探寻美国上市途径：OTC市场挂牌流程

Core Insights - The OTC market serves as an optimal transitional platform for companies seeking to go public but currently do not meet the stringent requirements of major exchanges like NASDAQ or NYSE [1] - By the end of 2025, over 48 Chinese companies are expected to complete the "listing-growth-transition" journey through the OTC market, with Yichang Keli Sheng Group's acquisition case exemplifying a successful model for SMEs going public [1][2] Group 1: Market Characteristics - The current U.S. IPO market exhibits a clear "layered adaptation" feature, with NASDAQ planning to raise market cap requirements and the SEC tightening scrutiny on VIE structures and data security, making direct IPOs more suitable for financially robust and stable companies [2] - The SPAC merger model has faced challenges post-2025 due to increased regulations, leading to high redemption rates (averaging over 97%) and significantly higher financing costs, limiting its applicability to a few high-growth sectors [2] Group 2: OTC Market Advantages - The OTC market has emerged as a strong alternative due to its "low threshold, strong flexibility, and progressive" core advantages, especially following the market reforms implemented on July 1, 2025, which clarified the tier structure into four segments: OTCQX, OTCQB, OTCID, and Pink Limited Market [2] - The listing process in the OTC market is efficient and controllable, primarily involving two pathways: direct listing and reverse merger [2] Group 3: Listing Process - Direct listing requires preliminary preparation, including team assessment and application for listing [3] - Reverse mergers provide a faster route to listing, potentially completing in as little as three months, suitable for companies needing quick access to capital markets [3] - The compliance listing process involves SEC document registration, audit compliance review, and stock code changes [5] Group 4: Transition to Major Exchanges - The OTC market's core value lies in its "stepping stone" attribute, allowing companies to achieve tiered growth and transition to major exchanges, with clear and quantifiable conditions for moving from OTCQB to NASDAQ [5] - Companies can apply for transition to NASDAQ by meeting any of the following criteria: net assets of $5 million, cumulative net profit exceeding $750,000 over two years with net assets of $4 million, or a market cap of $50 million with net assets of $4 million, along with additional requirements [5]