Going public in the US.
There is more than one way to become a US public company. This page compares the main routes — reverse takeover, Form 10 shell, APO, traditional IPO, and direct listing or Reg A+ — and how to choose between them.
What “going public” means.
To go public is for a private company to become a company whose shares are held by public investors and that reports to the US Securities and Exchange Commission (SEC) — and, in most cases, whose shares are quoted or listed on a US market. Going public is not a single event but a choice among several routes, each of which turns a private business into a reporting company and, at some point, into a traded one. The routes differ in how quickly they get there, how much capital they raise, how much they cost, and how much control the founders keep.
- The main US routes are a reverse takeover into a trading shell, a Form 10 self-filing shell, an APO (reverse merger plus concurrent PIPE), a traditional IPO, and — more narrowly — a direct listing or a Reg A+ offering.
- A reverse takeover is typically the fastest route, around three to six months, because the public vehicle already exists and reports.
- An IPO raises the most primary capital but takes longest (roughly twelve to eighteen months) and carries market-timing risk.
- The right route turns on capital need, speed, cost, size and control — and on audit readiness, which every route requires.
- Non-US companies can list in the US, usually via an offshore holding company with home-market approvals and PCAOB-registered audits.
The routes to a US listing.
Each route makes a private company public, but they suit very different situations. Below, what each one is, roughly how fast it moves, and when it fits.
Reverse takeover into a trading shell
What it is: merging your operating business into an existing public shell that already trades, so your company becomes the listed company. Speed: typically around 3–6 months. Fits: companies that value speed and price certainty, want an existing quote and float, and do not need a large public raise at listing.
Reverse takeover → Route BForm 10 self-filing shell
What it is: self-registering under the Exchange Act by filing a Form 10, creating a clean reporting shell with a fresh history and no legacy. Speed: reporting status in about 60 days; a market quote comes later via a broker-dealer. Fits: companies that prize a clean history over an existing float and can wait for a quote.
Form 10 shells → Route CAPO — Alternative Public Offering
What it is: a reverse merger combined with a concurrent private placement, usually a PIPE, so the company goes public and raises capital in one coordinated step. Speed: similar to a reverse takeover, subject to closing the financing. Fits: companies that need both a listing and growth capital at the same time.
How the merger works → Route DTraditional IPO
What it is: an underwritten initial public offering that sells new shares to the public and lists them, marketed by investment banks. Speed: typically around 12–18 months. Fits: larger companies that need to raise substantial primary capital and can bear the time, cost and market-timing risk.
Reverse merger vs IPO → Route EDirect listing & Reg A+
What it is: a direct listing lists existing shares without raising new capital through underwriters; a Reg A+ offering raises a capped amount under a lighter framework. Speed: varies. Fits: narrower cases — a direct listing for companies with an existing shareholder base and no need to raise; Reg A+ for smaller, capped raises.
Listing venues →The routes on one table.
| Reverse takeover | Merge into an existing trading shell. Typically ~3–6 months. Existing quote and float; modest or no raise at listing; founders usually keep control. |
|---|---|
| Form 10 shell | Self-register via Form 10. Reporting status in ~60 days; quote later. Clean, fresh history; no legacy; a market must be built. |
| APO | Reverse merger plus concurrent PIPE. Public status and capital in one step. Suits companies that need both a listing and funding at once. |
| Traditional IPO | Underwritten offering of new shares. Typically ~12–18 months. Largest primary raise; highest cost and market-timing risk. |
| Direct listing / Reg A+ | List existing shares without an underwritten raise, or raise a capped amount under Reg A+. Narrower fit; case-specific. |
Timelines are general and depend on audit readiness and SEC review; they are not commitments. Our detailed comparison of the two most-asked-about routes is set out under reverse merger vs IPO, and the venues themselves — Nasdaq, NYSE American and the OTC Markets — are described under listing venues.
How to choose a route.
There is no single best way to go public; there is only the best way for a particular company at a particular time. Four questions usually settle it.
Audit readiness
Every US route requires audited financial statements prepared to US standards by a PCAOB-registered auditor. A company with clean, current audits can move quickly; a company whose books are not audit-ready will spend its first months on accounting regardless of the route it chooses. Audit readiness is the gate, not the shell.
Size
Larger companies with the scale to attract underwriters and to meet an exchange’s higher standards have the full menu open to them, including an IPO. Smaller companies are often better served starting on the OTC Markets through a shell and uplisting to Nasdaq or NYSE American once they qualify.
Capital need
A company that must raise substantial primary capital at the moment of listing is pointed toward an IPO or an APO, where a concurrent financing is built in. A company that mainly wants public status and a tradable currency, and can raise later, is well served by a reverse takeover or a Form 10 route.
Control and cost
Founders who want to retain majority ownership and avoid the cost and market-timing risk of an underwritten offering tend toward a reverse takeover. Those willing to trade dilution and expense for the largest possible raise and the profile of a marketed IPO tend the other way. The honest answer often emerges only after a readiness review, which is where our process begins.
Not sure which route fits? Start with a readiness review.
See the process →Going public in the US from abroad.
Most of the companies we work with are not American, and a US listing is entirely open to them. The usual structure is to list through an offshore holding company — commonly organised in the Cayman Islands or the British Virgin Islands — that sits above the operating business, subject to any home-market outbound-investment and foreign-exchange approvals. The company will need PCAOB-registered audited financial statements and US-GAAP or IFRS accounts whichever route it takes. Companies from some jurisdictions face additional layers, so the structure is best planned early, alongside home-market advisers. Our markets pages set out the considerations country by country.
Going public, in brief.
Q1What is the fastest way to go public in the US?
For many private companies the fastest practical route is a reverse takeover into an existing trading shell, because the public vehicle already exists and already reports. A reverse merger is typically completed in around three to six months, versus roughly twelve to eighteen months for a traditional underwritten IPO. Actual timing depends on the readiness of audited financial statements and the SEC review of the required disclosure, so speed is never guaranteed.
Q2Do I need revenue or profit to go public in the US?
Not necessarily. Becoming a reporting company through a reverse takeover, a Form 10 or the OTC Markets does not require any particular level of revenue or profit. However, listing on Nasdaq or NYSE American means meeting those exchanges' quantitative initial listing standards, which can be satisfied through income, market capitalisation, equity or assets-and-revenue tests. A company without profits may still qualify under a market-value or equity standard, or may start on the OTC Markets and uplist later. Every route requires audited financial statements.
Q3What is an APO or Alternative Public Offering?
An Alternative Public Offering (APO) combines a reverse merger into a public shell with a concurrent private placement of equity, typically a PIPE (private investment in public equity). The reverse merger delivers public status while the concurrent financing raises capital at closing, so the company goes public and is funded in a single, coordinated transaction. It suits companies that need both a listing and growth capital at once.
Q4How do I choose between a reverse takeover and an IPO?
The choice turns on capital need, speed, cost, size and control. A traditional IPO is well suited to larger companies that need to raise substantial primary capital and can bear the time, cost and market-timing risk of an underwritten offering. A reverse takeover suits companies that value speed and price certainty, do not need a large public raise at listing, and want to retain control. Readiness of audits and the strength of the shell are decisive in either case, and the decision should be made with qualified US securities counsel.
Q5Can a non-US company go public in the United States?
Yes. Non-US companies frequently list in the United States, most often through an offshore holding company, subject to home-market outbound-investment and foreign-exchange approvals, PCAOB-registered audits, and US-GAAP or IFRS financial statements. Companies from certain jurisdictions face additional requirements, so the structure should be planned early with US securities counsel and home-market advisers.
This page is general, educational information about US listing routes and is not investment, legal, tax, or accounting advice, nor an offer or solicitation. Regulatory details change and vary by circumstance; obtain advice from qualified US securities counsel. See our disclosures.
Which route fits your company?
Tell us your business, your home market, your capital need and your timing, and we will tell you honestly which way of going public in the US fits — or whether it is premature.