OTC Markets listing for United States companies.
The OTC Markets tiers — OTCQX and OTCQB — are where many reverse takeovers begin, providing a public quote and reporting record from which a company can later uplist to Nasdaq or NYSE American.
For a private company in United States, the OTC Markets 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 OTC Markets by merging into a listed shell, or by uplisting to it from a lower tier once the standards are met.
- OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges.
- 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 | OTC Markets — the OTC Markets |
|---|---|
| Route | Reverse takeover into a listed shell, or uplisting from a lower tier once standards are met. |
| Standards | OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges. |
| 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. |
OTC Markets for United States companies
OTCQX and OTCQB are frequently where a US reverse takeover begins, providing a public quote and reporting record at lower cost than a national exchange. Many domestic companies complete the merger there, build trading history and disclosure discipline, then uplist to Nasdaq or NYSE American when eligible.
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 OTC Markets for your United States company?
Start an enquiry →OTC Markets listing for United States companies — FAQ
Q1Can a United States company list on OTC Markets via reverse takeover?
A United States company can reach the OTC Markets by merging into a shell already listed there, or by uplisting once it meets the applicable standards. OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges.
Q2What are the OTC Markets listing standards?
OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges. 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
- Nasdaq listingUnited States → Nasdaq
- NYSE American listingUnited States → NYSE American
- 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.