Reverse mergers: Houston expert shares valuation considerations for an IPO alternative

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Reverse merger transactions seem to be trending upward. Here's what you need to know. Photo via Getty Images

Last year saw a record number of reverse merger transactions, with 398 reverse mergers valued at nearly $135 billion, according to figures tracked by Bloomberg Law.

Although 2021 marked the first time that many of such transactions involved special purpose acquisition companies (SPACs), which totaled 246 out of the 398 transactions, it still marked 152 — a record-high number — non-SPAC reverse mergers.

What is a reverse merger?

The concept of a reverse merger, in short, holds that a privately held company acquires a publicly-traded company. In so doing, the private company can gain access to public equity markets without going through the lengthy process of an IPO filing. Although a reverse merger typically has the advantage of a shorter timeline over an IPO, there are still some requirements that companies involved in a reverse merger should keep in mind. This is particularly true as SEC scrutiny has recently increased around reverse mergers, both of the SPAC and traditional non-SPAC variety.

Among these requirements are the fair value measurements related to ASC 805, Business Combinations. In a reverse merger, like with all acquisitions, ASC 805 requires the allocation of the purchase consideration to identified tangible and intangible assets. However, in a reverse merger, the establishment of the purchase consideration to be allocated can be more difficult to accomplish.

Often, shares of the acquiring (private) company are issued as consideration, so the shares of the acquiring company may need to be valued. The value of private company shares to be issued might not always align exactly with the value of the acquired publicly-traded company; market conditions and other forces may bring about changes in the respective stock prices between the time that the transaction is announced and the time that it closes. The valuator should keep in close communication with the management of the acquirer, and the respective auditor, to ensure that there are no surprises when the transaction closes and the final purchase price allocation is performed.

What to consider about a reverse merger

Sometimes in a reverse merger, a question may arise as to whether a control premium should be applied to the consideration being paid. This will require the valuator to understand the terms of the purchase agreement and to understand whether a control element has already been priced into the transaction. For example, in the acquisition of a limited partnership, a general partner may have also been acquired in the transaction. Often, the amount paid for this general partnership interest may represent the “control” factor, i.e., the ability to affect change in the projected cash flows, above and beyond the acquisition of the limited partnership.

Another issue that may arise in a reverse merger is the existence of non-controlling interest. In some instances, certain shareholders may elect not to participate in the exchange transaction. In such instances, the value of the non-controlling interest would need to be measured, and this value would be based on the value of the stand-alone company in which the non-controlling interest is held, not on the value of the combined entity.

In the event of a reverse merger, these considerations, along with the associated accounting considerations, make it more critical than ever to have a strong, defensible valuation supporting the purchase price allocation.

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Kevin Cannon is a director in Opportune’s Valuation practice based in Houston. He has 17 years of experience performing business and asset valuations and providing corporate finance consulting.

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Houston team’s discovery brings solid-state batteries closer to EV use

A Better Battery

A team of researchers from the University of Houston, Rice University and Brown University has uncovered new findings that could extend battery life and potentially change the electric vehicle landscape.

The team, led by Yan Yao, the Hugh Roy and Lillie Cranz Cullen Distinguished Professor of Electrical and Computer Engineering at UH, recently published its findings in the journal Nature Communications.

The work deployed a powerful, high-resolution imaging technique known as operando scanning electron microscopy to better understand why solid-state batteries break down and what could be done to slow the process.

“This research solves a long-standing mystery about why solid-state batteries sometimes fail,” Yao, corresponding author of the study, said in a news release. “This discovery allows solid-state batteries to operate under lower pressure, which can reduce the need for bulky external casing and improve overall safety.”

A solid-state battery replaces liquid electrolytes found in conventional lithium-ion cells with a solid separator, according to Car and Driver. They also boast faster recharging capabilities, better safety and higher energy density.

However, when it comes to EVs, solid-state batteries are not ideal since they require high external stack pressure to stay intact while operating.

Yao’s team learned that tiny empty spaces, or voids, form within the solid-state batteries and merge into a large gap, which causes them to fail. The team found that adding small amounts of alloying elements, like magnesium, can help close the voids and help the battery continue to function. The team captured it in real-time with high-resolution videos that showed what happens inside a battery while it’s working under a scanning electron microscope.

“By carefully adjusting the battery’s chemistry, we can significantly lower the pressure needed to keep it stable,” Lihong Zhao, the first author of this work, a former postdoctoral researcher in Yao’s lab and now an assistant professor of electrical and computer engineering at UH, said in the release. “This breakthrough brings solid-state batteries much closer to being ready for real-world EV applications.”

The team says it plans to build on the alloy concept and explore other metals that could improve battery performance in the future.

“It’s about making future energy storage more reliable for everyone,” Zhao added.

The research was supported by the U.S. Department of Energy’s Battery 500 Consortium under the Vehicle Technologies Program. Other contributors were Min Feng from Brown; Chaoshan Wu, Liqun Guo, Zhaoyang Chen, Samprash Risal and Zheng Fan from UH; and Qing Ai and Jun Lou from Rice.

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This article originally appeared on EnergyCaptialHTX.com.

Rice biotech accelerator appoints 2 leading researchers to team

Launch Pad

The Rice Biotech Launch Pad, which is focused on expediting the translation of Rice University’s health and medical technology discoveries into cures, has named Amanda Nash and Kelsey L. Swingle to its leadership team.

Both are assistant professors in Rice’s Department of Bioengineering and will bring “valuable perspective” to the Houston-based accelerator, according to Rice. 

“Their deep understanding of both the scientific rigor required for successful innovation and the commercial strategies necessary to bring these technologies to market will be invaluable as we continue to build our portfolio of lifesaving medical technologies,” Omid Veiseh, faculty director of the Launch Pad, said in a news release.

Amanda Nash

Nash leads a research program focused on developing cell communication technologies to treat cancer, autoimmune diseases and aging. She previously trained as a management consultant at McKinsey & Co., where she specialized in business development, portfolio strategy and operational excellence for pharmaceutical and medtech companies. She earned her doctorate in bioengineering from Rice and helped develop implantable cytokine factories for the treatment of ovarian cancer. She holds a bachelor’s degree in biomedical engineering from the University of Houston.

“Returning to Rice represents a full-circle moment in my career, from conducting my doctoral research here to gaining strategic insights at McKinsey and now bringing that combined perspective back to advance Houston’s biotech ecosystem,” Nash said in the release. “The Launch Pad represents exactly the kind of translational bridge our industry needs. I look forward to helping researchers navigate the complex path from discovery to commercialization.”

Kelsey L. Swingle

Swingle’s research focuses on engineering lipid-based nanoparticle technologies for drug delivery to reproductive tissues, which includes the placenta. She completed her doctorate in bioengineering at the University of Pennsylvania, where she developed novel mRNA lipid nanoparticles for the treatment of preeclampsia. She received her bachelor’s degree in biomedical engineering from Case Western Reserve University and is a National Science Foundation Graduate Research Fellow.

“What draws me to the Rice Biotech Launch Pad is its commitment to addressing the most pressing unmet medical needs,” Swingle added in the release. “My research in women’s health has shown me how innovation at the intersection of biomaterials and medicine can tackle challenges that have been overlooked for far too long. I am thrilled to join a team that shares this vision of designing cutting-edge technologies to create meaningful impact for underserved patient populations.”

The Rice Biotech Launch Pad opened in 2023. It held the official launch and lab opening of RBL LLC, a biotech venture creation studio in May. Read more here.

University of Houston archaeologists make history with Mayan tomb discovery

History in the Making

Two University of Houston archaeologists have made scientific history with the discovery of a Mayan king's tomb in Belize.

The UH team led by husband and wife scientists Arlen F. Chase and Diane Z. Chase made the discovery at Caracol, the largest Mayan archeological site in Belize, which is situated about 25 miles south of Xunantunich and the town of San Ignacio. Together with Belize's Institute of Archeology, as well as support from the Geraldine and Emory Ford Foundation and the KHR Family Fund, they uncovered the tomb of Caracol's founder, King Te K’ab Chaak. Their work used airborne light detection and ranging technology to uncover previously hidden roadways and structures that have been reclaimed by the jungle.

The tomb was found at the base of a royal family shrine. The king, who ascended the throne in 331 AD, lived to an advanced enough age that he no longer had teeth. His tomb held a collection of 11 pottery vessels, carved bone tubes, jadeite jewelry, a mosaic jadeite mask, Pacific spondylus shells, and various other perishable items. Pottery vessels found in the chamber depict a Maya ruler wielding a spear as he receives offerings from supplicants represented as deities; the figure of Ek Chuah, the Maya god of traders, surrounded by offerings; and bound captives, a motif also seen in two related burials. Additionally, two vessels had lids adorned with modeled handles shaped like coatimundi (pisote) heads. The coatimundi, known as tz’uutz’ in Maya, was later adopted by subsequent rulers of Caracol as part of their names.

 Diane Chase archaeologist in Mayan tomb Diane Z. Chase in the Mayan tomb. Photo courtesy of University of Houston

During the Classical Period, Caracol was one of the main hubs of the Mayan Lowlands and covered an area bigger than that of present-day Belize City. Populations survived in the area for at least 1,000 years before the city was abandoned sometime around 900 AD. The royal dynasty established by Te K’ab Chaak continued at Caracol for over 460 years.

The find is also significant because this was roughly when the Mexican city of Teotihuacan made contact with Caracol, leading to a long relationship of trade and cultural exchange. Cremation sites found in Caracol contain items that would have come from Teotihuacan, showing the relationship between the two distant cities.

"Both central Mexico and the Maya area were clearly aware of each other’s ritual practices, as reflected in the Caracol cremation," said Arlen F. Chase, professor and chair of Comparative Cultural Studies at the University of Houston.

“The connections between the two regions were undertaken by the highest levels of society, suggesting that initial kings at various Maya cities — such as Te K’ab Chaak at Caracol — were engaged in formal diplomatic relationships with Teotihuacan.”

The Chases will present their findings at a conference on Maya–Teotihuacan interaction hosted by the Maya Working Group at the Santa Fe Institute in New Mexico in August 2025.

 UH professors Chase make Mayan Discovery UH archaeologists Arlen F. Chase and Diane Z. Chase Photo courtesy of University of Houston

 

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This story originally appeared on CultureMap.com.

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