What differentiates an APO from a reverse merger is the simultaneous PIPE raise.  A PIPE is when a publicly traded company sells its stock to investors in a privately negotiated transaction.  The stock is normally sold at a discount to current market value and investors are normally acquiring unregistered “restricted” stock.  The typical PIPE investor is an institutional investor such as a hedge fund or mutual fund.  Investment banks or licensed broker dealers act as the “Placement Agent” in the PIPE transaction.

An APO is a quick transaction when compared to an Initial Public Offering (“IPO”).  At the closing of an APO, the public shell and private company sign merger documents and the attorney’s complete the reverse merger; file a Super 8K with the Securities and Exchange Commission (The “SEC”) within four business days, which is the required public disclosure of transaction.  The attorney will also file a registration statement with the SEC to register the PIPE shares; release PIPE funds from escrow; and issue a press release announcing the completion of the transaction.  The company’s stock now begins trading on the OTCBB under its new name, reflecting the new valuation.

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