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Philippines Nasdaq Reverse Takeover

Nasdaq listing for Philippines 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 Philippines, 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 Philippines 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 marketPhilippine Stock Exchange (PSE) · regulator SEC
CurrencyPhilippine peso (PHP)
Our roleAdvisory and arranger; not a broker-dealer, law firm or auditor.

Nasdaq for Philippines companies

Nasdaq fits Philippine fintech, remittance-technology, and higher-growth outsourcing companies whose profiles suit its investor base. Groups generally aim for a Capital Market listing once post-merger scale supports the US$4.00 minimum bid and the float and shareholder standards, uplisting to higher tiers as the business matures.

Structuring a reverse takeover from Philippines

Cross-border deals from the Philippines usually interpose an offshore holding company — frequently Singapore, Cayman, or BVI — above the Philippine operating entities, chosen for their acceptance by US investors and auditors. The central constraint is the constitutional and statutory foreign-ownership regime: the Foreign Investment Negative List and sector-specific caps limit foreign equity in many activities, so the group's economics may need to be delivered through permitted structures rather than outright ownership. Bangko Sentral ng Pilipinas rules govern outbound investment and the repatriation of peso proceeds and dividends, and SEC (Philippines) requirements apply to the local corporate steps. Anti-dummy considerations, transfer pricing, and capital-gains and documentary-stamp treatment on the reorganisation should all be modelled early. Each step defers to Philippine and US legal and tax specialists and is subject to current rules.

Considering Nasdaq for your Philippines company?

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Nasdaq listing for Philippines companies — FAQ

Q1Can a Philippines company list on Nasdaq via reverse takeover?

A Philippines 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 Philippines 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.