Part of the Regulation A+ Offerings: The Complete Guide
Can You List on NASDAQ or NYSE After a Reg A+ Offering? What Founders Need to Know
Yes, companies can pursue a NASDAQ or NYSE listing after a Reg A+ offering, and it's a path more founders are exploring for its flexibility and cost efficiency. But a Reg A+ raise is one possible route toward listing, not a guaranteed one, and completing a raise alone doesn't satisfy exchange requirements.
Stating the Opportunity, and Its Limits, Honestly
Yes, you can list on NASDAQ or NYSE after a Reg A+ offering. Reg A+ allows companies to raise up to $75 million in a 12-month period, and once the offering is complete, companies that meet the listing requirements, including at least two years of operating history and PCAOB audits from the quarter prior to listing, can pursue a direct listing or IPO on NASDAQ or NYSE.
This approach lets you build a broad investor base and market awareness before going public, while avoiding the steep upfront legal and audit costs of a traditional S-1 IPO. Careful planning and ongoing SEC reporting are essential for success.
A Reg A+ raise is one possible path toward an exchange listing, not a guaranteed one. Completing a Reg A+ raise does not by itself satisfy NASDAQ or NYSE requirements, and neither the exchanges nor Manhattan Street Capital guarantee any listing outcome. Listing standards below are summarized from official NASDAQ and NYSE documentation as of this writing; confirm current thresholds directly with the exchange before relying on them, since they do change.
How a Reg A+ Raise Supports Exchange Listing Eligibility
To list on NASDAQ or NYSE, a company generally needs to clear several thresholds: minimum market value of publicly held shares, a minimum number of shareholders, a minimum share price, at least two years of operating history, and PCAOB-level audited financials from the quarter prior to listing. A successful Reg A+ raise helps meet some, but not all, of these.
What it can help you meet
- Shareholder count expansion. Reg A+ lets you accept investments from both accredited and non-accredited investors nationwide, building a large, diverse shareholder base. That matters for NASDAQ's and NYSE's minimum round-lot shareholder thresholds (investors holding 100 or more shares), commonly around 300 for NASDAQ and 400 for NYSE.
- Capital raised and market cap. Capital raised through Reg A+ increases the company's equity and contributes directly to the "market value of publicly held shares" requirement, commonly around $15 million for NASDAQ and $40 million for NYSE under their standard IPO tracks. Funds raised and shares distributed through Reg A+ help companies meet or exceed these benchmarks.
What it does not solve
- Audited financials. Exchanges require PCAOB-standard audited financials from the quarter prior to listing. Reg A+ only requires US GAAP audits, which aren't automatically PCAOB-compliant.
- Minimum bid price. Both exchanges require a minimum share price, commonly around $4. A Reg A+ raise doesn't guarantee your stock will trade at or above that level.
- Governance structure. Independent directors, an audit committee, and related governance requirements aren't addressed by simply completing a Reg A+ raise.
- Application and approval. Listing requires a formal application and a detailed exchange review of financials, business model, and compliance readiness.
- FINRA review, if applicable. If a broker-dealer is involved, FINRA must review and approve the arrangement, which can add time and complexity.
Raising capital through Reg A+ is one part of the process. Meeting every applicable exchange requirement, separately, is what actually determines whether a listing happens.
NASDAQ vs. NYSE: Which Exchange, Which Tier?
For a NASDAQ or NYSE outcome, Reg A+ Tier 2 is almost always the realistic route: up to $75M per 12 months, with no state-by-state blue sky approvals. Tier 1's $20M cap plus state-by-state review makes it slow and costly for most companies aiming at a major exchange.
Most Reg A+ issuers who qualify for NASDAQ land on the NASDAQ Capital Market, its most accessible tier. NASDAQ Global Market and Global Select require materially stronger financials and market value metrics that most Reg A+ issuers don't yet have. NYSE is generally more demanding overall, though NYSE American is designed for smaller companies and is comparatively more accessible than the main NYSE board.
| Factor | NASDAQ Capital Market | NYSE American |
|---|---|---|
| Typical fit | Growth, innovation, and technology-enabled companies with a scalable story. | Smaller public companies and value- or sector-specific stories seeking NYSE family branding. |
| Market value of publicly held shares | Commonly around $15 million under the net income standard, higher under other standards. | Commonly in the $3M–$15M+ range depending on the qualifying standard used. |
| Round-lot shareholders | Commonly around 300. | Commonly in the 300–800+ range. |
| Minimum share price | Typically around $4. | Typically $2–$4, depending on the standard used. |
| Trading and governance readiness | Expect several market makers and consistent two-way trading, plus full public-company governance. | May support lighter but still viable trading. Same underlying SEC reporting and governance obligations apply. |
NASDAQ and NYSE each publish multiple alternative qualifying standards, and exact thresholds change over time. Figures above are commonly referenced minimums; confirm current numbers directly on nasdaq.com and nyse.com before planning around them.
The best venue is the one where the company's stock can sustain credible, ongoing trading activity, not just clear the minimum bar on day one. Public float value, share-price durability, shareholder distribution quality, and audit and reporting readiness tend to be the real gating factors, more than any single headline number.
The Path from Reg A+ Qualification to Exchange Listing
What typically happens after the Reg A+ offering closes, roughly in order, though several steps overlap in practice.
| Step | What it involves |
|---|---|
| 1. Close out the offering | Escrowed funds are released, subscriptions are reconciled, and the final cap table is locked and matched to the Offering Circular terms. |
| 2. Transfer agent and public-company mechanics | The transfer agent issues shares and builds infrastructure for a large holder base. DTC eligibility and FAST processing are typically pursued so broker-dealers can settle trades once listed. |
| 3. PCAOB audit | A PCAOB audit for the quarter prior to listing is required and is a hard gating item; without it, the process can't complete. |
| 4. Upgrade disclosure and reporting | The Reg A+ Offering Circular format is commonly adjusted to resemble an S-1 layout just prior to listing, and post-listing filings upgrade the issuer to full exchange-listed reporting. |
| 5. Governance buildout | Board and committee structure, disclosure controls, and periodic reporting cadence need to be in place before an exchange will sign off. |
| 6. Decide on an underwriter | Usually best engaged after the Reg A+ shows clear traction, since terms tend to improve once investor demand is proven. Adding one too early can introduce FINRA-related friction. |
| 7. Market-maker and trading support | Market-making and investor-relations relationships need to be lined up before listing, not after, so the stock can trade in an orderly way from day one. |
| 8. Exchange application | A formal application covering financials, float, shareholders, and governance readiness is submitted. The exchange issues comments, and resolving them is iterative. |
| 9. FINRA review, if applicable | Only triggered if a broker-dealer is involved. FINRA review can be slow and can restrict advertising, which is one reason broker-dealers are generally avoided outside underwritten IPO situations. |
| 10. Listing approval and go-live | Once all standards, including the PCAOB audit, are satisfied, the exchange grants approval and coordinates the listing date, ticker logistics, and operational readiness. |
Talk to MSC about the full path from Reg A+ to exchange listing.
Citations
- Nasdaq, Initial Listing Guide, Nasdaq Listing Center.
- New York Stock Exchange, NYSE Initial Listing Standards Summary.
- NYSE American, NYSE American Initial Listing Standards.
- U.S. Securities and Exchange Commission, Regulation A, 17 CFR §230.251–230.263.
Manhattan Street Capital is not a law firm, valuation service, underwriter, broker-dealer, or Title III crowdfunding portal, and does not engage in any activities requiring such registration. Manhattan Street Capital does not provide investment advice and does not structure transactions. Do not interpret any commentary from Manhattan Street Capital staff as a replacement for advice from qualified service providers in these professions. When Rod Turner provides commentary, it is based on his observations of what works and what does not from a marketing perspective in online offerings; he does not tell readers what to do, only what is most likely to be cost-effectively marketed online. All decisions about the terms of any offering are made by the companies making those offerings.