A boutique Wall Street firm taking private companies public — and guiding public companies once they are there. Senior corporate and securities counsel for clients of every size and stage.
For over two decades, Costaldo Law Group has represented private and public companies — from emerging enterprises to established public issuers — across the full range of U.S. capital markets transactions, spanning many industries. The firm serves as deal counsel and outside general counsel: close to the business, candid about risk, and accountable for results. Whatever your size or stage, we have the experience and the platform to see it through.
Guiding private companies into the U.S. public markets — organically through an S-1 registration statement, through a Regulation A (Tier 2) offering, or through the reverse-merger process. These are the principal routes to the public markets.
The going-public process →Serving as counsel to publicly listed companies on their ongoing SEC reporting, financings, mergers and acquisitions, and corporate governance — the day-to-day work of being a well-run public company (a “pubco”).
Explore the practice →Working alongside funding sources — investment banks, broker-dealers, family offices, and strategic investors — to raise capital through IPOs, secondary and PIPE offerings, private placements, and venture financings.
How the firm raises capital →Costaldo Law Group pairs the attention of a boutique with the reach of a far larger firm. Every engagement is led by senior counsel and driven by a full platform of professionals the firm assembles and directs — so you get partner-level attention and the horsepower to execute complex public-company transactions from end to end. Faster decisions, plainer answers, and a team that understands both the securities law and the business behind it. No client is too large or too small.
Going public is a milestone — and, handled well, a manageable one. Companies pursue it for two things: access to the public capital markets and liquidity — a public trading market for their shares. The firm takes companies public organically via an S-1, via a Regulation A (Tier 2) offering, or via a reverse merger into an existing public vehicle, with a future Nasdaq uplisting as the goal where it makes sense. For every engagement we introduce and coordinate the full team a public company needs: internal accountant, outside auditor, edgarizer, transfer agent, market maker, and investor relations.
Most firms handle a single slice of this path. Costaldo Law Group handles the entire arc — and quarterbacks the outside team that makes it happen — so you have one trusted partner from your first financing through life as a listed public company.
Structuring, financings & readiness
S-1 · Reg A · Reverse Merger
PIPEs · offerings · placements
’34 Act reporting · Sarb-Ox
Nasdaq · NYSE · NYSE American
Outside general counsel
Illustrative of the firm's work. Specific client and transaction details are confidential.
Taking a private operating company public by reverse-merging it into a fully reporting public shell — a faster route to public-company status for a domestic or foreign business, including the Super 8-K (the Form 10–level disclosure) the combined company files on ceasing to be a shell, and typically paired with a financing and an exchange uplisting to follow.
Taking a private operating company public through an S-1 registration statement — coordinating audit, drafting and SEC review through effectiveness, and standing the company up as a reporting issuer with a public market for its shares and access to the public capital markets.
Structuring a Reg A “mini-IPO” for a growth company seeking up to $75 million in public capital and a public profile on a compressed timeline, with qualification before the SEC.
Advising foreign principals on bringing an operating business into the U.S. public markets — forming a Nevada “Newco” to hold the asset, selecting the right route to go public, and working through the cross-border and regulatory considerations along the way.
Representing issuers and coordinating with the investment-banking community on PIPE offerings, private placements, and venture financings to fund growth for private and newly public companies.
Underwritten public offerings led with the investment-banking community — a firm-commitment IPO (a Form S-1 coupled with an underwritten raise) that takes a company public with capital in hand, and, once it is public, the follow-on and secondary offerings that raise capital again off a shelf registration (Form S-3), registered directs, and at-the-market (ATM) programs.
Moving a company up from the OTC Markets to a national exchange — Nasdaq, the NYSE, or NYSE American — satisfying the quantitative and corporate-governance listing standards and carrying the application through to approval.
Advising private and public companies that grow by acquisition — buy- and sell-side M&A and roll-up strategies, from letter of intent through diligence and definitive agreements to closing. A distinct path to growth that runs alongside capital raising.
Serving as ongoing securities counsel to reporting companies — Forms 10-K, 10-Q and 8-K, proxy statements, Section 16 filings, and the day-to-day ’34 Act compliance and corporate governance that keep a public company current and in good standing.
Acting as the standing counsel and quasi-executive a company calls first — close enough to the business to give an answer, not just an analysis — across financings, transactions, governance, and the questions that arise between deals.
A successful going-public engagement is a team effort. The firm has maintained long-standing relationships across the U.S. public-markets community for decades, and for each transaction we introduce and coordinate every provider the company needs — so you are never left assembling a public-company apparatus on your own.
Most engagements begin with a short introductory call. We'll listen to where you are, sketch the likely path, and be candid about the benefits, the trade-offs, and what it takes.
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