Nasdaq listing for Brazil companies.
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 the initial listing standards are met.
For a private company in Brazil, the Nasdaq Stock Market can be reached through a reverse takeover — the merger of the operating business into a shell company — provided the applicable listing standards are met.
- A Brazil company can reach the Nasdaq Stock Market by merging into a listed shell, or by uplisting to it from a lower tier once the standards are met.
- Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements.
- US-standard audited financials from a PCAOB-registered auditor are required, and are usually the critical-path item.
- Reverse Takeover arranges and coordinates the transaction; the regulated work is done by licensed specialists.
The route in brief
| Venue | Nasdaq — the Nasdaq Stock Market |
|---|---|
| Route | Reverse takeover into a listed shell, or uplisting from a lower tier once standards are met. |
| Standards | Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements. |
| Home market | B3 (Brasil Bolsa Balcao) · regulator CVM |
| Currency | Brazilian real (BRL) |
| Our role | Advisory and arranger; not a broker-dealer, law firm or auditor. |
Nasdaq for Brazil companies
Nasdaq is the natural destination for Brazil's fintech and technology growth stories, where US investors already track Latin American digital-banking and payments peers. A reverse takeover can reach Nasdaq by merging into a listed shell or by uplifting from the OTC once the tier standards, including the US$4.00 minimum bid, are met.
Structuring a reverse takeover from Brazil
Cross-border deals from Brazil are generally built beneath an offshore holding company — commonly a Cayman Islands entity — that sits above the Brazilian operating group and becomes the US-listed vehicle. Founders and advisers weigh Brazilian tax on the transfer or contribution of shares, the registration of foreign capital and investment flows with the Banco Central do Brasil under Brazil's foreign-capital regime, and IOF and withholding considerations on cross-border movements. CVM rules on public offerings and disclosure remain relevant to the extent Brazilian investors are involved. These are nuanced, fact-specific questions; the structure should be mapped early with Brazilian and US counsel and tax advisers, and this outline is educational rather than advice.
Considering Nasdaq for your Brazil company?
Start an enquiry →Nasdaq listing for Brazil companies — FAQ
Q1Can a Brazil company list on Nasdaq via reverse takeover?
A Brazil company can reach the Nasdaq Stock Market by merging into a shell already listed there, or by uplisting once it meets the applicable standards. Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements.
Q2What are the Nasdaq listing standards?
Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements. Meeting these standards, and maintaining them, is assessed with US securities counsel as part of the transaction.
Q3Is 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 US venues for Brazil companies
- NYSE American listingBrazil → NYSE American
- OTC Markets listingBrazil → OTC Markets
- Brazil — all routesCountry overview
This page is general, educational information about 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 and your home-market advisers. See our disclosures.