How Companies Go Public: Comparing IPO, DPO, S-1, Regulation A & Reverse Merger Pathways

Companies seeking access to capital, liquidity, and market visibility have several pathways to becoming publicly traded. The most common methods include Initial Public Offerings (IPOs), Direct Public Offerings (DPOs), Form S-1 registrations, Regulation A (Reg A/Reg A+) offerings, and reverse mergers or SPAC combinations. Each pathway involves distinct regulatory requirements, costs, timelines, and levels of complexity.

Initial Public Offering (IPO)

Initial Public Offerings or IPOs involve the sale of securities to the public through an underwriter. Companies selecting this path undergo extensive due diligence, PCAOB audits, corporate governance upgrades, and an SEC review of a Form S-1 or F-1 registration statement. IPOs remain the most widely recognized method of going public and enable listing on Nasdaq, the NYSE, or the NYSE American.

Direct Public Offering (DPO)

A DPO allows a company to sell securities directly to investors without underwriters. Although DPOs still require an S-1 registration statement or a Regulation A Tier 2 Offering filing with the SEC, they offer a lower-cost alternative for issuers with established investor interest or strong participation in private placements. DPOs are commonly used for companies seeking a quotation on the OTC Markets.

Form S-1 Registration for Selling Stockholders

Some companies use a registration statement, Form S-1, solely to register outstanding securities held by selling stockholders for resale, without conducting an offering. This method allows companies to become reporting issuers and obtain a ticker symbol from FINRA for OTC Markets quotation while avoiding the cost and complexity of an underwritten IPO.

Regulation A  (Tier 1 or Tier 2)

Regulation A enables companies to raise up to $75 million without a traditional IPO. Tier 2 offerings, which preempt state blue-sky laws, can result in trading on OTC Markets or a national exchange following qualification by the SEC.

Reverse Mergers & SPACs

A reverse merger occurs when a private company merges into an existing public company. SPACs (special purpose acquisition companies) operate similarly but are formed to acquire private companies for public listing. Both methods provide fast market entry but require enhanced due diligence and careful disclosure to avoid shell-related risks.

If you are considering taking your company public or would like to speak with a Securities Attorney, Hamilton & Associates Law Group, P.A. is ready to help. Our Founder, Brenda Hamilton, is a nationally known and recognized securities attorney with over two decades of experience assisting issuers worldwide with going public on the Nasdaq, NYSE, and OTC Markets. Since 1998, Ms. Hamilton has been a leading voice in corporate and securities law, representing both domestic and international clients across diverse industries and jurisdictions. Whether you are taking your company public, raising capital, navigating regulatory challenges, or entering new markets, Brenda Hamilton and her team deliver the experience, strategic insight, and results-driven representation you need to succeed.

To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected].

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E Palmetto Rd, Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com