proven team of internal & external staff and resources. The Mina Mar Group turnkey process starts with your decision to go public and ends with your company acquiring a ticker symbol and raising capital. Mina Mar Group doesn’t just take you public. We engage stock distribution and investor relations firms to ensure that the offering is distributed far and wide, in order to raise the most capital at the best price for your company. Going Public – The Process 1.Internal company agreement to go public Management will present the concept of going public to the Board of Directors so they may consider the option. Included in this presenta...