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
For domestic companies the OTC market is where most reverse takeovers actually happen, and where the sequencing question is decided. OTCQX is not available at closing: its rules exclude shell companies and blank-check companies outright, and the OTCQX Rules for US Companies add financial, float, beneficial-shareholder, bid-price and market-capitalisation standards that a newly merged business will not carry. OTCQB is the tier that receives the transaction — SEC reporting and current, a minimum bid price maintained ahead of admission, a public float expressed as a percentage of the class outstanding, a minimum number of beneficial shareholders each holding a round lot, and an annual verification and management certification that has to be filed on time every year.
The distinctive domestic issue on this venue is that a quote is not the same thing as a market. Because 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 status, has remained current in its reporting and a further period has elapsed, the entire legacy register is frozen. A ticker exists, market makers may be quoting, and almost nobody can lawfully sell. Companies that have not planned for this discover it when early investors ask for a legend removal and the transfer agent declines. The answer is either patience or a registration statement covering the resales, and that decision belongs in the structuring, not in the aftermath.
The second domestic trap is continuity of information. Public quotation depends on a broker-dealer’s compliance with SEC Rule 15c2-11, implemented through FINRA Rule 6432, which requires a filing supported by current issuer information before quoting begins. If a former shell falls behind in its reporting, the practical consequence is not a warning letter but a change in how the security may be quoted, and liquidity disappears with it. Sustaining the reporting calendar from the first day after closing — not from the first deadline that is missed — is the single most useful discipline a domestic reverse-merger company can adopt, and it is a question of resourcing the reporting function before it is needed rather than after.
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 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.