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 the NYSE American Company Guide corporate governance standards, 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.
- ✓NYSE Application and Market Maker CoordinationSubmission of the NYSE 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。
纽交所传统上市, 深入
An NYSE conventional listing pairs a Big Board listing with an underwritten registered primary offering: the company files a Form S-1 (F-1 for foreign issuers), qualifies against the NYSE's quantitative and governance standards, markets the deal on a roadshow, and prices with its underwriters the night before trading. The underwriters buy the shares and resell them to institutional clients, so proceeds are certain once the deal prices — in exchange for a discount that typically runs about seven percent of the offering and, usually, a 180-day lock-up.
Alongside the exchange's financial tests sit its distribution requirements — a minimum of 400 round-lot holders and 1.1 million publicly held shares, measured excluding directors, officers, and concentrated owners — plus the $4 minimum price and governance standards: a majority-independent board and an independent audit committee. The primary offering itself builds distribution, since the underwriters place shares across hundreds of new holders. Companies below Big Board scale can weigh NYSE American, which serves earlier-stage issuers with lower financial thresholds — though it materially tightened its initial standards effective 2026, including a $4.00 minimum price across all standards.
The route fits companies whose priority is a large guaranteed raise with institutional placement and research relationships from day one. Directly Listed manages the whole engagement for a flat platform fee plus an equity grant: PCAOB audit readiness, governance recruiting, the S-1 and SEC comment cycle, the NYSE application and DMM selection, pricing coordination, and the post-listing reporting calendar, typically over four to nine months.
纽交所传统上市 — 问题与答案
What does the NYSE require for a conventional listing?
Three pillars apply. SEC registration: an effective registration statement (Form S-1, or F-1 for foreign private issuers) covering the shares. Exchange quantitative standards: tests based on stockholders' equity, market value of publicly held shares, share price, and round-lot shareholder counts — the 纽约证券交易所's distribution requirements set a minimum of 400 round-lot holders and 1.1 million publicly held shares, plus the $4 minimum price, with distribution measured on shares not held by directors, officers, or concentrated owners. Corporate governance: a majority-independent board, an independent audit committee of at least three directors, and the exchange's other governance rules, with phase-in periods for newly listed companies. Most private companies do not meet these standards on day one; closing that gap — audit, governance, cap-table distribution — is the core of the preparation phase.
Should we consider NYSE American instead of the Big Board?
的 纽约证券交易所 is the main Big Board, with the most demanding quantitative standards; NYSE American serves earlier-stage and smaller companies with lower financial thresholds. Both are national securities exchanges under full SEC oversight, and both reach the same investing public. NYSE American publishes alternative financial standards based on pre-tax income, market capitalization, or total assets and revenue, each paired with minimums for stockholders' equity and market value of publicly held shares, plus shareholder-distribution options, a minimum price, and governance rules. Note that NYSE American materially tightened its initial standards effective 2026 — including a $4.00 minimum price across all standards and higher publicly-held-share values — so older summaries understate the bar. We qualify companies against the current rulebook for whichever venue fits their numbers.
How does the process run, and what is the timeline?
The S-1 is filed — usually as a confidential draft first, so early comment rounds run privately, with public filing at least 15 days before the roadshow — and the SEC's Division of Corporation Finance reviews it for disclosure adequacy, typically two to four comment rounds over four to six months to effectiveness. In parallel, the 纽约证券交易所 processes the listing application, qualification review, and symbol reservation, and the Designated Market Maker who will open the stock is selected. Once comments are resolved, the roadshow builds the order book, the offering prices, the registration goes effective, and trading begins. The full going-public calendar commonly runs four to nine months, and audit readiness — not SEC review — is the most common critical path, which is why the PCAOB audit starts first.
What does an NYSE conventional listing cost?
The underwriting discount — typically around seven percent of proceeds — is the largest cost, and it comes out of the raise itself. Preparation costs are the same as any registered listing: securities legal work and the PCAOB-standard audit dominate, with the SEC registration fee modest at about $138.10 per $1 million of securities for FY2026, plus financial printer, D&O insurance, transfer agent, and DTC fees. 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. Exchange fees are additional: 纽约证券交易所 annual fees run from roughly $50,000 upward, with entry fees on top — figures that change with the published schedules, so we confirm the live fee schedule in every scoping.
What is the lock-up, and when do insiders get liquid?
Underwritten offerings customarily impose a 180-day lock-up: employees and early investors agree not to sell for roughly six months after pricing, so the underwriters can manage supply while the market seasons the stock. After the lock-up expires, affiliates still sell under Rule 144 — volume limits of no more than the greater of 1% of shares outstanding or average weekly trading volume in any three-month period, Form 144 filings, and current public information — while Section 16 adds ownership reporting and short-swing profit rules for officers, directors, and 10% holders. Holders who want day-one liquidity should weigh the 纽交所直接上市, which normally has no lock-up at all; we model both against your cap table before recommending a route.
How do we raise capital after the listing?
Being listed opens the institutional toolkit. An 股权信贷额度（ELOC） — a committed standby equity facility from institutional investors — lets the company draw capital when it needs it, on its own timeline, with the issuer controlling timing and draw size. A 管道 places a negotiated block of stock with institutions — family offices, VCs, PE firms, and hedge funds — for immediate capital. 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. Many clients sign the ELOC alongside the listing itself so committed capital is available from the first week of trading — sequencing we design into the original engagement.
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.
NYSE Listing Requirements
NYSE American initial listings must satisfy one financial standard and one distribution standard.
NYSE American — Quantitative Initial Listing Standards (Financial)
A company must meet one of the financial standards below.
| 要求 | Standard 1 | Standard 2 | Standard 3 | Standard 4a | Standard 4b |
|---|---|---|---|---|---|
| Pre-tax income (most recent FY, or 2 of last 3 FY) | $750K | — | — | — | — |
| Stockholders' Equity | 400万美元 | 500万美元 | 400万美元 | — | — |
| Global Market Capitalization | — | — | $50M | 7500万美元 | — |
| Total Assets and Total Revenue (most recent FY, or 2 of last 3) | — | — | — | — | $75M each |
| Aggregate MV of Unrestricted Publicly-Held Shares | 1500万美元 | 1500万美元 | 1500万美元 | $20M | $20M |
| Minimum Price | $4 | $4 | $4 | $4 | $4 |
| Operating History | — | 2 年 | — | — | — |
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.
NYSE American — Distribution Standards
A company must meet one of the distribution options below.
| 要求 | 选项 1 | 选项 2 | 选项3 |
|---|---|---|---|
| Public Shareholders (North America) | 800 | 400 | 400 |
| Public Float (shares) | 500,000 | 1,000,000 | 500,000 |
| Daily Trading Volume (6 months prior) | — | — | 2,000 shares |