Nasdaq listing.
The senior US venue for growth companies. A reverse takeover reaches Nasdaq either by merging into a Nasdaq-listed shell or by uplisting from the OTC Markets once a tier's initial listing standards are met.
The Nasdaq Stock Market is the venue most founders have in mind when they say they want to “go public in America.” It is a national securities exchange with three tiers, quantitative listing standards, corporate-governance requirements and a US$4.00 minimum bid price. A reverse takeover can reach it, provided the company meets the applicable standard.
- Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — ascending in size and scrutiny.
- Each tier sets quantitative standards (met through alternative combinations of equity, market value or income), plus public float, round-lot holders, a US$4.00 minimum bid price, and corporate-governance rules.
- A reverse takeover reaches Nasdaq by merging into a Nasdaq-listed shell, or by uplisting from the OTC Markets once a tier's standards are met.
- US-standard audited financials from a PCAOB-registered auditor are required and are usually the critical-path item. Exact, current thresholds are confirmed with US securities counsel.
The three Nasdaq tiers
Nasdaq is not a single list. It is organised into three market tiers that ascend in the size and scrutiny they imply. A company lists on the tier whose initial standards it meets, and can move up over time.
| Capital Market | The entry tier, designed for smaller companies. It carries the lowest of the three sets of initial quantitative thresholds, while still requiring float, holders, governance and the US$4.00 minimum bid. |
|---|---|
| Global Market | The middle tier, for mid-sized companies that exceed the Capital Market thresholds on measures such as equity, market value or income. |
| Global Select Market | The top tier, carrying the highest initial financial and liquidity standards. It signals the largest and most established profile among the three. |
The tiers share the same character: each offers more than one way to qualify, so a company can meet a tier through the combination of measures that best fits its profile — for example an equity standard, a market-value standard, or an income standard — rather than a single fixed test.
The nature of the standards
Nasdaq's initial listing standards are quantitative, but the precise numbers vary by tier and by which alternative standard a company relies on. In general terms, a company must satisfy:
A financial standard
Met through an alternative such as stockholders' equity, the market value of listed securities, or income — a company chooses the combination it can satisfy.
Public float and holders
A minimum amount of publicly held shares and market value of public float, together with a minimum number of round-lot (100-share) holders to ensure a genuine trading market.
A US$4.00 minimum bid
The stock must trade at or above a US$4.00 minimum bid price at listing (a lower alternative can apply in limited cases), which shapes the capital structure and share count.
Corporate governance
Nasdaq's governance rules — an independent board majority, audit and compensation committees, a code of conduct, and related requirements — apply to every tier.
We describe these qualitatively on purpose. The exact figures change and differ by tier and standard, so the applicable thresholds are confirmed with US securities counsel as part of the transaction rather than assumed in advance.
Considering Nasdaq for your company?
Start an enquiry →Reaching Nasdaq by reverse takeover
There are two routes to a Nasdaq listing through a reverse takeover, and the right one depends on where the company stands today.
Direct to Nasdaq
The operating business merges into a shell that is already listed on Nasdaq, so the combined company continues on Nasdaq. The exchange reviews the transaction as though it were an initial listing, so the company must meet the tier's standards at closing. See Nasdaq shell companies.
Both paths run on the same foundations: US-standard audited financial statements from a PCAOB-registered auditor, SEC disclosure prepared by US securities counsel, and a capital structure that supports the minimum bid price and float. See how the whole transaction runs on our process page, and how it compares with a conventional flotation on reverse merger vs IPO.
Why founders want Nasdaq
Nasdaq's appeal is liquidity and standing. A Nasdaq listing tends to attract broader institutional interest, deeper trading, wider analyst and index eligibility, and a recognisable badge that helps with customers, talent and future capital-raising. Those advantages come with obligations — continued listing standards, governance, and the full discipline of SEC reporting on Forms 10-K, 10-Q and 8-K — which is why many companies build toward Nasdaq deliberately, sometimes starting on the OTC Markets and uplisting when ready.
Nasdaq listing — FAQ
Q1What are the three Nasdaq tiers?
Nasdaq operates three tiers: the Nasdaq Capital Market, the Nasdaq Global Market, and the Nasdaq Global Select Market. They ascend in the size and scrutiny they imply, from the Capital Market for smaller companies up to the Global Select Market, which carries the highest initial quantitative thresholds. Each tier has its own quantitative listing standards, and all impose corporate-governance requirements and a US$4.00 minimum bid price.
Q2How does a company reach Nasdaq through a reverse takeover?
There are two common paths. A company can merge into a shell that is already listed on Nasdaq, so that the combined company continues on Nasdaq subject to a review of the transaction. Or a company can first become public on the OTC Markets and then uplist to Nasdaq once it meets a tier's initial listing standards. Both are assessed with US securities counsel, and both require US-standard audited financials.
Q3What standards must a company meet to list on Nasdaq?
Each Nasdaq tier sets quantitative standards that can be met through alternative combinations of measures such as stockholders' equity, market value of listed securities, or income, together with requirements for public float, the number of round-lot holders, and a US$4.00 minimum bid price, plus corporate-governance rules. The precise, current figures vary by tier and standard and are confirmed with US securities counsel at the time of the transaction.
Q4Is Reverse Takeover a broker-dealer?
No. Reverse Takeover is an advisory and arranger, not a registered broker-dealer, law firm or auditor. Regulated activities are performed by licensed US securities counsel, PCAOB-registered auditors, transfer agents and broker-dealers coordinated on the transaction.
Other listing venues
- NYSE AmericanThe NYSE market for smaller companies
- OTCQXThe top OTC Markets tier
- OTCQBThe OTC venture market
- All listing venuesCompare the venues at a glance
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.