By Jonathan Shechter and Sasha Ablovatskiy, Founding Partners
For many private companies, “going public” immediately means one thing: an IPO.
An IPO may be the most familiar route to the public markets, but it is not the only one. Depending on the company, its objectives and the circumstances, a business combination with an existing public company can offer another path.
We’re currently seeing that process firsthand.
FSA is representing HeartSciences Inc. (Nasdaq: HSCS) in its proposed business combination with Fortitude Mining, a privately held, vertically integrated digital asset mining platform wholly owned by Digital Currency Group.
If completed, the combined company is expected to operate as Fortitude Mining Group and trade on the Nasdaq Capital Market under the ticker “TUDE.”
Getting to Nasdaq is only part of the story
From the outside, a transaction like this can sound relatively straightforward: a private business combines with an existing Nasdaq-listed company and gains access to the public markets.
The reality is considerably more involved.
In this transaction, the work has included negotiating and signing the definitive merger agreement and related agreements, structuring the combined company, preparing SEC filings and materials for shareholder approval, navigating Nasdaq listing and shareholder approval requirements, and completing an interim $1 million private placement.
The transaction itself also requires bringing together two very different businesses, a Nasdaq-listed medical technology company and a privately held digital asset mining platform, within a new corporate structure.
That means the public-market strategy cannot be considered separately from the corporate structure, financing, SEC disclosure requirements, shareholder approvals and Nasdaq rules that ultimately make the transaction possible.
The public markets are not one-size-fits-all
For a private company considering access to the public markets, the traditional IPO is one possibility. A merger or business combination with an existing public company can be another.
The right structure depends on the particular company and transaction. But whichever route is being considered, management teams should begin thinking about public-company readiness well before the transaction itself.
That includes questions around corporate structure and governance, financial and other disclosure, capitalization, existing agreements, regulatory requirements, shareholder considerations and the company’s ability to operate under the obligations that come with being public.
In other words, getting listed is not the finish line. It is the beginning of operating as a public company.
There is another side to the equation
These transactions are not relevant only to private companies looking for a route into the public markets.
For existing small-cap public companies, a strategic business combination can potentially represent an entirely new chapter for the company and its shareholders.
HeartSciences evaluated a number of potential transactions during 2025 before entering into its agreement with Fortitude. Under the proposed transaction, the combined company is expected to operate under Fortitude’s brand and management, while HeartSciences’ existing healthcare business is expected to continue as a business unit.
The transaction is expected to close in the second half of 2026, subject to HeartSciences shareholder approval, Nasdaq listing approval and other customary closing conditions. HeartSciences has filed its definitive proxy statement with the SEC and scheduled a special meeting of shareholders for November 19, 2026.
It is a useful reminder that the relationship between private companies and the public markets does not always begin with an IPO, and that for an existing public company, being listed can create strategic possibilities that extend beyond simply raising capital.
For an overview of the different routes, see There’s More Than One Way to the Public Markets.
This article was first published in the FSA newsletter in October 2026 and updated in November 2026. It describes a proposed transaction that has not yet closed and is based on publicly available information. It is provided for informational purposes only and does not constitute legal advice, an offer to sell or a solicitation of a proxy or vote.
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