Clean Nasdaq shells.
We source and vet clean public shell companies for reverse takeovers — to order, with disciplined diligence. We do not publish an inventory, we do not sell securities, and we are not a broker-dealer.
What a Nasdaq shell is.
A Nasdaq shell company is a public company whose securities are listed on the Nasdaq Stock Market but which has few or no active operations — a listing and an SEC reporting history without a substantive business behind it. A private company can go public by merging into a clean shell in a reverse takeover: it exchanges its shares for a controlling stake, the shell adopts the operating business, and — subject to meeting Nasdaq's initial listing standards — the combined company continues to trade. More broadly, a US shell may sit on Nasdaq, NYSE American, or the OTC Markets; the term “Nasdaq shell” simply points to the venue.
- A shell company is a reporting public company with a listing or quotation history but little or no operating business.
- A “Nasdaq shell” is one listed on Nasdaq; shells also trade on NYSE American and the OTC Markets (OTCQX, OTCQB).
- You do not buy a shell off a shelf — you merge into one via a reverse takeover, taking control through a share exchange.
- A “clean” shell is current in its SEC reporting, free of undisclosed liabilities or litigation, untainted, and with a workable capital structure and float.
- We source and vet shells to order and coordinate the diligence; we do not publish an inventory, sell securities, or act as a broker-dealer.
- The quality of the shell is the single biggest risk in the transaction, which is why diligence comes before anything else.
What makes a shell “clean.”
“Clean” is not marketing language — it is a checklist. A clean shell is one whose history will not come back to impair the combined company's listing, its reporting, or its share price. These are the attributes we test for.
| Current reporting | Up to date on its SEC filings (10-K, 10-Q, 8-K), with no delinquency that would jeopardise eligibility. |
|---|---|
| No hidden liabilities | No undisclosed debts, tax exposures, judgments, guarantees, or off-balance-sheet obligations. |
| No litigation or enforcement | Free of pending litigation, regulatory enforcement, or trading suspensions that could taint the vehicle. |
| Clean history | No promotional, penny-stock, or fraud history attached to the entity or its prior control persons. |
| Workable capital structure | A sensible share count and cap table, with no problematic convertible notes, warrants, or toxic financing overhang. |
| Suitable float | A public float and shareholder base appropriate to the plan — whether a continued listing or a later uplisting. |
| Good standing | The entity is in good standing in its state of incorporation with clean corporate records and a cooperative transfer agent. |
A dirty shell can undo a good deal. See how diligence protects you.
Shell due diligence →Nasdaq shell vs OTC shell vs Form 10 shell.
Not all shells are alike, and the differences drive both cost and strategy. A Nasdaq shell is already listed on Nasdaq and carries the highest bar — and generally the highest price — because the combined company can trade on a national exchange from day one, provided it meets the initial listing standards. An OTC shell is quoted on the OTC Markets (OTCQX or OTCQB), a lower-threshold starting point from which a company commonly plans an uplisting to an exchange as it grows. A Form 10 shell is different in kind: rather than a trading or listed vehicle, it is a company that self-registers under the Exchange Act by filing a Form 10 to become a reporting shell — it has no established trading market until one is developed. Each has a place; the right choice depends on where the business is and where it is going.
| Nasdaq shell | Already listed on a national exchange; highest standards and typically highest cost; immediate exchange trading if standards are met. |
|---|---|
| OTC shell | Quoted on OTCQX or OTCQB; lower thresholds; common starting point with a planned uplisting. |
| Form 10 shell | Self-registered reporting shell via Form 10; reporting company but no established trading market yet. |
The Form 10 route is covered in depth on Form 10 shells, and the venue tiers — Nasdaq, NYSE American and the OTC Markets — on listing venues.
How we source and vet shells.
We do not keep a shop window of shells. We source to order: once we understand your business, your target venue, and your timeline, we identify candidate shells that fit the plan and then subject each to structured due diligence before you commit to anything. That sequence — brief first, diligence second, decision third — is deliberate, because the temptation to move on an attractive-looking shell is exactly where deals go wrong.
Diligence looks behind the listing. We examine the SEC filing history for currency and completeness; the financial statements and any auditor changes; the cap table for convertible notes, warrants, and other overhang; the corporate records and good standing; the transfer-agent records and shareholder list; and the entity's regulatory, litigation, and promotional history. Regulated verification — legal opinions, audit work — is performed by the licensed specialists we coordinate, not by us. The output is a plain assessment of whether a shell is genuinely clean and fit for your reverse takeover, or whether to walk away. The full method is set out on shell due diligence.
Looking for a clean shell for a specific plan? Brief us first.
Start an enquiry →Uplisting a shell to Nasdaq.
Many companies do not start on Nasdaq — they arrive there. A common path is to complete a reverse takeover into a clean OTC-quoted shell, build the operating business and its reporting track record, and then uplist to Nasdaq or NYSE American once the exchange's quantitative and governance standards are met. Nasdaq's initial listing standards include a minimum bid price and governance requirements across its Capital Market, Global Market and Global Select Market tiers; NYSE American applies its own income, market-capitalisation, and assets-and-revenue standards. The precise thresholds are confirmed with US securities counsel for the specific company, because they change and vary by circumstance.
Uplisting is why the cleanliness and capital structure of even an OTC shell matter from the outset: a workable share count and a float suitable for the plan make the later move to Nasdaq feasible rather than a rebuild. When we source a shell, we source it with the intended destination in mind. For more on the tiers and their trade-offs, see listing venues, and for the broader route to a US listing, going public in the US.
What we do not do.
To be unambiguous: Reverse Takeover does not sell securities, does not publish or maintain an inventory of “shells for sale,” and does not act as a broker-dealer. Any reference to sourcing a shell means identifying and diligencing a suitable public company for a reverse takeover, to be effected by the parties with licensed advisers — not an offer, solicitation, or sale of any security. We are an advisory and arranger. The regulated work — legal opinions, audits, the share transfer and market steps — is carried out by US securities counsel, PCAOB-registered auditors, transfer agents, and broker-dealers we coordinate. Nothing on this page is investment, legal, tax, or accounting advice.
The shell is the biggest risk.
If there is one thing to take from this page, it is this: in a reverse takeover, the shell itself is the largest risk you carry. A private company can do everything right — a strong business, clean audits, sound structuring — and still inherit a problem it never created if the vehicle it merges into is not clean. Undisclosed liabilities become the combined company's liabilities. A reporting delinquency becomes an eligibility problem. A promotional or enforcement history follows the entity, not the former owner. A toxic convertible note dilutes the new shareholders. None of these is visible from the ticker; all of them are the point of diligence.
This is why we lead with vetting and refuse to treat shells as interchangeable commodities. A shell that looks cheap and available can be the most expensive decision in the transaction. A shell that is genuinely clean — current, unencumbered, well-structured — is what lets the deal deliver what a US listing is supposed to deliver. If you take nothing else to your advisers, take the discipline of putting the shell under a microscope first. See public shell companies for the wider context and shell due diligence for the checklist.
Have a shell in front of you already? We will pressure-test it.
Start an enquiry →Nasdaq shells, in brief.
Q1What is a Nasdaq shell company?
A shell company is a public company with a listing or quotation and an SEC reporting history but few or no active operations. A Nasdaq shell is one whose securities are listed on the Nasdaq Stock Market. A private company can go public by merging into a clean shell in a reverse takeover and, subject to meeting Nasdaq's initial listing standards, continue trading as the combined business. Some shells trade on the OTC Markets and can uplist to Nasdaq once the standards are met.
Q2Can you buy a shell company to go public?
In practice a private company does not simply buy a shell off a shelf; it goes public by merging into an existing public shell through a reverse takeover, exchanging its shares for a controlling stake in the public company. A change of control and a share exchange sit at the centre of the transaction. We source and diligence suitable shells to order and coordinate the merger with US securities counsel; we do not sell securities or publish an inventory of shells for sale.
Q3What is a clean shell?
A clean shell is a public shell that is current in its SEC reporting, has no undisclosed liabilities, judgments or litigation, has no tainted regulatory or promotional history, and has a workable capital structure, share count and float suitable for the plan. The opposite is a shell with reporting gaps, hidden liabilities, or a history that can impair a listing or an uplisting. Confirming cleanliness is the purpose of shell due diligence, and it is the single most important protection in a reverse takeover.
Q4What does a shell cost?
The cost of a public shell varies widely with its venue, the cleanliness of its history, its capital structure, and market conditions at the time. A listed Nasdaq shell generally commands more than an OTC-quoted shell, and a demonstrably clean shell more than one that needs work. Because it is deal-specific, we do not quote a figure here; treat cost as general information and confirm it for a specific transaction.
Q5Do you act as a broker-dealer?
No. Reverse Takeover is an advisory and arranger. It is not a registered broker-dealer, investment adviser, law firm, or audit firm, it does not sell securities, and nothing it publishes is investment, legal, tax, or accounting advice. Regulated activities are carried out by appropriately licensed US securities counsel, PCAOB-registered auditors, transfer agents, and broker-dealers coordinated on the transaction.
This page is general, educational information about US 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. See our disclosures.
Need a clean shell?
Tell us your business, your target venue, and your timeline, and we will source and vet candidate shells to order — or tell you honestly if a different route fits better.