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-founded startup raises $1.2M and moves headquarters to Detroit

moving forward

Houston-founded ChurchSpace, known as the Airbnb for churches, has formed an official partnership with the City of Detroit and will relocate its headquarters.

The announcements come as the company successfully closed a $1.2 million oversubscribed funding round. The round was led by California-based Black Ops Ventures, with participation from Michigan Rise and Dug Song of Minor Capital, who is also the founder of the Song Foundation, another Michigan-based organization.

"This raise is more than a business milestone—it's a testament to what happens when strategy meets faith. In today's climate, raising capital takes grit and resilience—especially without deep networks or traditional access. By God's grace, doors have opened, and our mission is clearer than ever. Now, with capital in hand, we're building boldly toward a future where the Church isn't just surviving—but leading community transformation," Emmanuel Brown, co-founder and CEO of ChurchSpace, said in a statement.

In Detroit, ChurchSpace plans to activate underutilized church campuses as micro-logistics spaces for food distribution and retail partnerships, as well as last-mile delivery centers. To kick off its relocation, ChurchSpace will host a Detroit Pastor Meetup on July 19.

"We welcome ChurchSpace's investment in Detroit and the jobs and innovation it will bring," Detroit Mayor Mike Duggan added in the release. "Our faith community has long been a critical backbone of our neighborhoods. Through ChurchSpace's groundbreaking work, they will continue to be anchors of opportunity and resilience in our city's future."

ChurchSpace was originally founded to convert underutilized church real estate into event, meeting and commercial kitchen space to boost revenue and relieve financial burden while remaining compliant with IRS regulations for non-profits. The company participated in the inaugural cohort of the AWS Impact Accelerator for Black Founders, which included a pre-seed fundraising campaign and a $125,000 equity injection from Amazon in 2022. It was also one of two Houston companies to receive $100,000 as part of the Google for Startups Black Founders Fund that same year.

The company reports that its platform in Texas has generated up to $100,000 annually in new revenue that was reinvested into church ministries, food programs and community initiatives.

"What we built in Houston was more than technology—it was transformation. We expanded our purpose and packaged proven strategies to help churches thrive, transform communities, and even combat food insecurity," Day Edwards, co-founder and president of ChurchSpace, added in the statement. "Now, with prayer and the support of our team and investors, we're bringing that same impact to Detroit—to help churches, communities, and small businesses redefine pulpits and rediscover communal possibilities."

Houston space tech co. lands millions and more innovation news to know

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Editor's note: It's time to recap the top innovation news for the first half of May 2025. Our five most-read stories from May 1-15 include updates from Intuitive Machines and The Ion. Plus, driverless trucks hit the road from Houston to Dallas. Get all of the details below.

1. Houston space tech leader lands up to $10 million for Earth re-entry vehicle and lab

The Texas Space Commission has selected Houston's Intuitive Machines to develop a vehicle that will return lunar samples to Earth, along with an orbital fabrication lab. Photo courtesy Intuitive Machines.

Houston-based space technology, infrastructure, and services company Intuitive Machines has been awarded a state grant of up to $10 million to help develop an Earth re-entry vehicle and in-space biomanufacturing lab. The Texas Space Commission approved the grant, which is coming from the state’s Space Exploration and Research Fund. Intuitive Machines says the money will support its “critical risk-reduction platform” for returning lunar samples to Earth. The funding will go toward an early 12-month phase of the project. Continue reading.

2. 9 can't-miss Houston business and innovation events for May

Don't miss these May events — from an investor activation series to a crawfish cook-off. Photo courtesy Greentown Labs.

There's a lot to learn this month at events around Houston. Hear from AI and energy experts or gain insights into how to tap into funding at informative panels or sessions. Continue reading.

3. Autonomous truck company rolls out driverless Houston-Dallas route

Aurora began regular driverless deliveries between Houston and Dallas on April 27. Photo courtesy Aurora.

Houston is helping drive the evolution of self-driving freight trucks. In October, Aurora opened a more than 90,000-square-foot terminal at a Fallbrook Drive logistics hub in northwest Houston to support the launch of its first “lane” for driverless trucks—a Houston-to-Dallas route on the Interstate 45 corridor. Aurora opened its Dallas-area terminal in April and the company began regular driverless customer deliveries between the two Texas cities on April 27. Continue reading.

4. Texas-based 'DoorDash for laundry' startup tumbles into Houston market

The service has been a smash success in Austin. Courtesy photo

Laundry may seem like an endless task that piles up, but a new service offers a solution to overwhelmed Houston families. NoScrubs, an Austin-based home laundry pickup service has just expanded to Houston. Described by the company as "DoorDash — but for laundry," they wash customer's clothes at local laundromats and return them the same day, folded and ready to be put away. The service took off like gangbusters in Austin, making an expansion to the state's largest city an obvious choice. Continue reading.

5. New energy innovation and coworking spaces open at the Ion

The Oxy Innovation Center has opened at the Ion and Industrious' coworking space launches soon. Photo courtesy of The Ion

Houston-based Occidental officially opened its new Oxy Innovation Center with a ribbon cutting at the Ion. The opening reflects Oxy and the Ion's "shared commitment to advancing technology and accelerating a lower-carbon future," according to an announcement from the Ion. Oxy, which was named a corporate partner of the Ion in 2023, now has nearly 6,500 square feet on the fourth floor of the Ion. Rice University and the Rice Real Estate Company announced the lease of the additional space last year, along with agreements with Fathom Fund and Activate. Continue reading.

Houston healthtech leader launches clinical trial for innovative anxiety-treating device

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Houston-based Nexalin Technology’s proprietary neurostimulation device will move forward with a new clinical trial evaluating its treatment of anxiety disorders and chronic insomnia in Brazil.

The first of Nexalin’s Gen-2 15-milliamp neurostimulation devices have been shipped to São Paulo, Brazil, and the study will be conducted at the Instituto de Psiquiatria university hospital (IPq-HCFMUSP). The shipments aim to support the launch of a Phase II clinical trial in adult patients suffering from anxiety and insomnia, according to a news release.

“Brazil is an important emerging market for mental health innovation, and this collaboration marks our first IRB-approved study in the region,” Mike White, CEO of Nexalin, said in the release.

The study will be led by Dr. Andre Russowsky Brunoni, who specializes in neuromodulation and interventional psychiatry. He currently serves as director of the interventional psychiatry division at IPq-HCFMUSP and this summer will join UT Southwestern in Dallas and its Peter O’Donnell Jr. Brain Institute as a professor of psychiatry.

The Phase II study plans to enroll 30 adults in São Paulo and assess the efficacy of Nexalin’s non-invasive deep intracranial frequency stimulation (DIFS™) of the brain in reducing anxiety symptoms and improving sleep quality, according to the company. Using the Hamilton Anxiety Rating Scale (HAM-A), the trial’s goal is a reduction in anxiety symptoms, and assessments of sleep onset latency, total sleep time, overall sleep quality, depressive symptoms and clinical impression of improvement. The company plans to share results in a peer-reviewed scientific journal.

“Anxiety and insomnia are very common conditions that often occur together and cause significant distress,” Brunoni added in the news release. “In this study, we are testing a new, non-invasive brain stimulation technology that has shown promising results in recent research. Our goal is to offer a safe, painless, and accessible alternative to improve people’s well being and sleep quality.”

The Nexalin Gen-2 15-milliamp neurostimulation device has been approved in China, Brazil, and Oman.

The company also enrolled the first patients in its clinical trial at the University of California, San Diego, in collaboration with the VA San Diego Healthcare System for its Nexalin HALO, which looks to treat mild traumatic brain injury and post-traumatic stress disorder in military personnel and the civilian population. It also recently raised $5 million through a public stock offering. Read more here.