【锋行链盟】纳斯达克IPO发行机制核心要点

Group 1 - Nasdaq serves as a leading financing platform for growth-oriented companies, emphasizing a market-driven, flexible, and transparent IPO issuance mechanism tailored for SMEs and innovative enterprises [2] - The primary issuance method for Nasdaq IPOs is bookbuilding, led by underwriters who collect orders from institutional investors to determine the offering price and share allocation [2][4] - The pricing mechanism is based on market negotiation and demand orientation, focusing on matching supply and demand rather than administrative designation [3] Group 2 - The underwriting model predominantly utilizes firm commitment, accounting for over 90% of IPOs, with a minority using best efforts [4][5] - Under the firm commitment model, underwriters are incentivized to ensure successful issuance and enhance investor confidence through roadshows and pricing optimization [5] Group 3 - Nasdaq categorizes its market into three tiers with varying listing standards to accommodate companies at different stages, from startups to mature firms [6][7][8] - The Global Select Market has the strictest requirements, including a minimum net profit of $11 million or revenue of $150 million over the past three years, and a market capitalization of at least $850 million [6] - The Global Market has moderate standards, requiring a minimum net profit of $7.5 million or revenue of $50 million, or a market cap of at least $300 million with additional liquidity requirements [7] - The Capital Market is the most flexible, allowing companies with at least $5 million in shareholder equity or revenue to list, accommodating early-stage firms [8] Group 4 - Nasdaq mandates strict and transparent information disclosure throughout the IPO process and post-listing to protect investor interests [9] - The SEC and Nasdaq jointly oversee information disclosure, imposing significant penalties for false statements or omissions [9] Group 5 - The investor structure on Nasdaq is predominantly institutional, comprising approximately 70%-80% of the market, which enhances market stability and liquidity [10] - Nasdaq's average daily trading volume exceeds 10 billion shares, reducing investment costs for institutions [10] Group 6 - Nasdaq employs a green shoe option, allowing underwriters to allocate up to 15% additional shares within 30 days post-issuance to stabilize stock prices [11][14] - The lock-up period for major shareholders and insiders is typically 180 days, preventing short-term sell-offs that could lead to stock price declines [16] Group 7 - Nasdaq's IPO mechanism is designed to support growth-oriented companies by balancing the financing needs of issuers with investor risk protection, allowing quality growth firms to access capital at reasonable costs [16] - Compared to the NYSE, Nasdaq focuses more on innovative and technology-driven companies with more flexible listing standards, while the NYSE tends to favor mature enterprises [16]