Nasdaq listing for United States 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 United States, 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 United States 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 | Nasdaq, NYSE, NYSE American, and the OTC Markets · regulator SEC |
| Currency | US dollar (USD) |
| Our role | Advisory and arranger; not a broker-dealer, law firm or auditor. |
Nasdaq for United States companies
A domestic company aiming at Nasdaq through a reverse takeover is almost always aiming at the Capital Market tier, and the reason has nothing to do with the quality of the business. The Global and Global Select tiers assume a distributed shareholder base and sustained trading volume — the by-products of an underwritten offering. A shell merger produces neither. So the practical question is not which tier a US issuer deserves but which of the Capital Market’s three financial standards — equity, market value of listed securities, or net income — the combined company can evidence, and each is set out with its liquidity conditions in the Nasdaq Initial Listing Guide.
What binds first, for a domestic issuer, is the interaction between two rules that are easy to read separately and fatal to read separately. Nasdaq’s published standards exclude securities subject to resale restrictions for any reason from publicly held shares, from the market value of those shares and from the round-lot shareholder count, and require at least half the minimum round-lot holders each to hold unrestricted securities above a stated value. Meanwhile Rule 144 is unavailable for securities of a former shell company until the issuer has ceased to be a shell, has filed Form 10 information reflecting that, has stayed current in its reporting, and a further period has run. The consequence is arithmetic: on the day the merger closes, a US reverse-merger company’s unrestricted float is close to nothing, and it stays close to nothing until either a resale registration statement goes effective or the clock runs. Nasdaq Listing Rule 5110(c) then requires a seasoning period, sustained compliance with the applicable price requirement over a defined run of recent trading days, and timely periodic filings including an annual report with audited financials, with an exception where the listing accompanies a firm commitment underwritten offering above a stated size.
The audit is domestic and therefore simpler in kind, not in effort. There is no IFRS conversion and no currency remeasurement, but a private company’s historical accounts have to be brought to PCAOB-audited, US GAAP standard across the required comparative periods, by a firm on the PCAOB register. Where domestic deals go wrong is on the other side of the table: a shell with a custodianship or reinstatement history, unresolved legacy shareholders, or share certificates whose free-trading status cannot be traced. Nasdaq can and does apply additional conditions or decline a listing on public-interest grounds even where every enumerated criterion is met. Diligence on the shell is not a formality here; it is the deal.
Structuring a reverse takeover from United States
Because the company and the shell are both domestic, the structuring conversation looks entirely different from a cross-border deal. There is no Cayman or BVI holding company to insert, no round-tripping analysis, and no outbound-investment or exchange-control approval to obtain. The central work is instead diligence on the shell itself — confirming it is clean, current in its SEC reporting, free of undisclosed liabilities and legacy shareholder issues, and appropriately capitalised. This diligence runs alongside the mechanics of the merger, the resulting share structure, and control. Careful counsel focus on the shell's reporting history, any custodianship or reinstatement issues, and the terms that determine post-merger ownership. This is educational orientation. The specific transaction should be structured and vetted by experienced US securities counsel.
Considering Nasdaq for your United States company?
Start an enquiry →Nasdaq listing for United States companies — FAQ
Q1Can a United States company list on Nasdaq via reverse takeover?
A United States 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 United States companies
- NYSE American listingUnited States → NYSE American
- OTC Markets listingUnited States → OTC Markets
- United States — 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.