Going public glossary

A short, plain-English glossary of 45 going-public terms: the filings (Form S-1, Form 10, Super 8-K), the routes (IPO, direct listing, reverse merger, Reg A, DPO), the markets (OTCQB, Nasdaq), the people (transfer agent, market maker, PCAOB auditor) and the rules (Rule 144, Reg FD, Rule 15c2-11).

Joel Arberman, Meraki Partners. Based on 17 companies taken public: 11 by direct listing, 4 by reverse merger and 2 by IPO.

How to use this glossary

These are the terms that come up most when a founder starts looking at going public, in plain English, with links to the full article where we have one. Figures such as offering limits and thresholds are current as of November 2026 and change from time to time, so check the source rules or ask us before relying on one for a decision.

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A

Accredited investor

An investor who meets the SEC's income or wealth tests, for an individual broadly $200,000 of income ($300,000 with a spouse or partner) in each of the last two years, or $1 million of net worth excluding the home, or holding a Series 7, 65 or 82 license. Most private placements before a listing are sold only to accredited investors.

Audited financial statements

Financial statements examined by an independent auditor. A company going public needs them audited by a PCAOB-registered firm, typically two years for a smaller company. Read more

B

Blank check company

A company formed to acquire a business it has not yet identified. SPACs and Capital Pool Companies are both blank check vehicles. Read more

C

Cap table

The record of who owns what in a company: shares, options, warrants and convertible notes. It has to be clean and documented before the company can register shares with the SEC.

Capital Pool Company (CPC)

A small shell listed on the TSX Venture Exchange that raises seed and IPO money and then looks for an operating business to acquire in a Qualifying Transaction. Read more

CUSIP

The nine-character identifier assigned to a security so it can be cleared and settled. A company needs one before its shares can trade.

D

Direct listing

Going public without an underwriter: existing shareholders' shares are registered with the SEC and begin trading, on the OTC market or an exchange, usually after the company raises money privately. Read more

Direct public offering (DPO)

A company selling its own shares directly to investors, including the public, without an investment bank, usually under Regulation A, Regulation Crowdfunding, Rule 504 or a self-underwritten registration. Read more

DTC eligibility

Approval for a company's shares to be deposited, held and settled electronically at the Depository Trust Company. Without it, shares are hard for brokers to handle and most investors cannot easily buy them.

E

EDGAR

The SEC's public database of company filings. Every registration statement, annual report and Super 8-K is there, which makes it the place to check any company's or adviser's track record.

Emerging growth company (EGC)

A company with less than $1.235 billion of annual revenue that qualifies for lighter disclosure and a phase-in of some requirements for up to five years after its first registered sale of common equity.

F

Float (public float)

The shares held by the public, excluding those held by officers, directors and large holders. Exchanges and OTC tiers set minimums for float and its market value. Read more

Form 10

A registration statement that makes a company an SEC reporting company without registering shares for sale. Often used with a later resale registration or as the information standard for a Super 8-K. Read more

Form 211

The form a market maker files with FINRA to begin quoting a company's shares on the OTC market. The market maker must have current information about the company under SEC Rule 15c2-11. Read more

Form S-1

The main SEC registration statement for selling or reselling shares to the public. It describes the business, its risks, management and audited financials, and the SEC reviews it before it becomes effective. Read more

Forward triangular merger

An acquisition in which the target company merges into the buyer's subsidiary and disappears; the subsidiary survives. Contrast with a reverse triangular merger. Read more

I

IPO (initial public offering)

A company's first sale of shares to the public, registered with the SEC and usually sold through an underwriter that prices the deal. Read more

L

Lock-up

An agreement by founders, insiders and early investors not to sell their shares for a period after listing, commonly 180 days after an IPO. Read more

M

Market maker

A FINRA-member broker-dealer that quotes prices at which it will buy and sell a stock. On the OTC market, a market maker must file Form 211 before a stock can be quoted.

Microcap

A public company with a small market value, generally under about $300 million. Most companies that go public by direct listing or reverse merger start as microcaps. Read more

N

NOBO list

The list of non-objecting beneficial owners: shareholders who hold through a broker and have agreed that the company may see their name and address. Useful for investor relations and shareholder counts.

O

OTC Markets (OTCQX, OTCQB, OTCID)

The marketplace for shares not listed on a national exchange. OTCQX is the top tier and OTCQB the venture tier most newly public small companies start on. In July 2025 the OTCID Basic Market replaced the old Pink Current tier; companies that share less information fall to Pink Limited or the Expert Market. Read more

P

PCAOB auditor

An audit firm registered with the Public Company Accounting Oversight Board. Only PCAOB-registered firms can audit the financial statements of SEC reporting companies. Read more

Private placement

A sale of shares to selected investors without SEC registration, usually under Regulation D. Most companies going public by direct listing raise their first money this way. Read more

Private placement memorandum (PPM)

The disclosure document given to investors in a private placement, describing the business, the terms and the risks. Read more

Q

Qualifying Transaction

The acquisition or merger that turns a Capital Pool Company into an operating company on the TSX Venture Exchange. Read more

R

Regulation A (Reg A+)

An SEC exemption that lets a company raise money from the public with an offering circular the SEC qualifies: up to $20 million a year under Tier 1 and $75 million under Tier 2. Read more

Regulation Crowdfunding (Reg CF)

An SEC exemption that lets a company raise up to $5 million a year from the public through a registered funding portal or broker-dealer. Read more

Regulation D (Rule 506(b) and 506(c))

The most common exemptions for private placements. Rule 506(b) bars general advertising and allows up to 35 non-accredited investors; Rule 506(c) allows advertising but every investor must be accredited and verified.

Regulation FD

The SEC rule against selective disclosure: when a public company shares material nonpublic information with securities professionals or investors who may trade on it, it must make the information public at the same time if the disclosure is intentional, or promptly if it is not. Read more

Reverse merger

A private company becoming public by merging into a company that is already public, usually a shell, with the private company's owners receiving most of the shares. Read more

Reverse triangular merger

A merger in which the buyer's subsidiary merges into the target, and the target survives as a subsidiary of the buyer. The most common structure for a reverse merger with a public shell. Read more

Round lot holder

A shareholder who owns at least 100 shares. Exchanges set minimum numbers of round lot holders for listing, for example 300 for the Nasdaq Capital Market. Read more

Rule 10b-5

The SEC's general anti-fraud rule: in connection with buying or selling a security, it is unlawful to make an untrue statement of a material fact, or to leave out a material fact needed to keep what is said from being misleading. Read more

Rule 144

The SEC rule that lets holders of restricted or control shares resell them publicly once conditions are met, including a holding period of six months for shares of a company that has been filing SEC reports for at least 90 days and is current, or one year otherwise. Read more

Rule 15c2-11

The SEC rule that a broker-dealer must have current, publicly available information about a company before quoting its stock on the OTC market. Read more

S

Seasoning rules

Exchange rules that require a company that went public by reverse merger to trade for a period, generally a year, on the OTC market or another exchange, and file its reports on time, before it can list on Nasdaq, the NYSE or NYSE American. Read more

Shell company

A public company with no or nominal operations and assets. Shells are the vehicle for reverse mergers and come with SEC restrictions, including on the use of Rule 144. Read more

Smaller reporting company

An SEC category with scaled disclosure: broadly, a public float under $250 million, or annual revenue under $100 million with a float under $700 million. In May 2026 the SEC proposed removing this category and the accelerated filer category in favor of a simpler filer system; as of November 2026 the current definition still applies.

SPAC

A special purpose acquisition company: a blank check company that raises money in an IPO, holds it in trust, and has a set period to merge with a private company. Read more

Super 8-K

The Form 8-K a former shell company files within four business days of a reverse merger, containing the same information as a Form 10, including audited financial statements of the business. Read more

T

Ticker symbol

The short code under which a company's shares are quoted. For an OTC company, FINRA assigns it after a market maker's Form 211 is cleared or as part of a corporate action.

Transfer agent

The firm that keeps the official record of a company's shareholders and issues, cancels and transfers shares. Every public company needs one, and it should be registered with the SEC.

U

Underwriter

The investment bank that buys or sells the shares in an IPO, prices the offering and allocates the shares, usually for 6% to 8% of the money raised in a smaller IPO. Read more

Uplisting

Moving a company's shares from the OTC market to a national exchange such as Nasdaq or NYSE American once it meets the exchange's standards. Read more

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