Acquisitions.com · Internal playbook

The public business brokerage.

A public company that is a brokerage, and uses its own shares to recruit brokers. This is how our IPO advisor explained the model to us between 2020 and 2024, with his real numbers and rules, and the steps we would take now.

01 · Where the idea comes from

The mortgage company that did it first

In 2001 our advisor started a mortgage brokerage as a public company, then used the stock to grow it.

18months

$80Min transactions

125people hired

36states licensed

List first

The public listing raised the first capital.

Get licensed

That money paid for licences in 36 states.

Partners

Lending relationships with 110 institutions.

Stock as a hook

Stock and options recruited the brokers.

Revenue

$0 → $2.2M in the first full year.

"I made one big mistake. I ran the business from within. I should have run it from the top."His lesson. He believes it would have reached $20M within three years.

02 · The structure

"The Re/Max of businesses"

His idea for us, 31 May 2020: a public company that becomes a business brokerage and recruits thousands of brokers, using stock and options, like Sunbelt or Transworld but listed.

The brokerage must be neutral

"A brokerage firm would need to be separate since we'd need to be neutral for both buyers and sellers. However, separate listings could be built based on the visibility and access to sellers."

Finders who aren't licensed

"They'd have to be a consultant because brokers need to be licensed." Take the best of them (perhaps 50) onto a formal Advisory Board, and tell that story.

Profit first, acquisitions later

"Initially, there needs to be an active business that can generate a profit." Acquisitions are the long game, "even if it's 99% of the future value".

The operating model

Find good businesses at good values, use digital marketing to find buyers, collect the fee, cherry-pick deals to buy. One sector at a time.

03 · Who gets what

Everyone's share

His real numbers from past deals, with an example cap table for us at listing.

Who	What they get	Where the number comes from
Founder	Majority and control	His healthcare client: CEO kept 69%
IPO advisor	10% of equity if already profitable · 20% if acquisition-driven and not yet profitable · or $200k (milestones) + equity	His fee menu, Nov 2020. Prefers all equity; any cash waits until the raise is done
Licensed brokers	Stock + options to join, plus their success fees	The mortgage-company model
Advisory Board	Token shares before the raise, then options that vest on revenue they bring, plus a % of revenue they source	Jun 2020
Seed investors	At least 50 people buying at least 10% of the company	A listing requirement
Sellers we buy	Shares + a seller note (a 100% share swap is possible, but check their debt)	Apr 2020
Deal referrers	A referral fee in shares for deals they can't close alone	Apr 2020
Sponsors / creators	Ads and sponsorships paid in stock, once listed	Apr 2020

Example cap table at listing (placeholder, needs a lawyer)

Founder 50%

Advisor 10

CEO 7

Brokers 15

Seed 18

Founder 45–55%IPO advisor 10%CEO / managing broker 5–10%Advisory Board + broker pool 10–15%Seed investors 15–20%

04 · How it goes public

The process, step by step

His route for a company like ours. Doing it in this order keeps your own cash at risk under $1,000.

Agreement

Advisor terms in writing before any deck mentions going public.

US C-corp

Delaware or Florida. Private companies become subsidiaries, or stay out entirely.

Team + deck

Advisory Board on paper. Deck at about 15 words a slide.

Raise

$300k–1M from 50+ people (WeFunder or a private placement). Refund if under $250k.

Audit

About 4 months of accounting, audit and legal.

File with the SEC

S-1 or Reg A+, declared effective.

List

A direct listing on the OTCQB. That route is certain; an IPO in a bad market is not.

Recruit

Brokers join for stock and options, state by state.

Buy

The best deals go into separate roll-ups.

Uplist

Move to Nasdaq at $10M+ revenue, with a banker round.

Faster option: a reverse merger into an SEC-reporting shell. The deal is announced in weeks and closed in about 4 months, with the same cash cost and slightly more equity. Only works if the company is already profitable.

05 · Costs and time

What it costs

Item	Amount
Third-party listing costs	$120–175k, paid from the raise
First year as a public company	$75k reserve
Minimum first raise	$300–400k (ideally $500k–1M)
Crowdfunding fee	6.5% (none on cheques over $25k)
Time to SEC filing	Time to raise + about 4 months
Direct listing	About 10 months · $400–500k cash (2022 figure)
Real IPO with a banker	$10M+ revenue, about break-even, an experienced team, $1M+ cash
Money from strangers (506c)	Budget about 15% total cost of capital
Broker success fee	About 8% standard (12% is high)

06 · His rules

What he kept repeating

No related-party money

No funds may move between the public company and your private companies, in either direction. Those sections of the filing should be empty.

The public company owns the brand

The domain can't be leased or licensed to it. The coaching business stays out.

Singles and doubles

"Those who swing for fences typically hit themselves in the head."

US, not Canada

Canada is easier to list in, but valuations are low and there is almost no liquidity. He lists in the US and says listing in Canada adds no value for a client.

No offers before filing

Before filing you can explain the plan, but you can't ask for money on a webinar.

Sellers join late

Owners won't take stock in a company that isn't listed yet. They join once it is close to listing.

$0 deals are traps

"People think getting a business for $0 is a good deal. It's often the worst investment they'll ever make."

Pick an edge

One sector where you have deal flow. You can change it later, as long as you keep adding value for shareholders.

07 · How it unfolded

Our conversations, 2020 → 2024

APR 2020First calls. His terms, a client's cap table, his template agreement and the next steps.

MAY 2020The broker idea: "the Re/Max of businesses". He tells the mortgage-company story.

JUN 2020He wants CEOs for public brokerages in residential real estate, commercial real estate, insurance and business sales. Sketches "Acquisitions, Inc."

JUL 2020A client of his starts copying the model for commercial real estate: "$100+ million valuation within a few years."

NOV 2020Fee menu and the C-corp → $400k → listing path. We weren't ready.

2022Agency roll-up talks. Direct listing vs reverse merger; one of his clients raises $13.7M in a Nasdaq IPO.

NOV 2023We meet in person. He sets up a working group called "Public Business Brokers, Inc." and sends two decks.

APR 2024Our advisor program does $60k in sales. His answer: scale it with a public listing — "not possible as a private company."

OCT 2026Our own note: a roll-up of M&A advisors, paid 20–30% cash + shares in the public company + a royalty on their deals.

08 · What we do now

Our plan

This week

Reconnect

Write to our IPO advisor
Open his two decks
Agree his fee in writing

Days 0–90

Make it profit

Partner with or buy one licensed brokerage
Advisors work under it
One sector first
Profitable months on the books (this cuts his fee from 20% to 10%)

Months 3–6

Set up to list

US C-corp, clean of related parties
Advisory Board with token shares
Option plan tied to revenue
Raise $400k–1M from 50+ people

Months 6–16

Go public, then grow

Audit → SEC filing → direct listing
Recruit brokers with stock, state by state
Best deals → separate roll-ups
Nasdaq at $10M+ revenue

09 · Watch-outs

Risks

Broker licensing

In many states, paying unlicensed people success fees on business sales is illegal. A royalty only works through a licensed brokerage.

Paying for investors

Paying anyone in stock for bringing investors requires a broker-dealer.

Franchise rules

Charging advisors for brand + system + leads may count as a franchise, which needs an FDD first.

Small-cap market

Small IPOs are hard today. Direct listings and reverse mergers are the realistic routes.