"When the time comes, the world will work together, and when the luck is gone, the hero cannot be free." The wind of the capital market has blown through the IPO feast and the Pre-IPO race, and now it seems to have turned into a less glamorous but hidden corner - the acquisition of controlling stakes. It is not as sexy and trendy as start-up equity financing, nor as ups and downs as the secondary market, but it has increasingly become the "killer weapon" in the mouths of capital traders. Goheal noticed that since 2023, a trend has been quietly heating up: the money in the primary market is no longer obsessed with "investing early, investing small, and investing quickly", but has begun to be obsessed with "controlling the market, controlling the situation, and controlling the field".
American Goheal M&A Group
In 2024, the amount of direct investment in the domestic primary market fell by about 35% year-on-year, while the transactions of industrial capital entering new tracks through the acquisition of controlling stakes grew against the trend. In the first quarter of 2025, a new energy component company completed its "transformation" through the transfer of controlling rights.
After the introduction of strategic investors, its valuation doubled. The acquirer completed the role transition from financial investors to industry "stage builders" in just half a year. This makes us rethink a question: Is the acquisition of controlling rights becoming the "new protagonist" of the primary market?
Goheal believes that this is not only a switch in the capital path, but also an upgrade in the cognitive dimension.
The primary market in the past was a "beauty pageant", where founders told stories and institutions invested in enthusiasm; but now the primary market is more like a card game, whoever holds the controlling rights can decide how to play next. In traditional thinking, the investment logic of the primary market is "invest in the early stage, strive for growth, and rely on listing". Everyone is competing for low valuation and fast growth.
However, with the tightening of IPO exit channels, the continued "registration system cold wave", and the slow recovery of secondary market valuations, this set of tactics has become increasingly difficult to work. Many institutions were surprised to find that the projects they invested in were either not taken over by anyone or dragged into "pension stocks". The acquisition of controlling rights provides a brand new operating framework. You don't wait for a passive exit, but take the initiative to acquire - strategic channels, core assets, and synergy logic. Sometimes it's not "investing in a company", but "merging into an industry".
Goheal found in the practice of multiple projects that the acquisition of controlling rights is providing industrial capital with a triple "fast forward key".
The first level is a shortcut to overtaking on a curve. For example, a traditional equipment manufacturer wants to enter the new energy thermal management system market, and it costs money and time to build a team by itself; but if it can directly acquire a mature system integrator through a controlling stake acquisition, not only can the team, customers, patents, and orders be in place in one stop, but it can also "enter the market with a label" and quickly gain industry credit.
The second level is an amplifier for strategic synergy. Many leading companies are shifting from "scale growth" to "ecological synergy", and it is difficult to make up for the shortcomings in capabilities by relying solely on endogenous development. The acquisition of controlling rights not only solves the gap, but also can leverage the reconfiguration of upstream and downstream resources. Just like acquiring an industrial software company, it is not to make money, but to strengthen the "system entrance status" of your original automation equipment.
The third level is the initiative lever for asset restructuring. Especially in the context of the gradual opening of the A-share merger and reorganization window, through the acquisition of controlling rights in the primary market, and then injecting them into the listing platform through mergers and acquisitions, it is possible to realize asset securitization exit, and secondly, it is possible to go public through backdoor listing. This is not a "bet" of capital, but a "deployment of troops" of capital.
To a certain extent, this is no longer an "investment in the primary market", but a "war for operating rights in the primary market".
This wave of controlling rights has gradually begun to attract VC/PE players to "come down". Funds that originally tended to be financial investments are now paying more and more attention to the logic of controlling rights - either using controlling rights to directly transform the company and open up channels; or participating in agreement transfer + voting rights delegation to become the "actual controller". This trend is particularly evident in the fields of consumption, semiconductors, industrial software, medical devices, etc.
There is even a new trading model: a three-party structure of "M&A fund + industry party + professional manager". In a controlling rights project recently led by Goheal, the acquisition and integration of the controlling rights of an AI chip design company was completed through this structure. The M&A fund invests and controls the market, the industry outputs resources for synergy, and the professional manager is responsible for operating efficiency. The three parties check and balance each other and cooperate for win-win results. This is no longer "simply buying a company", but "designing a new ecology".
It is worth mentioning that in the current context of deleveraging and continued strengthening of supervision, the acquisition of controlling rights has also begun to emphasize compliance moats and transparency of penetration disclosure. In the past, everyone was playing "hiding", but now you must answer the following questions positively:
1. Are you acquiring controlling rights for industrial synergy or asset tumbling?
2. Does the controlling party involve state-owned assets, red chips or complex SPVs after penetration?
3. Are there sensitive structures such as interest transfer, agreement control, and trust holding?
For acquirers with real strategic intentions and a basis for synergy, this is an opportunity. For operators who want to fish in troubled waters and transfer from one hand to the other, this is a red line. Goheal reminds here: Supervision does not oppose controlling rights transactions, but opposes "using controlling rights as a vest and using synergy to tell myths."
Goheal Group
On a deeper level, this round of controlling rights investment boom reflects the primary market's enthusiasm for the return of "certain assets".
Start-up projects are too uncertain, and valuations are difficult to support the ceiling; while holding assets, once selected, have both ready-made cash flow and can magnify returns through operations, with flexible exit paths and solid valuation anchors. More importantly, only controllers have the opportunity to become people who tell new stories.
In other words, this is like a "director battle" - the primary market is no longer willing to be just an investor, they want to be directors, producers, and even film industry bosses. They want to make their own dramas, rather than betting on whether others can become the protagonists.
This may be the underlying logic that controlling stake acquisitions can become the "new protagonists of the primary market" in the next three years.
In conclusion, we might as well re-examine a few questions:
If the hot money in the primary market is no longer only invested in "early stars", will more resources be inclined to "steady dark horses"?
If controlling stake acquisitions become the mainstream path of the primary market, should VC/PE reconfigure their strategic logic and professional capabilities?
If you are a medium-sized enterprise with industrial advantages, should you continue to fight alone, or start to expand your territory and reconstruct the track through controlling stake acquisitions?
Welcome to leave a message in the comment area and discuss with Goheal: Do you think that in the next three years, the acquisition of controlling rights will really become the C position in the primary market? Are you ready to "get on the table"?
[About Goheal] Goheal is a leading investment holding company focusing on global M&A holdings. It is deeply engaged in the three core business areas of acquisition of controlling rights of listed companies, M&A and restructuring of listed companies, and capital operation of listed companies. With its deep professional strength and rich experience, it provides enterprises with full life cycle services from M&A to restructuring to capital operation, aiming to maximize corporate value and achieve long-term benefit growth.
