How to take a company public in the US.
There is more than one door into the US public markets. Here are the main routes — reverse takeover, Form 10, APO, IPO, direct listing and Reg A+ — what each is for, and a simple framework for choosing between them.
Going public in the US means becoming a company whose shares are registered with the SEC and quoted or listed for trading. There are several routes to that status — reverse takeover, Form 10 registration, alternative public offering, traditional IPO, direct listing and Regulation A+ — and they differ mainly in speed, cost, and whether they raise capital at listing.
- “Going public” is a status; the route in is a choice, and the routes are not interchangeable.
- A reverse takeover and an APO are fast, control-friendly, and suit companies that want to be public soon; an IPO is built to raise a large, defined amount at listing.
- A Form 10 registration makes a company a reporting company without an offering; a direct listing lists existing shares without raising new capital.
- Reg A+ suits smaller, marketed raises to the public with lighter ongoing obligations than a full IPO.
- The right route follows from your goals: capital need, timeline, certainty, cost tolerance, and readiness.
The routes, briefly
Reverse takeover (RTO / reverse merger)
The private company merges into an existing, already-reporting public shell; its owners take the majority of the shares and its business becomes the listed business. Typically the fastest route (often around three to six months) with strong control over price and timing, because the vehicle already exists. It does not itself raise capital — funding, if needed, is paired alongside — and its outcome depends heavily on the quality of the shell. Fits: smaller and mid-size companies, cross-border issuers, founders who want to be public first and raise and uplist later.
Form 10 registration
A company registers its own securities under the Exchange Act by filing a Form 10, becoming a reporting company without an offering and without buying a shell. It is a clean way to enter the reporting system on your own record, but it does not, by itself, create a trading market or raise money — those come afterwards through a market-maker and a separate financing. Fits: companies that want a fresh reporting entity with no inherited history and are content to build liquidity separately.
Alternative public offering (APO)
An APO is, in effect, a reverse takeover combined with a concurrent private placement — often a PIPE — so the company becomes public and raises capital in the same transaction. It keeps much of the RTO’s speed and control while solving the RTO’s main limitation, that the merger alone raises nothing. Fits: companies that want the reverse-takeover route but also need funding at listing.
Traditional IPO
The company registers new shares with the SEC and sells them to public investors through an underwriting syndicate, raising primary capital at the moment of listing. It brings underwriter sponsorship and sell-side research, but it is slower (commonly twelve to eighteen months), more expensive in direct fees, and exposed to the market window. Fits: larger, well-known issuers raising a big, defined amount with a clear equity story. See our full reverse merger vs IPO comparison.
Direct listing
Existing shares are listed directly on an exchange without an underwritten offering, giving current holders a public market without issuing new stock. It avoids underwriting discounts and lock-ups but does not raise primary capital and generally requires enough existing scale, float and visibility to trade well from day one. Fits: companies with strong brand recognition and existing shareholder liquidity that want a listing rather than a raise.
Regulation A+
Reg A+ allows a company to make a public, marketed offering up to an annual ceiling under a lighter regime than a full IPO — sometimes called a “mini-IPO.” It can raise capital from both accredited and non-accredited investors with reduced ongoing reporting relative to a full registration. Fits: smaller companies wanting to raise a modest, marketed amount from a broad investor base without the full weight of an IPO.
Not sure which door is yours? We will tell you honestly.
Start an enquiry →A decision framework
The route follows from the answers to a handful of plain questions. Work through them in order.
- Do you need to raise capital at listing, and how much? A large, defined raise points toward an IPO or an APO; no immediate raise opens up an RTO, Form 10 or direct listing.
- How fast do you need to be public? Months rather than a year favours the reverse-takeover family; a longer horizon can accommodate an IPO.
- How much price and timing certainty do you want? Negotiated routes (RTO, APO) give more control; market-priced routes (IPO) less.
- What is your scale and profile? Large, well-known issuers can carry an IPO or a direct listing; smaller companies are often better served by an RTO, APO or Reg A+.
- How much cost and marketing can you absorb? An IPO’s underwriting and roadshow are substantial; the reverse-takeover family is leaner but comes without built-in analyst coverage.
- What venue are you aiming for? Nasdaq and NYSE American carry quantitative and governance standards; the OTC Markets are a common, lower-threshold starting point with uplisting later. See listing venues.
In practice, most cross-border and smaller-cap companies that come to us are choosing between a reverse takeover, an APO, and a Form 10 registration — and the honest answer sometimes is that an IPO would serve them better, in which case we say so. The routes are tools, not trophies; the point is fit.
A readiness checklist
Whichever route you choose, being a US public company demands a common foundation. Before you start, you should be able to answer yes to most of these.
- Auditable financials. Books that a PCAOB-registered auditor can audit to US standards, ideally already close to ready.
- A clean corporate structure. A sensible cap table and, for non-US companies, a workable offshore holding structure with home-market FX and outbound-investment approvals addressed.
- Governance. A board and controls appropriate to a public company, including the independence and committee requirements of your target venue.
- Disclosure discipline. The capacity to report on the 10-K / 10-Q / 8-K cycle, accurately and on time.
- A capital plan. Clarity on whether, when and how much you need to raise — because that answer shapes the route.
- Advisers in place. US securities counsel, a PCAOB-registered auditor, a transfer agent and, where relevant, a broker-dealer, coordinated as one team. Our going-public and process pages set out how that comes together.
Get the foundation right and the choice of route becomes a question of strategy rather than survival. Get it wrong and no route will save the outcome.
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.