美股招股观察

Scope: one Nasdaq tier and the NYSE initial-listing framework

The Nasdaq Stock Market has three distinctive tiers: The Nasdaq Global Select Market®, The Nasdaq Global Market® and The Nasdaq Capital Market®. This comparison is confined to an initial listing of ordinary shares on The Nasdaq Global Select Market. The requirements of the other two Nasdaq tiers are different and are not used here.

The Nasdaq criteria below are taken from the January 2026 Nasdaq Initial Listing Guide. The NYSE criteria are taken from the January 2026 NYSE Initial Listing Standards Summary. The NYSE initial listing standards apply to both domestic and foreign companies. Foreign companies also have alternative standards under Section 103.01; the standards discussed here therefore cannot be presented as either a foreign-company exemption or evidence that NYSE is more lenient.

Nasdaq Global Select Market: four alternative financial standards

A company listing ordinary shares on The Nasdaq Global Select Market must satisfy all criteria under at least one of four financial standards, together with the applicable liquidity requirements. The tests are alternative routes. The figures from different standards should not be combined.

Standard 1: Earnings (5315(e) and 5315(f)(3)(A)) requires aggregate earnings in the prior three fiscal years of more than $11 million. Each of the prior three fiscal years must be more than $0, and each of the two most recent fiscal years must be more than $2.2 million. Standard 1 does not state a separate Average Market Capitalization amount.
Standard 2: Capitalization with Cash Flow (5315(e) and 5315(f)(3)(B)) requires an Average Market Capitalization of more than $550 million over the prior 12 months. Aggregate cash flow in the prior three fiscal years must be more than $27.5 million, and each of the prior three fiscal years must be more than $0.
Standard 3: Capitalization with Revenue (5315(e) and 5315(f)(3)(C)) requires an Average Market Capitalization of more than $850 million over the prior 12 months and Revenue of more than $110 million in the previous fiscal year.
Standard 4: Assets with Equity (5315(e) and 5315(f)(3)(D)) requires an Average Market Capitalization of more than $160 million over the prior 12 months, Total Assets of more than $80 million and Stockholders' Equity of more than $55 million.

All four financial standards are subject to the same $4 Bid Price requirement.

Nasdaq Global Select Market: distribution requirements

The January 2026 Nasdaq Global Select Market distribution table uses 450 Round Lot Shareholders for the Initial Public Offering, Spin-Off Companies and Seasoned Affiliated Listing categories shown in the table. It also contains Total Shareholders figures of 2,200 and 550. Those figures occupy different listing-route categories and should not be treated as one interchangeable threshold.

The distinction matters when mapping an issuer’s shareholder base. Round Lot Shareholders, Total Shareholders, Average Market Capitalization and Bid Price perform different functions under the Nasdaq Global Select Market initial-listing framework. Passing the financial test under one of the four standards does not dispense with the applicable distribution requirements.

NYSE: earnings and capitalisation tests

Under the January 2026 NYSE initial listing standards, a company must meet one of the financial standards set out in Rule 102.01C. The standards apply to both domestic and foreign companies.

Financial Standards Earnings Test — Rule 102.01C(I) uses Adjusted Pre-Tax Income and provides two alternative routes. The first requires total Adjusted Pre-Tax Income for the last 3 FY of at least $10 million, each FY of more than $0, and Adjusted Pre-Tax Income of at least $2 million in each of the last 2 FY. The second requires total Adjusted Pre-Tax Income for the last 3 FY of at least $12 million, more than $5 million in the most recent FY and at least $2 million in the next most recent FY.

Financial Standards Capitalization Test — Rule 102.01C(II) specifies Global Market Capitalization of $200 million, Stockholders' Equity of $60 million and Net Assets of $20 million, unless the market value of publicly held shares standard is met.

For current publicly-traded companies, Rule 102.01C(II) requires the company to maintain $200 million in market capitalization and a closing price of $4.00 per share for at least 90 consecutive trading days before applying for listing. That continuing-maintenance condition must not be confused with the initial distribution test described below.

NYSE: distribution and non-US shareholder treatment

For the IPO or Spin-Off category, the NYSE standards state:

Shareholders in North America: 400 holders, each holding 100 shares or more, described as “round lot holders”;
Publicly Held Shares: 1.1 million;
Market Value of Publicly Held Shares: $40 million; and
Share Price: $4.00.

The Publicly Held Shares and Market Value of Publicly Held Shares calculations exclude shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more.

Treatment of holders outside North America is conditional. When listing a company from outside North America in connection with an underwritten public offering, the Exchange may include worldwide shareholders. For listing types other than an IPO, the Exchange may, in its discretion, include holders and trading volume in the company’s home country or primary trading market outside the U.S. when applying the listing standards, provided that such market is a regulated stock exchange.

Accordingly, holders outside North America may be counted in the specified cases. The worldwide-shareholder provision for an underwritten public offering should not be merged with the separate discretion applicable to other listing types and trading volume.

Quantitative compliance is not approval

Meeting a quantitative initial-listing standard is necessary but does not establish that an exchange will approve an application.

Nasdaq expressly reserves discretion to deny an initial listing or apply additional conditions if necessary to protect investors and the public interest, even where a company meets all enumerated criteria. NYSE likewise states that it has broad discretion and that satisfying the quantitative initial listing standards does not necessarily mean that the company will be approved. NYSE may also impose qualitative standards to ensure the company’s suitability for listing.

The boundary is therefore clear. Selecting one Nasdaq Global Select Market financial standard, or satisfying an NYSE financial and distribution test, does not produce an automatic listing outcome. It only addresses the applicable quantitative criteria.

Restrictive Market: where Hong Kong and China operations become relevant

Nasdaq’s Restrictive Market determination adds a cross-border dimension for Hong Kong and China-based groups. A jurisdiction is a Restrictive Market if it does not provide the PCAOB with access to conduct inspections of public accounting firms that audit Nasdaq-listed companies.

A company’s business is considered to be principally administered in a Restrictive Market if:

the company’s books and records are located in that jurisdiction;
at least 50% of the company’s assets are located in that jurisdiction; or
at least 50% of the company’s revenues are derived from that jurisdiction.

These are alternative grounds under the Restrictive Market test; they are not cumulative. For a Hong Kong or China-based issuer, the books-and-records location and the relevant asset and revenue concentrations must therefore be assessed by jurisdiction. The test should not be converted into a blanket conclusion that every issuer with Hong Kong or China operations is, or is not, principally administered in a Restrictive Market. It is a separate Nasdaq classification issue that remains relevant even after a company identifies a financial standard under which it meets the quantitative listing criteria.