纳斯达克上市备案困局中，美国OTC市场成中小企业“不得已的选择”？

Core Viewpoint - The cross-border capital market is facing a dual transformation in 2026, with tightened listing channels for Chinese companies in the U.S. and a significant increase in financial thresholds for Nasdaq listings, creating challenges for small and medium-sized enterprises (SMEs) seeking to enter the U.S. market [1][4]. Group 1: Nasdaq Regulations - Nasdaq's new regulations, effective January 17, 2026, have raised the minimum net income requirement for companies listing under the "net income standard" from $5 million to $15 million, an increase of 200% [4]. - For companies listing under the "revenue standard," the requirement has increased from $8 million to $15 million, a rise of 87.5% [4]. - Nasdaq now has "substantive discretion," allowing it to reject listing applications even if companies meet all written conditions if there are perceived risks of securities manipulation [4]. Group 2: Challenges for SMEs - Many SMEs, with revenues just exceeding $10 million and profits barely positive, now face a transition from a "difficult mode" to a "hell mode" when attempting to list on Nasdaq [5]. - The domestic A-share market has stringent requirements for profitability and compliance duration, making it inaccessible for many SMEs in the tech and manufacturing sectors [6]. - The lack of capital inflow can lead to a cash flow crisis for these companies, as they cannot afford to wait for market conditions to improve [6][7]. Group 3: OTC Market as an Alternative - The U.S. OTC market is being reconsidered as a strategic option for SMEs due to its lower entry barriers and lack of strict profitability requirements [9]. - The annual fees for OTC listings are significantly lower, ranging from a few thousand to twenty thousand dollars, compared to Nasdaq's fees, which can be five times higher [9]. - The timeline for listing on the OTC market is much shorter, taking only 3-6 months compared to 12-24 months for Nasdaq, making it a viable option for companies needing immediate access to capital [9]. Group 4: Case Study of EasyPark - EasyPark serves as a representative case, having previously attempted to list on Nasdaq but ultimately opting for an OTC listing through a reverse merger due to the new regulations [11]. - With revenues of $4.65 million and profits of $800,000, EasyPark could not meet Nasdaq's new thresholds, making the OTC market a practical choice for survival and future growth [11]. - The strategy of listing on the OTC market allows companies to build compliance experience and governance structures while waiting for better market conditions to pursue a Nasdaq listing later [14]. Group 5: Realities of OTC Market - While the OTC market provides a necessary entry point, it is not a perfect solution, as liquidity and valuations are generally lower than those on Nasdaq [12]. - The success rate for transitioning from OTC to Nasdaq is only about 1.5%, indicating the challenges that lie ahead for companies aiming for higher-tier listings [12]. - Nevertheless, for companies unable to access Nasdaq, the OTC market represents a critical opportunity to remain operational and gradually improve their market position [14].