纳斯达克常规上市

An IPO sells new shares through underwriters, who set the price, allocate the stock to their institutional clients, and charge a discount — typically around seven percent of proceeds. A direct listing skips the underwriters entirely: no discount, no allocation, and normally no 180-day lock-up. Both routes require full SEC registration (Form S-1, or F-1 for foreign issuers) and full exchange qualification — the disclosure and listing standards are identical. Neither route is better in the abstract: an underwritten conventional listing suits a company that wants a guaranteed raise and institutional placement; a 直接上市 suits a company with a clear equity story, existing shareholders who want liquidity, and no appetite for a seven-percent haircut. We help you decide which fits before any money is spent.

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For most issuers the relevant tier is the NASDAQ Capital Market, where a company must satisfy one of three standards in full: the Equity Standard ($5 million stockholders' equity, $15 million market value of publicly held shares, two-year operating history), the Market Value Standard ($4 million equity, $50 million market value of listed securities), or the Net Income Standard ($4 million equity, $750,000 net income) — each with one million publicly held shares, 300 round-lot shareholders, three market makers, and a $4 bid price ($3 closing-price alternative when additional financial conditions are met). Publicly held means stock in the hands of investors, not insiders: if pure investors held $5 million of shares before the raise, 纳斯达克 requires a raise of at least $10 million to reach $15 million publicly held. Governance requirements — independent board majority, audit committee — apply alongside, and NASDAQ has been tightening standards in 2025–2026.

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The company files a Form S-1 (or submits a confidential draft first — available to all issuers since 2017), and the SEC's Division of Corporation Finance reviews it, usually issuing a first round of comments within about 30 days. The company responds with amendments, and there are typically two to four rounds before the registration can be declared effective — about four to six months from filing to effectiveness. Meanwhile the 纳斯达克 listing application, symbol reservation, and qualification review run in parallel, and the roadshow markets the offering off the preliminary prospectus. Once the SEC is satisfied, the registration goes effective, the offering is priced, and trading begins. The biggest timeline variable is audit readiness — having PCAOB-audited financials ready is essential, and a first-time audit adds significant time.

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Three layers. Preparation: securities legal work and the PCAOB-standard audit are the dominant costs — on our platform, SEC-licensed attorneys, consultants, and listing advisors are paid out of one flat platform fee plus an equity grant at signing, with third-party costs (audit, valuation where needed, transfer agent and DTC, financial printer, D&O insurance) additional; the SEC registration fee itself is modest, about $138.10 per $1 million of securities for FY2026. Exchange fees: 纳斯达克 annual fees run on the order of $85,000 for many issuers, with entry fees additional. The offering: the underwriting discount, typically around seven percent of proceeds, is the largest single cost and the one a 直接上市 avoids. We scope everything in writing before an engagement begins.

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After the S-1 is substantially through SEC review, the company circulates a preliminary prospectus and conducts the roadshow to build the order book among institutional investors. The company and underwriters then price the offering the night before trading, the registration is declared effective, and the underwriters allocate shares to their clients at the offering price before the stock opens on 纳斯达克. Unlike a direct listing's open auction, the first print follows an allocation decided in advance — which brings underwriter price support in early trading, but also the chronic IPO problem of underpricing: a first-day pop is money the company or its shareholders left on the table. The market-set alternative is described on our 纳斯达克直接上市 页。

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The primary offering is the raise at listing, but it rarely stands alone. Before it, a 注册 D private placement or 注册 A+ public round can fund the balance sheet the exchange will evaluate and broaden the shareholder base toward the round-lot and publicly-held-share tests — companies have listed via Reg A+ with a Form 8-A registering the class at qualification. After it, an 股权信贷额度（ELOC） gives committed standby capital to draw on your own timeline, a 管道 places institutional capital at a negotiated price, and once the company has twelve months of reporting history and meets the float test, a Form S-3 shelf registration streamlines registered follow-ons.

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