CPC vs. Reverse Merger

Definitions

A CPC is a publicly traded acquisition corporation that seeks to combine with a private company under a "qualifying transaction" while a reverse merger is a transaction where a publicly traded "shell company" seeks to combine with a private company.  that is structured to comply with strict regulations to enter a "Qualifying Transaction" with a private company. CPCs exclusively trade on the TSX-V in Canada. By contrast, a reverse merger into a publicly traded shell is not a regulated process and comes with significant risk. 

A private company can go public by combining with a CPC or with a shell company in a reverse merger transaction.

How are they different?

A publicly traded shell company exists because an operating company failed and repositions into acquisition-mode, in an effort to salvage shareholder value. Companies that merge into a shell spend cash upfront to acquire control and then cash to clean-up or comply-with the financial and business disclosure requirements set forth by the relevant regulatory authorities. When merging into a shell, the private company assumes all liabilities, contingent liabilities and shareholders of the original company.

A CPC is a creation of the TSX-V in Canada. They are created and operated under strict regulatory and exchange oversight. They are non-operating entities whose sole purpose from creation was to provide a future acquisition target with a clean, fast and easier way to obtain a senior stock exchange listing with access to cash and none of the risks associated with reverse merger transactions.

CPC is a registered trademark of the TMX Group Limited.