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什么是直接上市(DPO)?上市后可以发定增吗?纳斯达克直接上市的要求?

Core Insights - Two companies, OBOOK Holdings and Aptera Motors, opted for Direct Public Offerings (DPO) to list on NASDAQ on October 16 [1] Group 1: What is Direct Listing (DPO)? - Direct Listing (DPO) allows existing shareholders to sell shares directly on the public market without underwriters, enabling liquidity without issuing new shares [3] - Companies save on underwriting fees, which typically range from 3% to 7% of the IPO amount; for instance, Spotify saved approximately $70 million in underwriting costs during its 2018 DPO [3] - Stock prices are determined by market supply and demand, with no lock-up period, allowing immediate cash-out for shareholders; Spotify saw over 150 million shares traded on its first day, reaching a market cap of nearly $30 billion [3] Group 2: Post-Listing Financing Options - Companies can conduct private placements or public financing after listing, starting six months post-DPO; the process is quick, with private placements taking only 3-6 months [5] - Under U.S. securities law, companies can issue shares to "qualified investors" without SEC registration, streamlining the process [5] - Nasdaq's registration system allows companies to initiate secondary financing without regulatory review, as seen with Li Auto, which completed four capital raises totaling over $3 billion within three years of its listing [5] Group 3: NASDAQ Direct Listing Requirements - Companies must meet specific financial and governance standards to qualify for a NASDAQ DPO, including profitability tests or minimum market capitalization and revenue thresholds [6] - Public holding requirements include a minimum of 1.25 million shares held by non-insiders and a public market value of at least $100 million [6] - Companies must also ensure a distribution of at least 300 active investors to maintain liquidity [6] Group 4: Case Studies - Spotify's 2018 DPO allowed existing shareholders to cash out, achieving a market cap of $29.5 billion on its first day and later financing through public market offerings [7] - Coinbase's 2021 DPO resulted in an initial market cap exceeding $80 billion, followed by private placements to attract institutional investors [7] - AGMH, after its traditional IPO, successfully executed a private placement in 2021, demonstrating NASDAQ's flexibility in post-listing financing [7]