Direct Listing on NYSE

Companies have the ability to direct list on the NYSE after filing S1 (Prospectus) with the SEC. The companies can raise some capital from current shareholders selling. This is option is only available for foreign companies that are public/have significant number of shareholders as a private company.

This is an alternative to an IPO or a merger with a SPAC.

Complete PCAOB Audit of the last 2 calendar years.
Complete S1 (Prospectus) for the offering. This includes initial valuation and independent business valuation report. Business advisor (would be Porche Capital) and investment bank hired to facilitate offering.
Complete 20F Annual Report
Issue notice to current shareholders on the local exchange (MSE) on the intention to list on the NYSE
Investor Day organized (live and virtual as needed) after the S1 is approved by the SEC and before the initial trading.
Current shareholders become shareholders of the NYSE company. The shareholders have the ability to sell their shares immediately subject to insider trading rules. Initial trading begins based on the Offer and Bid sizing pre opening.
Company may issue new shares as the initial trade with price to be determined based on the order book.
Capital may be raise 30 to 60 days after the initial trading date as a common stock, PIPE, debt or preferred share offerings.

1. Currently trading on foreign exchange.

2. Minimum valuation of $100M or $250 if they wish to raise capital as part of the transaction.

3. Minimum 400 shareholders.

4. One of:
a. Minimum $20M of Net profit over the past 3 years
b. $100M net cash flow over the past 3 years
c. $100M revenue over the past 12 months
d. $10M Tangible Book Value

TIMEFRAMES AND COST

3 to 4 Months depending on the audit and SEC approval of S1
Professional fees of $200,000 to $400,000 focused on legal and accounting.

BENEFITS

Extensively quicker than an IPO, 6 months vs 1 to 2 years of an IPO.
Price discovery much closer to estimates on S1.
As a direct listing, there is no need to negotiate a merger with a SPAC.
No inherited transaction expenses or additional dilution from SPAC Sponsor Shares (Usually $25 to $75M in shares)

IMPORTANT ITEMS TO BE AWARE OF

As a direct listing, it is a much quieter process with the institutional investor community, so the underlying company much work hard to tell their story, obtain independent research, work with an investment bank to manage their capital markets trading.
A professional executive team and a corporate board of directors that is experienced dealing with global markets and can oversee the process is essential.

Porche Capital

Dublin
+353 87 065 0447
tporcheron@porchecapital.com

New York
+1 (917) 714 8977
roravec@porchecapital.com

Kuala Lumpur
+60 16 233 3628
jng@porchecapital.com