Transaction
Reverse Merger Financing
Capital for private companies becoming publicly traded through a reverse merger, covering transaction expenses, audits, and closing obligations.
- Principal Capital
- Collateral-Based
- 6–12 Month Terms
- Case by Case
Overview
A reverse merger takes a private operating company public by combining it with an existing public shell or reporting company. The transaction itself carries real cost well before the company sees any benefit from being public — audits, securities counsel, transfer-agent work, and the closing obligations of the shell.
BlackWolf lends against that gap. We finance documented transaction expenses for private companies pursuing a reverse merger where the collateral position is clean and there is an identifiable source of repayment on the other side of closing.
Because BlackWolf invests its own capital, the decision is made in-house. There is no outside fund or investment committee between your submission and an answer.
Indicative Structure
| Facility size | $100,000 – $500,000 initially |
|---|---|
| Term | 6 – 12 months |
| Pricing | Risk-adjusted, set case by case |
| Fees | Origination points paid at closing; due-diligence and legal fees |
| Security | UCC-1 on assets or receivables where available |
| Equity features | Only if approved by securities counsel |
All transactions remain subject to diligence, credit or investment approval, legal review, collateral review, and closing conditions.
Collateral Considered
- UCC-1 on company assets
- Accounts receivable where available
- Stock pledges, subject to transfer-agent review
- Personal guaranties where appropriate
- Control agreements
Senior liens, priority, and enforceability are reviewed during diligence.
What We Look For
- A signed or advanced letter of intent with the shell
- Clean shell diligence, including Rule 144(i) status
- Authority to pledge the collateral offered
- A documented source of repayment after closing
- Counsel already engaged on the securities work
What Commonly Stalls One
- Undisclosed liabilities or senior liens in the shell
- Incomplete or stale issuer disclosure
- No identifiable repayment source beyond the transaction itself
- Collateral the borrower does not clearly own
- Stock-promotion or pump-and-dump concerns
Common Questions
If your question is not here, a short call is usually faster than an email thread.
Ask directlyDoes BlackWolf provide the shell company?
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.
Can financing close before the reverse merger does?
Frequently, yes — that is the point of a bridge. Proceeds commonly fund the transaction expenses that must be paid before closing. Every transaction remains subject to diligence, credit or investment approval, legal review, collateral review, definitive documentation, and closing conditions.
Will BlackWolf take equity in the combined company?
Equity features, warrants, restricted shares, or conversion rights are considered only if approved by securities counsel. Any such securities are acquired for BlackWolf's own account for investment, not with a view to distribution.
What size facility is available?
The indicative range is $100,000 to $500,000 initially, over a 6 to 12 month term. Amounts outside that range can still be submitted for case-by-case review.
Related Transactions
Form 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 moreExchange Uplisting
Bridge capital for issuers moving from OTC markets to a national exchange, or establishing an initial quotation.
Read moreAcquisition Bridge
Short-term secured capital to close an acquisition on schedule while permanent financing or a planned raise is completed.
Read more
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
Specific to Reverse Merger Financing
What we look at first on this kind of transaction.
- A signed or advanced letter of intent with the shell
- Clean shell diligence, including Rule 144(i) status
- Authority to pledge the collateral offered
- A documented source of repayment after closing
- Counsel already engaged on the securities work
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Not Ready for the Full Form?
Tell us who you are and that you are looking at reverse merger financing. We will read it and reply.
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Submit This Transaction for Review
Send company information, requested amount, use of proceeds, repayment source, and available collateral. Submission of information does not create a commitment to lend or invest.