Category A
Private-to-Public Company Financing
Financing for private companies pursuing a path to become publicly traded or publicly reporting.
- Principal Capital
- Collateral-Based
- 6–12 Month Terms
- Case by Case
Overview
Financing for a private company pursuing a transaction or process to become publicly traded or publicly reporting — including a reverse merger, direct public offering, Form 10 registration, exchange listing, OTC quotation, or another going-public transaction. Proceeds may be used for documented transaction expenses, audits, legal and regulatory costs, working capital, acquisitions, or closing-related obligations.
What Proceeds Cover
- Audit and PCAOB accounting fees
- Securities counsel and regulatory filing costs
- Transfer-agent and registrar fees
- Working capital through the closing period
- Acquisition or closing-related obligations
- Exchange or quotation application costs
When This Applies
Most people arrive here from a search, in the middle of something. These are the situations this category exists to answer.
The closing date is fixed and the costs land first
Audits, securities counsel, transfer-agent work, and filing fees are all payable before a going-public transaction produces anything. A company with a signed letter of intent and a real closing date can be entirely solvent and still be short at exactly the wrong moment.
The capital raise is real but sequenced after the listing
Investors have committed subject to the company becoming publicly reporting. That is a defensible position for them and an impossible one for the issuer, because the work that satisfies the condition has to be paid for first.
A conventional lender has no framework for a pre-revenue issuer
There is often no operating history to underwrite, and the value being created is a registration rather than a receivable. A collateral-based structure evaluated against authority to pledge and a documented exit source can be assessed where a cash-flow test cannot.
How It Is Structured
The same four things decide whether a transaction in this category can be done, and in what order they are established.
Threshold items come first
Authority to transact, clean collateral, and a documented repayment or exit source. If any of the three is missing, nothing after it matters, and we would rather establish that in the first conversation than the fourth week.
Proceeds are documented, not general
Funds are tied to identified transaction costs. That is what makes a pre-revenue borrower assessable at all: the use is verifiable even when the business is not yet producing cash.
Collateral is secured before closing
UCC filings, pledge agreements, and transfer-agent instructions are put in place as part of documentation. Lien position is confirmed rather than assumed.
Repayment is tied to an event, not to a forecast
The exit is usually the raise that follows the listing, a scheduled receivable, or a refinancing. It has to be identifiable and documented before terms are discussed.
Indicative Structure
| Facility size | $100,000 — $500,000 indicative; larger considered case by case |
|---|---|
| Term | 6 to 12 months |
| Position | Senior secured, subject to lien review |
| Structure | Equity, secured bridge, or counsel-reviewed convertible note |
| Repayment | Interest-only with balloon, or amortising |
| Conditions | Diligence, legal review, collateral review, definitive documentation, and closing conditions |
All transactions remain subject to diligence, credit or investment approval, legal review, collateral review, and closing conditions.
Collateral Considered
- Company assets under a UCC filing
- Pledged equity in the operating entity
- Founder or insider stock, subject to review
- Accounts receivable
- Personal or corporate guaranty
- Control agreement over a deposit account
Senior liens, priority, and enforceability are reviewed during diligence.
Model a scenario against this collateralTransactions We Finance Here
Each of these has its own page covering structure, collateral, what we look for, and what commonly stalls one.
Reverse Merger Financing
Capital for private companies becoming publicly traded through a reverse merger, covering transaction expenses, audits, and closing obligations.
Read moreForm 10 & Direct Public Offering
Financing for companies becoming publicly reporting through a Form 10 registration or a direct public offering, rather than through a merger.
Read more
Common Questions
If your question is not here, a short call is usually faster than an email thread.
Ask directlyDo we have to be public before you will look at a transaction?
No. This category exists specifically for the period before a company is publicly traded or publicly reporting. What matters is that a going-public transaction is actually under way and documented — a signed letter of intent, an engaged auditor, or a filed registration statement — rather than intended.
Will BlackWolf provide the shell or introduce us to one?
No. BlackWolf lends and invests its own capital as a principal. It does not source shells, act as an agent or underwriter, and does not place or distribute securities for others.
What if the going-public transaction does not complete?
That is why repayment cannot rest on the listing alone. A second, documented source — a receivable, a committed raise, an asset sale, or a refinancing — is part of underwriting rather than a contingency discussed afterwards.
Can proceeds be used for general working capital?
Working capital through the closing period is a documented use. Open-ended general corporate purposes are not, because the verifiability of the use is what makes a pre-revenue borrower assessable.
How does a convertible structure affect our capitalisation?
Any conversion mechanics are counsel-reviewed and documented before closing, and the effect on the capitalisation table is modelled as part of that review. BlackWolf does not use a structure that its own counsel and yours have not both examined.
What Happens Next
Submitting a transaction starts a review, not a commitment. This is the sequence that follows.
Submit Intake
Provide a brief overview of your financing needs.
Initial Review
Our team reviews the opportunity and confirms alignment.
Confidential Discussion
We evaluate structure, collateral, and objectives.
Structured Solution
Where there is a fit, we outline a tailored path forward.
Submission of information does not create a commitment to lend or invest.
What to Have ReadyDocuments commonly requested during review. Nothing here is needed to submit.
Corporate
Establishes who you are and who can sign.
- Certificate of incorporation and current bylaws or operating agreement
- Current capitalisation table, including options, warrants, and convertible instruments
- Officers, directors, and holders of more than five per cent
- Board or member authority to incur debt and pledge assets
Financial
Shows what the business does and what it can carry.
- Last two years of financial statements, audited where they exist
- Current-year interim statements
- Existing debt schedule with maturities and security
- Accounts-receivable ageing, where receivables are part of the picture
Transaction
Describes what the money is for and how it comes back.
- Letter of intent, merger agreement, or registration draft, as applicable
- Use of proceeds, itemised
- Repayment or exit source, with its expected timing
- Counsel, auditor, and transfer agent engaged on the transaction
Collateral
Establishes what secures the facility and who else has a claim on it.
- UCC search results and any existing lien or security filings
- Valuation, appraisal, or ageing supporting the collateral's value
- For pledged securities: share certificates or book-entry position, and the transfer agent's requirements
- Any lock-up, pledge restriction, or shareholder agreement that touches the collateral
If This Is Not Quite It
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Not Ready for the Full Form?
Tell us who you are and what you are financing. We will read it and reply.
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Submit a Transaction for Preliminary Review
Send company information, requested amount, use of proceeds, repayment source, available collateral, desired closing timeline, and any proposed equity or conversion mechanics.