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
Nasdaq is the aspirational venue for US technology and life-sciences companies using a reverse takeover as an IPO alternative. A private company reaches it by merging into a Nasdaq-listed shell or by uplisting from the OTC once the initial standards, including the US$4.00 minimum bid price and governance requirements, are met.
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 — 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.