Take Your Company Public Through a Reverse Takeover
FLOWCAP assists private technology and resource companies to become publicly traded on the Canadian public markets — from readiness and deal structuring to the licensed professionals who complete the listing.
We focus on technology, DeepTech, financial infrastructure, cybersecurity, data infrastructure and resource-sector companies with real products, intellectual property or strategic assets.
Confidential assessment · Selective admission · No obligation
- Mandate
- Private companies with verifiable assets
- Market
- Canadian small capitalisation
- Approach
- Selective, evidence-led
- Outcome
- An honest readiness verdict
Graphics on this site are illustrative. They are not market data, not a forecast and not an indication of any outcome.
Your Partner on the Path to Public Markets
FLOWCAP is a Canadian firm of Reverse Takeover specialists. We assist private technology and resource companies through the whole pathway to public status — assessment, preparation, structuring, vehicle sourcing and listing coordination.
We analyse the company's structure, product, market position, management team, financial profile and public-market potential. Following the assessment, selected companies may receive an individual RTO preparation roadmap and access to relevant professional market participants.
We work with founders, shareholders and investors seeking an alternative path to the Canadian public markets. Our role is to assess the company, identify its strengths and risks, determine its RTO readiness and develop a structured preparation strategy.
Benefits of a Reverse Takeover
For early- and growth-stage companies, an RTO is often the more practical route to public status than a conventional IPO.
Built for Earlier-Stage Companies
RTOs suit early- and growth-stage companies. IPOs are generally suited to larger, more mature businesses with long audited histories.
Potentially Lower Cost
An RTO is potentially less expensive than an IPO — no underwriting syndicate, and a process scaled to a smaller transaction.
Greater Process Certainty
The transaction is negotiated between identified parties rather than priced against an open market window on a single day.
Shareholder Spread
The public vehicle brings an existing shareholder base, helping meet exchange distribution requirements from day one.
Funds Secured in Trust
Where a concurrent financing is raised, proceeds are handled through trust and escrow arrangements administered by licensed professionals.
Alignment with Shareholders
Escrow of founder shares keeps management committed through and beyond the transaction — an alignment public investors expect.
An Alternative Route to the Public Market
A Reverse Takeover is a transaction in which a private company becomes publicly traded through a combination with an existing public company or listed shell.
Listing Pathways and Typical Timelines
Canada is our primary route — and its listings convert quickly into US and European visibility. Other markets are coordinated through licensed partners.
TSXV, CSE or Cboe Canada
Typically 4–6 months to list for a prepared company. A Canadian listing then allows near-immediate dual listing into the US (typically 4–6 weeks) and Frankfurt (typically 2–4 weeks).
Nasdaq
Typically 6–8 months to list. Higher thresholds and cost — often the second step after a Canadian listing rather than the first.
ASX
Typically 6–10 months to list. A strong market for resource companies, coordinated through licensed partners.
AIM or LSE
Typically 6–10 months to list. Coordinated through licensed partners in the UK market.
Timelines are typical ranges for prepared companies and depend on readiness, regulatory review and exchange requirements. Submission of an application does not guarantee selection, financing, a transaction or a public listing.
Why Canada
The Canadian market has a long-established small and mid-capitalisation segment, a mature professional infrastructure around resource and technology issuers, and a well-understood Reverse Takeover practice.
For companies of a size that would struggle to attract attention in larger markets, that combination is genuinely useful. It is also a market with specific expectations about structure, disclosure and connection to the jurisdiction — expectations that international applicants frequently discover late.
Our work is to make those expectations explicit before a company commits time or money to a process.
Illustrative only. Not market data, not a forecast, and not an indication of any outcome.
Our Services
Six areas of work, applied selectively rather than universally.
RTO Deal Structuring
Structuring the Reverse Takeover with the company and its licensed counsel: share exchange mechanics, escrow, shareholder approvals and the sequence that gets a transaction to completion.
Public Vehicle Sourcing
Lining up the right clean public vehicle for the target business — shells and capital pool companies sourced through licensed market participants, with the history, register and liabilities of each vehicle assessed before terms are discussed.
End-to-End Listing Management
Coordinating the whole process — securities counsel, auditors, sponsors, transfer agent and the exchange — with a single point of accountability. For a prepared company, listing in Canada typically takes 4–6 months.
Financing Coordination
Preparing the company for a concurrent financing and introducing it to registered dealers. Financing is arranged by licensed participants on their own terms.
Board and Governance Build-Out
Recruiting independent directors, forming the audit committee, and putting in place the policies a newly public company is required to operate under.
Dual Listing and US Up-listing
For companies already listed: coordination of US and Frankfurt dual listings, and preparation for an up-listing to NYSE or Nasdaq, through licensed partners in each market.
From Private Company to Publicly Traded
Six stages, from confidential application to trading. Preparation quality — not paperwork — is what drives the timeline.
Confidential Application
The company submits its materials in confidence. We respond quickly with a clear view of whether an RTO pathway is realistic at its stage.
Fit and Readiness Review
A structured review of the business, ownership, financial reporting and management against what the transaction and the exchange will require.
Structuring Plan
The transaction is mapped with licensed counsel: target structure, vehicle profile, financing need, escrow and timeline drivers.
Corporate and Financial Preparation
Audit, corporate clean-up, governance build-out and documentation — the work that determines how fast the rest of the process moves.
Vehicle and Transaction
A suitable public vehicle is identified through licensed market participants; the combination, approvals and filings are completed by the professionals responsible for each.
Publicly Traded Company
The company begins trading and takes on continuous disclosure obligations. We support the transition into life as a public company.
Dual Listing and US Up-listing
For companies that are already public, we coordinate the next step in market access through licensed partners in each jurisdiction.
US Dual Listing
Most listed companies can dual list into the US on the OTCQB or OTCQX markets — access to US capital and added liquidity for shareholders, while the primary listing is retained.
Frankfurt Dual Listing
The Frankfurt Stock Exchange is one of Europe’s leading markets. A dual listing adds exposure to German and European investors and improves share liquidity and profile.
US Up-listing — NYSE & Nasdaq
Graduating a qualified company to a senior US exchange: better funding terms, analyst coverage, index inclusion and enhanced visibility.
Industries We Review
Seventeen sectors where the Canadian market has depth and where real assets, intellectual property or verified resources can be evidenced.
Preferred Target Businesses
The profile that moves through an RTO process fastest. Meeting every point is not required — but each gap adds preparation time.
International Ambition
Founders building solid businesses who are seeking international growth — and a capital market that can fund it.
Growing Revenues
Typically a minimum of CAD $2M in annual revenue, with growth. Exceptions for DeepTech and resource companies with strong verifiable assets.
External Capital Raised
Typically at least $2M previously raised from external investors — evidence that third parties have already underwritten the business.
Proven Technology or Resources
For technology businesses: proven technology that is monetising. For resource companies: proven resources with exploration upside.
Minimal Burn and Capex
A business model that does not consume capital faster than the public market can realistically supply it.
Disruptive, Scalable Model
A business model that scales beyond its home market — the story public investors pay attention to.
Audited Financials
Completion of audited financial statements is required before a transaction can proceed. We help plan the audit path if one has not started.
Clear Ownership
A comprehensible ownership structure, with the ability to evidence ultimate beneficial owners through every intermediate entity.
Projects We Do Not Review
Why Companies Work With Us
Selective Approach
We work with a limited number of companies and conduct a preliminary review of every project.
Canadian Market Focus
We understand the characteristics of the Canadian small-capitalisation market and what is expected of companies considering an RTO.
Independent Assessment
We assess strengths, weaknesses and real prospects objectively — including when the conclusion is unwelcome.
International Network
We work with market participants in Canada, Europe, the United States and other jurisdictions.
Confidentiality
All materials and discussions are treated as confidential information.
Long-Term Perspective
We assess not only whether a transaction is possible, but whether the company could function credibly after it.
The People You Will Work With
Direct access to the people running your process — not an account manager.
Michael Nortman
Michael leads FLOWCAP’s engagements. He brings extensive international experience across investment and company validation — assessing businesses, technologies and assets in multiple jurisdictions, and determining which of them can stand up to the scrutiny of investors, auditors and exchanges. His focus is separating verifiable substance from narrative before a company enters a public-market process.
Nick Tubis
Nick advises companies on the financial side of becoming public: capital structure, financial reporting readiness, cash planning for the preparation phase, and the financial story that investors and market professionals will test. He works directly with founders and shareholders from the first assessment through to transaction preparation.
LinkedInIs Your Company Ready for an RTO?
Receive a preliminary assessment of your company against the criteria that determine whether a public-market pathway is realistic.
Only selected companies will be invited to a confidential strategy session.
Understanding the Process Before You Begin It
What Is a Reverse Takeover?
The mechanics of an RTO, the parties involved, and the honest limits of what the structure achieves.
ReadinessIs Your Company Ready for an RTO?
Seven conditions we test before recommending that a company begin any RTO process — and what to do if you fail one.
ReadinessRTO Readiness Checklist
The documents and confirmations that will be requested. Assemble them before a process starts, not during one.
Start Your Path to the Public Market
Complete the confidential application and we will tell you plainly whether an RTO is realistic for your company. Submission does not guarantee acceptance, financing, a transaction or a public listing.
Confidential assessment · Selective admission · No obligation