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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Microsoft partners with Rice University's OpenStax on AI teaching tool

group project

Rice University’s OpenStax and Microsoft are partnering to integrate the nonprofit’s content with the tech giant’s AI innovation, known as Learning Zone.

“At OpenStax, our mission is to make an amazing education accessible to all,” Richard G. Baraniuk, founder and director of OpenStax, said in a news release. “That’s why we’re excited to integrate our trustworthy, peer-reviewed content with Microsoft’s AI technology through the Microsoft Learning Zone. Together, we aim to help more instructors and their students access engaging, effective learning experiences in new and dynamic ways. We also share a strong commitment to the thoughtful and responsible application of AI to better ensure all learners can succeed.”

OpenStax is a provider of affordable instructional technologies and is also one of the world’s largest publishers of open educational resources (OER).

Microsoft Learning Zone promises to provide educators and students with “responsible AI technology and peer-reviewed educational content to support learning” on Microsoft Copilot+ PCs. Microsoft Learning Zone works by utilizing on-device AI to generate interactive lessons for students, and its integration with OpenStax content means educators can rely on OpenStax’s digital library of 80 openly licensed titles.

The goal is for educators to create effective and engaging learning experiences safely, thereby bypassing the need to source and vet content independently. Included is a library of ready-to-use lessons, opportunity for immediate feedback and differentiated learning. Educators will maintain control of instructional content and pedagogical strategies and will be able to update or edit lessons or activities prior to sharing them with students.

Other tools included in the Microsoft Learning Zone are additional languages, reading coaching, public speaking help, math and reading progress, and a partnership with the online quiz platform Kahoot!

OpenStax resources have been reported as used across 153 countries, and this current collaboration combines the power and potential of responsible AI usage in education with content that has been utilized by 13,569 K-12 schools and 71 percent of U.S. colleges and universities, according to Rice.

“Through our partnership with OpenStax, we’re combining the power of on-device AI in Copilot+ PCs with OpenStax’s trusted and diverse peer-reviewed content to help educators quickly create high-quality, personalized, engaging lessons,” Deirdre Quarnstrom, vice president of Microsoft Education, added in the news release. “We’re excited about how this collaboration will empower classrooms globally.”

Houston ranks among the 15 best cities in America for 2025

Ranking It

A new national report ranking the best cities in America has declared Houston is the 13th best U.S. city in 2025.

The annual "America's Best Cities" report from Resonance Consultancy, a Canada-based real estate and tourism marketing firm, ranks the relative qualities of livability, cultural "lovability," and economic prosperity in America's principal cities with metropolitan populations of 500,000 or more.

These top 100 cities "brilliantly weave local culture with economic prospects, aligning with global and domestic travel trends to create premier experiences for both residents and travelers."

Houston's new placement is three spots lower than its triumphant No. 10 rank in 2024. Though it no longer holds a prized top-10 spot, the report hails Houston as a "coveted hometown for the best and brightest on earth."

Among Houston's other shining attributes are its booming population growth – which has now grown to a staggering 7.51 million people – plus its competitive real estate market and a vibrant hospitality and culinary scene. Additionally, Houston earned a well-deserved No. 4 rank in the report's "restaurants" subcategory.

"A 221-room Home2 Suites/Tru by Hilton debuted near Toyota Center in March, while Marriott’s newly renovated Residence Inn NASA/Clear Lake keeps surging visitors happy," the report said. "West Houston’s Greenside will convert 35,000 square feet of warehouses into a park-laced retail hub by 2026, while America’s inaugural Ismaili Center, rising along Allen Parkway, remains on schedule for later this year, adding yet another cultural jewel to H-Town’s festival-fueled mosaic."

The report additionally puts a large focus on Houston's innovative energy sector and its numerous large companies that boost the local economy and create thousands of jobs. Several of these Houston-based companies are some of the best places to work, according to U.S. News and World Report.

One such company that was specifically praised in the report was the HyVelocity Hub, which aims to "ensure economic resilience and long-lasting, domestic energy production" along the Gulf Coast.

"The HyVelocity Hydrogen Hub just locked in up to $1.2 billion from the U.S. DOE, targeting 45,000 jobs and slicing 7.7 million tons of CO₂ a year," the report said.

Elsewhere in Texas

Dallas (No. 14) and Austin (No. 15) ranked right behind Houston in the top 20, while San Antonio sank into the No. 41 spot after previously ranking 32nd last year. El Paso also fell from No. 83 in 2024 to No. 100 this year.

Jason McGrath, the executive vice president and head of U.S. Corporate Reputation at Ipsos, said in the report that American cities are proving their resiliency as they are faced with "climate issues, increasing infrastructural demands, and shifting geopolitical landscapes affecting international relations and travel."

"Despite these hurdles, cities are creatively reinventing themselves to shine as examples of cultural vibrancy and innovation, keeping their competitive edge both locally and globally," McGrath said. "Our report shows that the allure of American cities remains strong, thanks to their rich diversity and vast attractions — from natural wonders to buzzing cultural hubs."

The top 10 best cities in America in 2025 are:

  • No. 1 – New York City, New York
  • No. 2 – Los Angeles, California
  • No. 3 – Chicago, Illinois
  • No. 4 – San Francisco, California
  • No. 5 – Seattle, Washington
  • No. 6 – Miami, Florida
  • No. 7 – Boston, Massachusetts
  • No. 8 – Washington, D.C.
  • No. 9 – Las Vegas, Nevada
  • No. 10 – San Diego, California
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This article originally appeared on CultureMap.com.

Houston biosciences company opens new sequencing center for drug development

bioscience breakthroughs

Houston-based Avance Biosciences has launched the Next-Generation Sequencing Center of Excellence, designed to enhance the company’s sequencing capabilities for drug development. Specifically, the facility at the company’s main campus in Northwest Houston will pursue breakthroughs in biologics, cell therapy and gene therapy.

In the drug industry, sequencing refers to studying nucleotides in DNA and RNA molecules. Nucleotides are the building blocks of DNA and RNA.

“This is a major milestone for Avance Biosciences as we continue to support the evolving needs of biologics and cell and gene therapy developers,” Xuening “James” Huang, co-founder, CEO and chief technology officer of Avance, said in a news release. “By consolidating state-of-the-art sequencing platforms and scientific talent, we’ve created a highly capable organization ready to solve complex genomic challenges with precision and compliance.”

In 2013, Avance rolled out next-generation sequencing (NGS) that complies with federal guidelines. Since then, Avance “has remained at the forefront of regulated sequencing services,” the company said. “The launch of the (new center) strengthens the company’s ability to deliver accurate, reproducible, and regulatory-aligned sequencing data across a wide array of therapeutic modalities.”

Cal Froberg, senior vice president of sales and marketing at Avance, said pharmaceutical and biotech clients trust the company’s technical capabilities and regulatory compliance.

“With the ever-changing global landscape and increasing scrutiny around international sample shipments, conducting advanced, cost-effective NGS testing domestically is now more feasible than ever,” Froberg said. “Our clients have confidence that their samples will remain in the U.S.”

Avance, founded in 2010, plans to hold an open house at the new facility in September to showcase its capabilities, technology, talent, and services. The company’s services include sequencing, molecular biology, cell-based testing, and bioanalytical testing.