纽交所直接上市
An NYSE direct listing lets a company list on the New York Stock Exchange — the Big Board — without an IPO or dilutive underwriting, with Directly Listed handling SEC registration and the exchange application end to end.
直接在纽约证券交易所上市——获得大交易所的声望，而无需稀释性承销。
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。
纽交所直接上市, 深入
The NYSE pioneered the modern direct listing — Spotify in 2018, then Slack, Palantir, and Asana — and its rules set market-value floors rather than the tiered tests NASDAQ uses. The company registers shares on a Form S-1 (F-1 for foreign issuers), qualifies with the exchange, and opens for trading through an auction conducted by a Designated Market Maker, with no underwriting syndicate, no roughly seven percent discount, and normally no lock-up.
A traditional secondary listing generally requires at least $100 million in aggregate market value of publicly held shares, supported by both an independent third-party valuation and private-market trading evidence — or $250 million where the valuation stands alone. A primary direct listing requires the company to sell at least $100 million in the opening auction, or that shares sold plus publicly held shares total at least $250 million. Alongside those tests sit the NYSE's distribution requirements — a minimum of 400 round-lot holders and 1.1 million publicly held shares — plus the $4 minimum price and governance standards. Distribution is measured on shares not held by directors, officers, or concentrated owners, so cap-table planning starts early.
The route fits companies with real scale or a following strong enough to carry organic demand; NewsMax raised $75 million and listed on the NYSE in March 2025 with no underwriters. Directly Listed runs the audit, governance, S-1, exchange application, valuation, and DMM coordination end to end for a flat platform fee plus an equity grant, typically over four to nine months.
纽交所直接上市 — 问题与答案
What are the NYSE requirements for a direct listing?
的 纽约证券交易所 pioneered the modern direct listing and its rules set market-value floors: a traditional (secondary) direct listing generally requires at least $100 million in aggregate market value of publicly held shares — supported by both an independent third-party valuation and private-market trading evidence — or $250 million where the valuation stands alone. A primary direct listing requires the company to sell at least $100 million in the opening auction, or that the total of shares sold plus publicly held shares reaches at least $250 million. Alongside the market-value tests sit the NYSE's distribution requirements — a minimum of 400 round-lot holders and 1.1 million publicly held shares — plus the $4 minimum price and the exchange's governance standards. Distribution is measured on shares not held by directors, officers, or concentrated owners, which is why cap-table planning starts early.
What is a Designated Market Maker, and why does it matter?
A DMM is the 纽约证券交易所 member firm responsible for opening the stock and maintaining a fair and orderly market in it. In a direct listing the DMM sets the opening price from the order book, consulting the company's financial advisor, and manages the balance of buy and sell interest through the first trades — the closest thing a direct listing has to a steadying hand, since there is no underwriter stabilization. Selecting and coordinating the DMM, and preparing the advisor's opening-day communication protocol, is a key step we manage before the first trade. NASDAQ's model is electronic rather than DMM-centered, with market makers and the opening cross performing the equivalent function.
What actually happens on the first trading day?
Before the open, the exchange's published reference price is public and orders accumulate in the book. The DMM finds the price at which buy and sell interest balances — often well after the 9:30 bell on listing day, and sometimes far from the reference — and the stock opens. From that moment it trades like any listed security. Expect elevated volatility in the early sessions: with no lock-up, supply arrives as existing holders choose to sell, and with no stabilization, the price finds its level on flow alone; direct-listed stocks commonly take weeks to settle into a range. We prepare clients for this — communications plan, investor-relations readiness, insider-trading policy in force — so the first weeks are managed, not endured.
How long does an NYSE direct listing take?
Most engagements run four to nine months from start to first trade. The largest variable is audit readiness: a company with current PCAOB-standard audits moves much faster than one starting its first audit. The SEC review itself typically runs two to four comment rounds over three to five months, with the exchange application processed in parallel rather than in sequence — so the calendar is driven by preparation quality, not by waiting. Confidential draft submission, available to all issuers since 2017, lets the company work through early comment rounds privately and publicly file at least 15 days before the listing. Companies pairing the listing with a pre-listing 注册 A+ 要么 注册 D raise should add the raise's own marketing runway, which can also run in parallel.
Can I raise capital alongside an NYSE direct listing?
Yes. In it: a primary direct listing sells newly issued shares in the opening auction, subject to the $100 million/$250 million thresholds above. Before it: a 注册 D 506（c） round, a 注册 A+ public raise, or a 注册 S offshore tranche funds the balance sheet the exchange will evaluate, and a Reg A+ round can also seed the round-lot holders and publicly held shares the distribution tests demand — the NewsMax playbook. After it: an 股权信用额度 provides committed standby capital on the company's own timeline, and a 管道 places a negotiated block with family offices, VCs, PE firms, and hedge funds. Sequencing is designed case by case.
Is there a lock-up, and what rules govern insider selling?
There is normally no lock-up — existing holders can sell from the first day. What remains is securities law. Affiliates — officers, directors, and holders of more than 10% — sell under Rule 144: volume limits (no more than the greater of 1% of shares outstanding or average weekly trading volume in any three-month period), manner-of-sale requirements, Form 144 filings, and the condition that the company be current in its SEC reports. Section 16 adds ownership reporting on Forms 3, 4, and 5 and short-swing profit disgorgement for round-trip trades within six months. Non-affiliates whose shares are registered in the listing sell freely. Every insider on our engagements gets the compliance briefing and the filing calendar before trading begins.
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NYSE Direct Listing Requirements
NYSE American listing standards apply. For a direct listing without recent trading history, the exchange relies on an independent third-party valuation to establish market-value-based requirements.
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 |