赴美上市决策指南：OTC中小企业跨境优选方案

Core Viewpoint - The regulatory framework of the US and China capital markets is continuously adjusting, creating both opportunities and challenges for Chinese companies seeking cross-border financing. The increasing entry barriers for traditional IPOs and the evolving SPAC landscape are pushing smaller enterprises towards the OTC market as a pragmatic entry point into international capital markets [1]. Group 1: Direct IPO (NYSE/NASDAQ) - The traditional IPO route offers significant advantages such as large fundraising potential (with a proposed minimum of $25 million), strong liquidity, and notable brand endorsement, making it suitable for mature tech or manufacturing firms [2]. - However, the disadvantages are considerable, including a lengthy SEC review process of 12-24 months, underwriting fees of 7%-10% of the raised amount, and stringent financial criteria, particularly with the anticipated increase in market capitalization requirements by NASDAQ [2]. - Post-2025, while the resumption of filing windows is expected, compliance issues related to VIE structures and data security reviews remain significant obstacles [2]. Group 2: SPAC Merger Listing - The SPAC model allows for rapid listing through a "shell company fundraising - merger injection" approach, reducing the timeline to 6-9 months and imposing no strict profitability requirements [3]. - Nonetheless, with tightening regulations expected in 2025, SPACs face challenges such as high redemption rates (averaging over 97%) and rising PIPE financing costs (5%-7% of the raised amount), making it more suitable for companies in AI and renewable energy sectors that can effectively communicate their value [3]. Group 3: OTC Market Listing - The OTC market represents the lowest entry barrier, characterized by its "stepping stone" attribute, making it an optimal choice for small and medium-sized enterprises [4]. - For example, the OTCQB listing process typically spans 6-9 months, involving foundational setup (2-3 weeks), issuance and listing (3-6 weeks), requiring 50-100 shareholders and a minimum share price of $1 [5]. - Companies can transition to NASDAQ by meeting specific criteria, such as net assets of at least $5 million or a two-year cumulative net profit of $750,000 alongside net assets of $4 million, with additional requirements including 1 million shares in circulation and a share price of at least $4 [6]. Group 4: Compliance Preparation - The compliance preparation phase for OTC listing takes approximately 4-5 weeks, involving DTC custody applications and drafting the S-1 prospectus [7]. - Following this, the SEC review process lasts about 4 weeks, during which the application is submitted, inquiries are addressed, and a stock code is obtained [7].