NYSE American Smaller-Company Exchange Reverse Takeover

NYSE American listing.

The New York Stock Exchange's market for smaller and earlier-stage companies. A reverse takeover reaches NYSE American by merging into a listed shell or by uplisting from the OTC Markets once one of its several qualification standards is met.

NYSE American is the New York Stock Exchange's exchange for growth companies — the smaller and earlier-stage counterpart to the main NYSE market. It is a genuine national securities exchange, with listing standards and NYSE governance, but its qualification thresholds are set below those of the main board, which makes it an accessible exchange to reach by reverse takeover.

Key takeaways

NYSE American is the NYSE's national securities exchange for smaller and earlier-stage companies.
It offers several alternative qualification standards — for example a pre-tax income standard, a market-capitalisation standard, and an assets-and-revenue standard — so a company can qualify through the one that fits.
Alongside a financial standard, a company must meet public float and distribution, a minimum number of shareholders, a minimum price, and NYSE corporate-governance requirements.
It is reached by merging into an NYSE American-listed shell or by uplisting from the OTC Markets; exact current figures are confirmed with US securities counsel.

A market for smaller companies

The New York Stock Exchange operates more than one market. The main NYSE board is home to large, established issuers; NYSE American sits alongside it as the venue for smaller and earlier-stage companies that want an NYSE listing without meeting the largest-company thresholds. Because it is still a national securities exchange, an NYSE American listing carries the substance of an exchange — real standards, governance and continued-listing obligations — while remaining reachable for growth companies.

The several qualification standards

NYSE American does not impose a single financial test. It offers several alternative initial listing standards, and a company qualifies by satisfying the one that best matches its profile. In general terms these alternatives are:

Pre-tax income standard

For companies with a track record of earnings, qualification can rest on a pre-tax income measure together with a minimum level of stockholders' equity.

Market-capitalisation standard

For companies with scale but not yet profits, a standard based on the market value of listed securities (market capitalisation), again with an equity requirement.

Assets and revenue standard

An alternative that looks to a combination of total assets and total revenue, suiting companies whose balance sheet and top line demonstrate substance.

Distribution and governance

Whichever financial standard applies, the company must also meet public float and distribution, a minimum number of public shareholders, a minimum price, and NYSE corporate-governance rules.

As with any exchange, the exact figures change over time and vary by standard, so the applicable thresholds are confirmed with US securities counsel as part of the transaction rather than assumed in advance.

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Reaching NYSE American by reverse takeover

The routes mirror those for any exchange. A company can merge into a shell already listed on NYSE American, so the combined company continues on the exchange subject to a review of the transaction against the initial standards. Or a company can first become public on OTCQB or OTCQX and then uplist to NYSE American once it meets a qualification standard. Both routes rest on US-standard audited financials from a PCAOB-registered auditor and SEC disclosure prepared by US securities counsel. See the full transaction on our process page.

How it compares to Nasdaq

NYSE American and Nasdaq are close alternatives. Both are national securities exchanges with real listing standards, corporate governance and continued-listing obligations, and both can be reached by reverse takeover or by uplisting from the OTC Markets. The differences are ones of structure and emphasis: Nasdaq is organised into three tiers and applies a US$4.00 minimum bid price, while NYSE American is a single exchange positioned for smaller and earlier-stage companies, with a menu of alternative qualification standards. In practice the better fit depends on the company's size, financial profile and objectives — a judgement we work through with the company and US securities counsel. Many founders ultimately regard the two as comparable senior-exchange destinations.

NYSE American listing — FAQ

Q1What is NYSE American?

NYSE American is the New York Stock Exchange's market for smaller and earlier-stage companies. It is a national securities exchange, so it carries genuine listing standards and NYSE corporate-governance requirements, but its qualification thresholds are set below those of the main NYSE market, which makes it an accessible exchange for growth companies.

Q2What are the NYSE American qualification standards?

NYSE American offers several alternative initial listing standards, so a company can qualify through the one that fits its profile — for example a pre-tax income standard, a market-capitalisation standard, or an assets-and-revenue standard. Alongside the chosen financial standard, a company must meet requirements for public float and distribution, a minimum number of shareholders, a minimum price, and NYSE corporate governance. Exact current figures are confirmed with US securities counsel.

Q3How does NYSE American compare to Nasdaq?

Both are national securities exchanges with real listing standards and governance rules, and both can be reached by reverse takeover or by uplisting from the OTC Markets. NYSE American is positioned for smaller and earlier-stage companies and offers alternative qualification standards; Nasdaq operates three tiers and applies a US$4.00 minimum bid price. The better fit depends on the company's size, financials and objectives, which we assess with counsel.

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

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.