What are the ways a holding company can go public?

What are the routes?

I have taken 17 companies public: 11 by direct listing, 4 by reverse merger and 2 by IPO. Each route below gets a short summary. The mechanics are covered in depth at PublicFinancial.

IPO. The company files a registration statement with the SEC, usually Form S-1, and sells new shares to the public. It raises money at listing, and costs and scrutiny are typically the highest of the routes.

Direct listing. The company registers existing shares, by S-1 or Form 10, so current holders can trade them once a market maker quotes the stock. Capital is usually raised separately, before or after listing. See PublicFinancial on Form S-1 vs Form 10 and what a direct listing costs.

Reverse merger. The private company combines with a company that is already public, and the private owners end up controlling it. It can be fast, but the history and liabilities of the public company come with it. See PublicFinancial on reverse merger costs.

Regulation A. An offering exempt from full registration that the SEC reviews and qualifies, and that can raise capital from the public. Confirm eligibility and tier with securities counsel. The OTCQB accepts Regulation A reporting as one way to stay current.

Where does a small holding company list?

Many start on the OTCQB, run by OTC Markets. As of October 2026, its rules (version 6.1) require:

• A $0.05 minimum bid for 30 consecutive days before admission.
• At least 50 beneficial holders with 100 or more shares each.
• At least a 10% public float.
• PCAOB-audited annual financials.
• Current SEC reporting, or Regulation A or alternative reporting.
• An annual CEO and CFO certification.

OTC Markets charges an application fee and an annual fee; check its current fee schedule.

Other venues exist. Tiny, a well-known small holding company, listed on the TSX Venture Exchange in Canada through a reverse takeover. Castellum is on NYSE American. A company that grows can move from the OTC to Nasdaq. See PublicFinancial on uplisting to Nasdaq.

Nasdaq tightened its rules for small companies in 2025 and 2026. As of October 2026:

• A company listing on the Capital Market through an IPO must meet the $15 million public float test from offering proceeds. Shares registered for resale do not count.
• Since January 19, 2026, a closing bid of $0.10 or less for ten consecutive business days brings an immediate delisting determination and suspension.
• A $5 million market value floor for continued listing was approved on July 22, 2026 and stayed on July 29. The SEC granted review on September 11, and the floor is still stayed.
• A $4 minimum bid for every Capital Market initial listing (SR-NASDAQ-2026-082, filed September 30, 2026) is due to become operative about October 30, 2026, unless the SEC suspends it. It removes the $3 and $2 alternatives.

For the full standards and the status of each change, see Nasdaq's 2026 listing requirements for a small company.

Which route fits which holding company?

• Direct listing fits a holding company that already has investors and does not need to raise money at the moment of listing. It is the route I have used most often.
• Reverse merger fits when speed matters and a clean public company is available. The diligence on the shell matters as much as the diligence on any acquisition.
• IPO fits a larger holding company that wants to raise a meaningful amount at listing and can carry the cost and scrutiny.
• Regulation A fits a holding company with a large base of customers or supporters who might invest, and the patience for SEC review.

On timing, this site's working estimate is roughly 6 months by reverse merger or IPO and about 10 months by direct listing. See PublicFinancial on how long going public takes. Books that are not ready for audit can delay any route.

What does a holding company have to do before any route?

1. Put the businesses under one parent. The company that lists must own the operating companies. If they sit in sister LLCs or SPVs, reorganize first, with legal and tax advice.
2. Get audit-ready. The parent needs PCAOB-audited financials. Acquired businesses may also need audited financials, depending on their size. Ask your auditor early.
3. Clear lender consents. SBA and bank loans usually restrict changes in ownership and structure. Talk to lenders before you file.
4. Build the shareholder base. The OTCQB needs at least 50 beneficial holders with 100 or more shares. Investors from a private raise often form the base.
5. Decide the acquisition plan. Being public pays off through stock as currency and access to capital. Without an acquisition program, you carry the cost without the benefit.

Worked example: the OTCQB numbers for a small holding company

Take a hypothetical holding company with 20M shares outstanding.

1. Minimum public float at 10%: 20M x 10% = 2M shares.
2. Minimum holders: 50 holders x 100 shares = 5,000 shares, a trivial amount of stock but a real count of people.
3. Market value of the float at the $0.05 minimum bid: 2M x $0.05 = $100,000.
4. Market value of the company at the minimum bid: 20M x $0.05 = $1M.

These thresholds are low. That is why the rules rarely stop a small holding company. The audit, the reporting and the earnings to carry them are what decide whether listing makes sense.

Where these numbers come from: OTCQB requirements are from the OTCQB Rules, version 6.1, September 17, 2026. The IPO float rule is from SEC Release 34-102622. The $0.10 rule is in Rule 5810(c)(3)(A)(iii) of the Nasdaq 5800 Series. The $5 million floor is from SEC Release 34-105971, and its stay and review are from SEC Release 34-106594. The $4 minimum bid filing is SEC Release 34-106614. Timing is this site's working estimate; see PublicFinancial for detail. Route counts are my own record of companies taken public. The 20M-share example is hypothetical.

Related questions

Can a holding company list in Canada or the UK instead?

Yes. Tiny listed on the TSX Venture Exchange, and MBH Corporation was listed on the Aquis Stock Exchange in the UK before it delisted in January 2024. Each market has its own rules, so get local advice.

Does a direct listing raise money?

Not by itself. A direct listing registers existing shares so they can trade. Capital is usually raised through a private placement before listing or an offering after.

Is a reverse merger risky?

It can be. The public company may carry old liabilities, unhappy shareholders or poor records. Do full diligence on it, as you would on any acquisition.

What comes next

Once you know the route, price it: what does it cost to take a holding company public and keep it public?

Related articles

• What does it cost to take a holding company public and keep it public?
• What happens to SBA loans when the parent company goes public?
• Which small holding companies have gone public, and what happened?
• What are Nasdaq's 2026 listing requirements for a small company?
• Should a holding company go public, and at what size?

• Is a direct listing still a good way for a small company to go public in 2026?
• How long does a reverse merger take to reach Nasdaq (seasoning rules)?
• Can a holding company list on the TSX Venture Exchange, and why do Canadian roll-ups start there?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.