Reverse takeover, not IPO: how a company can go public differently

A reverse takeover (RTO) is how a private company becomes a listed one without running an initial public offering: it takes control of an already-listed vehicle, folds its own operations into it, and inherits the public quotation. The two functions an IPO bundles together — going public and raising capital — are separated. We used an RTO to list on Euronext, and we would do it again.

What is a reverse takeover listing, exactly?

In a reverse takeover, a private company acquires a controlling stake in a company that is already quoted on a stock exchange. When the dust settles, the private company’s shareholders own the majority of the combined entity and its management runs the board — even though, on paper, the listed company was the “acquirer.” The direction of control is reversed, which is where the name comes from.

The listed vehicle is frequently a shell: a company that is thinly traded, holds few assets, and has little or no operating activity. The private company supplies the substance — the operations, the people, the assets — and the shell supplies the one thing it cannot easily manufacture itself: a public quotation.

This is not an obscure manoeuvre. The New York Stock Exchange itself, Berkshire Hathaway, T-Mobile US and Burger King all reached public markets through reverse takeovers rather than conventional IPOs. Burger King returned to the NYSE in 2012 by merging into Justice Holdings, a listed shell co-founded by the activist investor Bill Ackman. Berkshire Hathaway — then a failing textile firm — became Warren Buffett’s investment platform the same way.

How does going public via an RTO differ from an IPO?

The cleanest way to see the difference is to remember what an IPO actually does. It performs two jobs at once: it lists the shares and it raises new money from the public, underwritten and priced by an investment bank against live market demand. A reverse takeover unbundles those jobs. You can become listed first, and raise capital later, on your own timetable.

That single design choice cascades into almost every other difference.

The key dimensions of contrast span eight areas. On capital: an RTO often raises none at the moment of listing, while an IPO bundles listing and fundraising together. On timeline: an RTO is typically faster — months, deal-driven — against a year or more of preparation and roadshow for an IPO. On market-timing risk: an RTO is low, since the transaction rests between two private parties; a weak market can force an IPO underwriter to pull the offering entirely. On up-front cost: an RTO is generally lower without an underwriting syndicate; IPO fees cover underwriting, roadshow and a heavier advisory load. On price discovery: terms are negotiated in an RTO rather than book-built against live institutional demand. On reputational starting point: an RTO must overcome the “shell / back-door” association, while a conventional IPO carries a stronger debut signal. And on inherited obligations: an RTO means assuming the listed entity’s history and liabilities, while an IPO gives you a clean vehicle built from scratch.

The structural advantages are real. A reverse takeover is less susceptible to market conditions: because the transaction rests between those who control the public and private companies, a soft window for new issuance has little bearing on whether it completes. Execution is faster, market-timing risk is lower, and the up-front cost is typically smaller than an underwritten IPO. For a company that wants the platform of being public before it wants the capital event of being public, that separation is a feature, not a compromise.

Why does the reverse takeover have a mixed reputation?

Honesty matters here, because the RTO’s reputation is genuinely mixed — and pretending otherwise would be the kind of promotional gloss we try to avoid. The criticism is well founded in places. Because an RTO involves less of the front-loaded regulatory scrutiny of a traditional IPO, it has, historically, been used as a back door — a route that can shelter fraud or mislead investors when the private company has more ambition than substance. There are real disadvantages even for honest operators: reputational drag, the ongoing compliance burden of a public company, and the risk of inheriting the obligations and history of the listed entity you have just absorbed.

Liquidity is the other hard truth. Most companies that come public through a reverse merger spend their early life trading thinly, with little analyst coverage and wide bid-ask spreads; those that cannot maintain their price and filing discipline never graduate to a major board. The mechanism gets you listed. It does not get you respected. That has to be earned afterwards, in quarter after quarter of disclosure.

This is precisely why we treat our own quotation as a starting line, not a finish. You can read how we think about that obligation in why we went public and our thesis on the operator-investor model.

When is a reverse takeover the right tool?

An RTO is the right instrument under a specific set of conditions — and the wrong one outside them. In our reading, it fits when: you want the platform before the raise (if becoming public is itself the strategic asset — permanent capital, transparency, a quoted currency — and you do not need to raise at the moment of listing, the RTO’s separation of listing from fundraising is exactly right); you already have substance (the mechanism is dangerous when used to manufacture credibility out of thin air, but sound when a company with real operations, real revenue and real assets simply needs the quotation); you can carry public discipline immediately (listing without a roadshow does not exempt you from the filing, governance and disclosure obligations that follow); and you intend to do the harder version later (the strongest use of an RTO is as step one of a sequence that ends in the full, scrutinised version — an IPO and a move up to a more senior market).

That last point is ours, lived rather than theorised.

How we did it: Reboost Blockchain Corp. to Pyratz Corp.

We are not writing about reverse takeovers in the abstract. We executed one.

PyratzLabs took control of a company already listed on Euronext Access Paris — formerly Reboost Blockchain Corp. — and renamed it Pyratz Corp. The reverse takeover agreement was signed on 14 February 2026, after the process opened in July 2025, and Euronext approved the operation and resumption of trading as Pyratz Corp. on 29 June 2026. The company trades under the ticker MLPTZ (ISIN FR0013371507) on Euronext Access.

For the record, and to honour our own “platform first” rule: trading resumed following completion of the post-RTO re-listing; the official confirmation is on our Press page.

Why this route rather than an IPO? Because it gave us what we wanted now — a permanent-capital, transparent, public platform — while preserving the founder-operator DNA that makes Pyratz different. Going public, for us, is an acceleration mechanism, not an exit: public discipline, more transparency, and a stronger base from which to keep backing founders in AI, Web3 and tokenisation. We are, on our own reading, among the first early-stage investment firms and venture builders to list in France and probably Europe — and we chose to list into the widespread scepticism that public markets are exhausted. We disagree with that scepticism, and we are putting our own quotation behind the disagreement.

And we are explicit that the RTO is step one. Euronext Access is the first rung. The plan from here runs through a UCITS licence and a first asset-management fund, toward a planned IPO and a move up to Euronext Growth in 2027 — the harder, fully scrutinised version of going public, done deliberately and in sequence. The reverse takeover did not let us skip the IPO. It let us choose when to do one. You can follow the sequence on our going-public page, see the certified post-RTO ownership on shareholders, and read where the capital ultimately goes across the portfolio.

Frequently asked questions

What is a reverse takeover listing?

A reverse takeover listing is when a private company becomes publicly traded by acquiring control of an already-listed company — often a thinly-traded shell — and inheriting its stock-exchange quotation, instead of issuing new shares through an IPO. The private company’s owners end up controlling the combined, now-public entity.

How is a reverse listing different from an IPO?

An IPO lists the company and raises new capital at the same time, priced and underwritten by a bank against market demand. A reverse listing separates those two functions: you become public by taking over a listed vehicle, and you can raise capital later. RTOs are generally faster, less exposed to market timing, and lower-cost up front, but they start with a weaker reputational signal.

Can you go public without an IPO?

Yes. A reverse takeover is the most established way to go public without an IPO: you acquire a controlling stake in a listed company and inherit its quotation. The New York Stock Exchange, Berkshire Hathaway, T-Mobile US and Burger King all reached public markets this way rather than through a conventional IPO.

Why do reverse takeovers have a mixed reputation?

Because they involve less front-loaded regulatory scrutiny than an IPO, RTOs have historically been used as a back door that can shelter weak or fraudulent companies. Even for sound operators they carry real downsides — reputational drag, ongoing compliance, thin early liquidity, and the risk of inheriting the listed vehicle’s history. The mechanism gets you listed; respect has to be earned afterwards through disclosure.

Did Pyratz Corp. go public via a reverse takeover?

Yes. PyratzLabs took control of a Euronext Access-listed company (formerly Reboost Blockchain Corp.), renamed it Pyratz Corp., and Euronext approved the operation on 29 June 2026. It trades as MLPTZ (ISIN FR0013371507) on Euronext Access, with trading resumed following completion of the re-listing. The RTO is step one toward a planned IPO and move to Euronext Growth in 2027.

For official documents, the certified cap table and regulated announcements, follow our Investor Relations updates or contact investors@pyratzcorp.com. To understand the strategy the listing serves, read Asymmetric Innovation.

This is not investment advice. Investing in listed equities involves risk, including the possible loss of capital; Euronext Access is a less liquid market, and trading in MLPTZ resumed following the post-RTO re-listing. Rely on official regulated information and, where appropriate, seek independent advice.