A company came to Chris Haunschild wanting an IPO. They were looking to raise $50 million at roughly a $100 million valuation, which is a perfectly ordinary ask, and he is a perfectly ordinary person to ask, having worked on more than $100 billion of financing and M&A over a thirty-year career.
He told them not to do it.
His counter was to raise the same $50 million privately, mostly equity, bring in strategic partners, and come back in two years for a listing at ten times the valuation. Then he said the part most advisors leave out of the story: "candidly my legal fees would have been bigger this year had I done that transaction."
I have sat through a lot of conversations in Dubai where someone explains why the thing they sell is the thing you need. This was the opposite, and it is worth taking seriously, because the reasoning generalises.
The work runs backwards
The instinct is that a small listing is a small job. Chris says the opposite, and the mechanics are specific.
A US listing requires clearing two gates. The SEC, where you file an S-1 as a domestic company or an F-1 as a foreign one, running to around 300 pages, after which the reviewers come back with pointed questions. Explain this. Reconcile that number. This does not square with what you said on page forty. And then the exchange itself, which has its own interest in the outcome, because it looks bad for NASDAQ if a company lists at $10 and trades at $2 a week later.
Both gates are checking the same thing, which is whether the public should be allowed to buy this. So the stronger the business, the less work there is. A company with real cash flow and a clean story moves through quickly. A company scraping over the objective listing criteria generates months of questions precisely because it is marginal.
His threshold is a market capitalisation above $100 million. Below that he thinks you are usually better off waiting. He is blunt about who lists anyway: people championing micro-cap listings where you barely satisfy the criteria, which he describes as a short cash grab for the founders, and which in his experience never trade well afterwards.
That last point is the one founders underweight. Listing is not the finish line. If nobody trades your stock, you have taken on the reporting burden of a public company and received almost none of the benefit.
Two reasons to go public, and only one of them works
Chris splits companies seeking a listing into two groups.
The first wants to cash out. He is not moralistic about it and says so, that it is fine, good for them, he likes boats too. But the transaction is a conversion of paper stock into paper money and there is not much more to it.
The second needs to be listed because listing is a funding mechanism. Not the IPO proceeds, which are one-time, but the ability to issue stock on an ongoing basis afterwards. That company uses the exchange as infrastructure rather than as an exit.
Only the second group benefits from the liquidity problem being solved, and only the second group has a reason to care whether the stock trades well in month eighteen. It is a useful question to ask yourself before starting a process that will take a year and consume the founder's attention throughout.
The route matters more than the destination
The path is rarely the one you plan. Chris walked through a company called Arrive AI, which makes a mailbox that can receive drone deliveries. They started toward an IPO. They considered a SPAC. They explored a reverse merger, and the merger partner turned out to be, in his words, on a burning platform, which he notes is often the case. Reverse merger shells are available for a reason.
What they ended up doing was a direct listing, and it worked because of something unrelated to any of the above: they had raised over $10 million through Reg CF crowdfunding, which left them with enough shareholders of record to satisfy a listing criterion. They listed at a $350 million market cap.
The lesson is not that crowdfunding is a listing strategy. It is that the capital structure you build early determines which exits are available to you later, and almost nobody is thinking about shareholder counts when they run a crowdfunding round.
The Abu Dhabi finding
This is the part that changed my view of something.
Chris is a US lawyer who has spent his career around NASDAQ and the NYSE, and he is candid that he arrived with a bias: that those two are the only exchanges with genuine liquidity, and that everything else lets you enjoy the concept of being publicly traded without the substance of it. That is the standard American position and it is not usually challenged.
He says he was wrong about the Abu Dhabi Stock Exchange. His words: the companies trade very well, there is real liquidity, the price stability is there.
Concretely, he has a client he had assumed would list on NASDAQ. The plan is now moving toward a primary listing on ADX with a dual listing in the US, rather than the reverse. That is not a marketing position from someone selling Gulf exposure. It is a US securities lawyer revising a default he held for thirty years, against his own home-market instinct.
If you are a founder in this region assuming your listing has to happen in New York to be real, that assumption is worth re-testing this year rather than in three.
What the capital actually wants
Two things he said about Gulf capital are worth separating from the usual commentary.
The first is that decisions here are fast, but only after a long slow start. Both halves are true and people quote whichever half suits them. His version: relationships take time to build, and once trust exists and the specific need has been identified, execution moves faster than he sees elsewhere. The practical translation for anyone flying in is that you are not taking a cheque home on the plane. You are taking a business card home, and the follow-up is the work.
The second is about who you are dealing with. He is direct that the sovereign and family capital here is not passive money looking for a home. "This is not a dumb partner. This is a very savvy partner." He describes senior people sharing plans for multi-billion dollar data centres, and frames the value of a good local partner as access to a way of thinking that carries fewer constraints. The balance sheet is the easy part.
That distinction matters for founders raising here. If you pitch this capital as though it is unsophisticated money that will be flattered by your deck, you will lose the room.
The protocol underneath all of it
I asked him how he builds a capital network, because in Dubai everyone is trying to and almost nobody is good at it.
His answer was four words. "I don't ask, I give."
He walked through what that looks like at an event. Rather than pitching your company at an investor, ask what they invest in, then offer something useful and unpaid: help filtering deal flow, a read on what is outdated in your sector, what will be hard to monetise. His point is that this buys you more than ninety seconds of attention, and that when the conversation eventually turns, it turns because they asked.
I run the female edition of Tech Tuesdays here and I watch the failure mode he is describing every single month. Someone hears you are connected to capital and starts pitching before asking a single question. It does not work, and it does not work in a way that is obvious to everyone in the conversation except the person doing it.
The same logic runs through his practice. Most lawyers, he says, tell you to call back when you have the $50 million. He goes and finds the $50 million, then papers it. He describes that as packaging and papering rather than just papering, and it is the reason the advice to skip the IPO cost him nothing. A client on a real growth journey generates years of work. The fee he passed on was the small one.
Chris Haunschild is an international M&A attorney who has worked on more than $100 billion of financing and M&A transactions. He appeared on Venture Protocol in episode 04, "The M&A Lawyer Building Bridges Between Miami and the Gulf." The full transcript is published alongside the episode.
