纳斯达克直接上市
A NASDAQ direct listing lets a company go public on NASDAQ without a traditional underwritten IPO and without dilutive underwriting, while Directly Listed manages listing readiness, SEC registration, Edgarization, and the exchange application end to end.
无需IPO即可在纳斯达克上市。我们全程管理上市准备、SEC注册、Edgar化和交易所申请。
您将获得什么
- ✓Initial Due Diligence and Corporate AssessmentComprehensive review of the client's business, financials, and regulatory posture.
- ✓U.S. Entity Formation and Corporate RestructuringFormation of a Delaware or Wyoming corporation; preparation of governance documentation and state filings.
- ✓Corporate Governance and Documentation AdvisoryDrafting and structuring of corporate minutes, bylaws, board resolutions, and committee charters in compliance with U.S. securities laws and NASDAQ Rule 5605, handled by our attorneys.
- ✓Capital Structure OptimizationAdvisory on capitalization strategy to meet U.S. exchange listing requirements, including authorized share structure and shareholder distribution.
- ✓Private Placement StructuringStrategic guidance on Regulation A, Regulation D, and Regulation S offerings, including preparation of Form D and related documentation.
- ✓Bridge Financing Advisory (Optional)Structuring of pre-listing interim capital facilities to support operational readiness and regulatory compliance.
- ✓Equity Line of Credit (ELOC) Structuring (Optional)Advisory on referring and structuring an equity line of credit facility of up to USD $350 million for post-listing liquidity and growth capital.
- ✓M&A and Intellectual Property Acquisition Support (Optional)Strategic advisory on business combinations, asset acquisitions, and IP roll-ups in support of listing readiness.
- ✓SEC Registration FilingsPreparation, review, and submission of Form 10 and/or Form S-1 registration statements, including all exhibits, financials, and governance disclosures.
- ✓NASDAQ Application and Market Maker CoordinationSubmission of the NASDAQ listing application; coordination with qualified market makers to secure sponsorship and ensure orderly trading.
- ✓Exchange Listing ExecutionFinalization of the listing application with NASDAQ or NYSE; coordination with transfer agents, DTC, and broker-dealers to ensure operational readiness.
融入每笔交易
固定费用参与。 Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise according to the rules.
电子签名执行。 订阅协议和订婚信通过 Adobe Acrobat Sign 执行,并带有完整的审核跟踪。
付款。 资金直接从投资者处理给发行人—金额低于 5,000 美元的通过卡处理,或通过 ACH 或电汇直接转入发行人的银行账户。Directly Listed 从未持有这些资金。
发行人豁免模式。 Directly Listed 是一个技术平台；发行人依靠自己的豁免进行发行,软件内置合规工作流程 — 认证、投资者限制、KYC —。
固定费用披露
Our SEC-licensed attorneys, listing consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees, which are paid directly by the issuer.
固定费用由所提供的服务范围和您公司的阶段决定,股权补助同样根据您的初创公司的阶段和需求设定。每笔交易均单独报价。
纳斯达克直接上市, 深入
A NASDAQ direct listing takes a company public without an IPO. The company registers its shares with the SEC on a Form S-1 (Form F-1 for foreign issuers), qualifies against NASDAQ's initial listing standards, and the stock begins trading through NASDAQ's electronic opening cross at a price set by actual buy and sell orders. There is no underwriting syndicate, no discount of roughly seven percent on proceeds, and normally no 180-day lock-up — existing holders can sell from the first trade.
NASDAQ operates three tiers: the Capital Market for earlier-stage companies, the Global Market, and the Global Select Market. Capital Market entry requires at least 300 round-lot shareholders (400 on the higher tiers), one million publicly held shares, three registered market makers, and one financial standard met in full — $5 million stockholders' equity with $15 million market value of publicly held shares and a two-year operating history, $4 million equity with $50 million market value of listed securities, or $4 million equity with $750,000 net income. Direct listings price off an independent valuation under NASDAQ's direct-listing rules, and NASDAQ has been tightening several standards through 2025–2026.
The route suits companies with a clear equity story, shareholders who want day-one liquidity, and enough holder distribution — or a plan to build it through a pre-listing raise — to generate organic demand. Directly Listed manages the full arc for a flat platform fee plus an equity grant: PCAOB audit readiness, governance build-out, the S-1 and SEC comment process, the NASDAQ application, and post-listing compliance, typically in four to nine months.
纳斯达克直接上市 — 问题与答案
What are the NASDAQ requirements and tiers for a direct listing?
纳斯达克 operates three tiers — the Capital Market for earlier-stage companies, the Global Market, and the Global Select Market — and direct listings are permitted on each. Capital Market entry requires at least 300 round-lot shareholders (400 on the higher tiers), one million or more publicly held shares, generally three registered market makers, and one full financial standard: 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). Direct listings use a valuation-based price under NASDAQ's direct-listing rules, and higher-tier listings carry additional unrestricted-share and valuation conditions. NASDAQ has been tightening standards in 2025–2026, so we confirm the live rulebook in every qualification review.
How does the process work, and how long does it take?
Most engagements run four to nine months from start to first trade, in three phases. First, preparation: PCAOB-standard audits, board and committee independence, corporate cleanup, and drafting the S-1 (or F-1 for foreign issuers). Second, qualification: the SEC review — typically two to four comment rounds over three to five months, with the first comment letter usually arriving within about 30 days — runs in parallel with the 纳斯达克 listing application, symbol reservation, and qualification review. Third, listing: once the registration statement is effective and the exchange approves, shares open for trading; we coordinate the transfer agent, DTC, and market makers so the first day is orderly. The largest timeline variable is audit readiness — a company with current PCAOB audits moves much faster.
How is the opening price set on NASDAQ?
The exchange publishes a reference price the evening before trading — based on recent private-market trades or, absent those, an independent valuation — and the stock then opens through an auction that matches actual buy and sell orders. On 纳斯达克, the opening cross runs through NASDAQ's electronic auction with the company's financial advisor's input; the independent valuation also anchors the permissible range around the reference price under NASDAQ's direct-listing rules. The reference price is informational, not transactional: no shares change hands at it, and opening prices routinely diverge from it because the auction reflects real demand. There is no underwriter allocation anywhere in the process — the first print is the market's own number.
Can I raise capital in — or around — a NASDAQ direct listing?
Yes, three ways. In it: a primary direct listing sells new company shares in the opening auction under the post-2020 exchange rules. Before it: a 注册 D 506（b） 要么 506（c） private placement, a 注册 A+ public raise, or a 注册 S offshore tranche funds the balance sheet the exchange will evaluate — and prices a reference point for the listing. After it: an 股权信用额度 gives committed standby capital to draw on your own timeline, and a 管道 places institutional capital at a negotiated price. Many clients run all three phases; the raise is engineered around the listing, not bolted on.
How much does a NASDAQ direct listing cost?
Costs fall into four buckets: the PCAOB-standard audit (the largest variable, especially first-time audits); legal and advisory work — on our platform, SEC-licensed attorneys, consultants, and listing advisors are all paid out of one flat platform fee plus an equity grant at signing, with no separate legal bills; third-party costs (independent valuation, transfer agent and DTC fees, financial printer/EDGAR, D&O insurance); and exchange fees — 纳斯达克 annual fees run on the order of $85,000 for many issuers, with entry fees additional. The total is typically far below an underwritten IPO of similar size, because the roughly seven percent underwriting discount on proceeds simply never leaves. We scope fees in writing before an engagement begins: request a quotation.
Is there a lock-up in a direct listing?
Normally no. A direct listing has no underwriter-imposed lock-up, so existing holders can sell from the first day of trading — one of the route's defining advantages for employees and early investors. Securities-law limits still apply: insiders remain subject to Rule 144's conditions for affiliates, Section 16 reporting and short-swing profit rules for officers, directors, and 10% holders, and the company's own insider-trading policy and trading windows. Some companies choose to impose contractual transfer restrictions on particular holders for market-management reasons — a choice, not a requirement, and one we model against expected float and demand before recommending it. The discipline that replaces the lock-up is internal: trading windows keyed to the reporting calendar and Rule 10b5-1 plans for insiders who want programmatic selling.
还有其他问题吗？浏览 完整的常见问题解答 — 每个结构都有 459+ 个答案， 这 发行人常见问题解答, 或者 投资者常见问题解答.
NASDAQ Direct Listing Requirements
Direct listings on NASDAQ rely on an independent third-party valuation (or compelling evidence) to establish price-based requirements.
Nasdaq Capital Market — Direct Listing Financial & Liquidity Requirements
For a direct listing, Nasdaq relies on a valuation provided by an independent third party with significant experience, or certain compelling evidence.
| 要求 | Equity Standard | Market Value of Listed Securities | Net Income Standard |
|---|---|---|---|
| Stockholders' Equity | 500万美元 | 400万美元 | 400万美元 |
| MV of Unrestricted Publicly Held Shares (valuation / compelling evidence) | $30M / $37.5M | $30M / $37.5M | $30M / $37.5M |
| MV of Listed Securities (valuation / compelling evidence) | — | $100M / $125M | — |
| Net Income (latest FY or 2 of last 3) | — | — | $750K |
| Unrestricted Publicly Held Shares | 1M | 1M | 1M |
| Unrestricted Round Lot Shareholders | 300 | 300 | 300 |
| Market Makers | 3 | 3 | 3 |
| Operating History | 2 年 | — | — |
| Bid Price (valuation / compelling evidence) | $8 / $10 | $8 / $10 | $8 / $10 |
Summary of key thresholds. A company must meet all criteria under at least one standard plus the applicable liquidity requirements. See the complete official guide attached below for all standards, liquidity criteria, and footnotes.
Nasdaq Global Market — Direct Listing Financial & Liquidity Requirements
For a direct listing, Nasdaq relies on a valuation provided by an independent third party with significant experience, or certain compelling evidence.
| 要求 | 收入 | Equity | Market Value | Total Assets / Total Revenue |
|---|---|---|---|---|
| Pre-tax income from continuing operations (latest FY or 2 of last 3) | 100万美元 | — | — | — |
| Stockholders' Equity | 1500万美元 | $30M | — | — |
| MV of Listed Securities (valuation / compelling evidence) | — | — | $150M / $187.5M | — |
| Total Assets and Total Revenue (latest FY or 2 of last 3) | — | — | — | $75M & $75M |
| Unrestricted Publicly Held Shares | 1.1M | 1.1M | 1.1M | 1.1M |
| Unrestricted Round Lot Shareholders | 400 | 400 | 400 | 400 |
| Market Makers | 3 | 3 | 4 | 4 |
| Operating History | — | 2 年 | — | — |
| Bid Price (valuation / compelling evidence) | $8 / $10 | $8 / $10 | $8 / $10 | $8 / $10 |
Summary of key thresholds. A company must meet all criteria under at least one standard plus the applicable liquidity requirements. See the complete official guide attached below for all standards, liquidity criteria, and footnotes.