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Indonesia Nasdaq Reverse Takeover

Nasdaq listing for Indonesia 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 Indonesia, 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.

Key takeaways
  • A Indonesia 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

VenueNasdaq — the Nasdaq Stock Market
RouteReverse takeover into a listed shell, or uplisting from a lower tier once standards are met.
StandardsNasdaq 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 marketIndonesia Stock Exchange (IDX) · regulator OJK
CurrencyIndonesian rupiah (IDR)
Our roleAdvisory and arranger; not a broker-dealer, law firm or auditor.

Nasdaq for Indonesia companies

An Indonesian group reaching Nasdaq through a reverse takeover is choosing between tiers rather than between exchanges. The Global Select Market's entry tests — aggregate pre-tax earnings above US$11 million across three fiscal years, or an average market capitalisation measured in the hundreds of millions — are written for companies far beyond the scale of most Jakarta scale-ups, and the Global Market Equity Standard's US$30 million of stockholders' equity is rarely present in a business funded by rupiah bank facilities and regional venture rounds. The Nasdaq Capital Market is the realistic tier. Its Equity Standard, as published in Nasdaq's initial listing guide, asks for US$5 million of stockholders' equity, a two-year operating history, 1,000,000 unrestricted publicly held shares and 300 unrestricted round lot holders.

For an Indonesian issuer the standard that binds first is usually neither equity nor income. It is the US$15 million market value of unrestricted publicly held shares, read together with the round lot holder count. Both tests exclude securities subject to resale restrictions, and in a reverse takeover the stock held by a founding family, an offshore holdco and pre-deal private-equity investors is normally restricted. A company can clear every financial threshold and still fail on distribution. Nasdaq also requires at least half of the minimum round lot holders each to hold unrestricted stock worth at least US$2,500, which is a different question from having a long shareholder list.

Nasdaq applies additional standards to companies that became public by reverse merger. The SEC order approving them describes a one-year trading period after the reverse-merger information is filed with the SEC, at least one annual report carrying audited financial statements for a full fiscal year following that filing, and a minimum price sustained over a run of trading days. That sequencing is why Indonesian transactions are frequently planned as an OTC quote first and a Nasdaq application later.

The accounting gap is narrow — PSAK is largely converged with IFRS — so the timetable is set instead by consolidating operating companies spread across the archipelago, and by re-presenting licence, offtake and related-party disclosure to US standards. The failure most specific to Indonesian issuers on Nasdaq is the distance between a Positive Investment List structure that delivers economics to the offshore parent contractually and what a PCAOB-registered auditor will accept as a consolidated group. That is a question to close with Indonesian and US counsel before a shell is chosen, not after.

Structuring a reverse takeover from Indonesia

Cross-border deals from Indonesia commonly place a Singapore holding company — or a Cayman or BVI vehicle — above the Indonesian operating entities. Singapore holdcos are familiar to US counsel, auditors, and investors, and they sit within an established tax-treaty network. Moving Indonesian assets or shareholdings up into that offshore structure engages the Financial Services Authority (OJK) where regulated businesses are involved. It also engages sector foreign-ownership limits under the Positive Investment List, along with Bank Indonesia foreign-exchange and reporting rules. Where a business sits in a restricted sector, the group's economics may need to be delivered through contractual or minority arrangements rather than outright ownership. Round-tripping, transfer pricing, and capital-gains treatment on the reorganisation should all be mapped early. Every step defers to Indonesian and US legal and tax specialists.

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Nasdaq listing for Indonesia companies — FAQ

Q1Can a Indonesia company list on Nasdaq via reverse takeover?

A Indonesia 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 Indonesia companies

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.