Frequently Asked Questions

Adamson Brothers Corp. is a Wyoming-incorporated exchange listing advisory firm, founded in 1998, that guides companies onto NYSE and NASDAQ through direct listings, traditional IPOs, Regulation A+ offerings, SPAC combinations, and uplistings from the OTC markets. The firm began life as an SEC- and FINRA-registered broker-dealer and, after the post-2008 restructuring of the industry, became the specialized advisory house it is today. A second segment — the international cross-border law practice of founder Andy Altahawi — handles the corporate structuring, contracts, and arbitration behind transactions that cross borders.

No. Adamson Brothers Corp. is an advisory and consulting firm — it is not currently a registered broker-dealer, investment adviser, underwriter, or funding portal, and it does not offer, sell, or recommend securities. The firm operated as a FINRA-registered broker-dealer from 1998 until the post-2008 industry restructuring; that full registered history is public at FINRA BrokerCheck under CRD #46684. Today the firm provides listing readiness, exchange qualification strategy, and transaction coordination, with U.S. legal work performed by U.S.-admitted securities attorneys in co-counsel.

An engagement runs in four phases. First, a confidential readiness assessment measures the company against the target exchange’s current quantitative and governance standards. Second, preparation: corporate housekeeping, audited financials, governance build-out, and the disclosure document — an S-1, F-1, or Regulation A+ Form 1-A — coordinated with U.S.-admitted securities counsel and auditors. Third, qualification: the SEC review process run in parallel with the exchange application and dialogue with NASDAQ or NYSE listing qualifications staff. Fourth, listing: approval, the opening trade, and the transition into life as a reporting public company.

Adamson Brothers coordinates the listing workstream end to end — readiness assessment, exchange strategy, preparation of SEC-style documentation with U.S.-admitted counsel, exchange applications, transfer agent and DTC coordination, and the run-up to the first day of trading. The company provides accurate information about its business, audited or auditable financials, cooperation with counsel and auditors, and the final decisions that belong to management: valuation, raise size, governance composition, and timing.

Fees are scoped to the engagement and agreed in writing before any work begins — there is no standard menu, because a Regulation A+ mini-IPO, a SPAC combination, and an OTC uplisting are different projects. Every engagement begins with a confidential conversation and a candid assessment, including, where it is the honest answer, that a listing path does not fit. Contact the firm at info@directlylisted.com or WhatsApp +1 949-529-2500 to scope a mandate.

Yes. Consultations are confidential and without obligation, and a mutual NDA can be signed before any substantive information changes hands. Law firms approaching the practice for cross-border co-counsel receive a conflicts check before any substance is discussed.

A direct listing (also called a direct exchange listing or non-IPO listing) takes a company onto NYSE or NASDAQ by registering its existing shares for public trading rather than selling new shares through an underwriting syndicate — the market, not an underwriter, discovers the opening price. Existing shareholders gain liquidity from the first day of trading, with no lock-up period, no underwriting discount, and substantially lower transaction costs than a traditional IPO. Disclosure obligations are the same as for any public company: an SEC-reviewed registration statement or offering circular, audited financials, and ongoing reporting.

The difference is the mechanism of arrival: an IPO sells new shares through underwriters who fix the price the night before trading, while a direct listing registers existing shares and lets the market set the opening price. A direct listing avoids the underwriting discount (traditionally around 7%), imposes no lock-up on existing holders, and requires no dilution — a company that does not need new capital does not have to issue new shares to go public. A company that does need capital can pair the listing with a Regulation A+ or registered offering.

NASDAQ listing standards vary by tier — Capital Market, Global Market, and Global Select — and cover round-lot shareholder minimums (roughly 300–450 holders depending on tier), minimum unrestricted public float and float market value, a minimum bid price (typically $4.00), and financial tests based on equity, market value, or earnings, plus corporate governance rules including an independent board majority and audit committee. Requirements change; every Adamson Brothers engagement begins with a requirements analysis against the current NASDAQ rulebook.

For a NYSE direct listing the benchmark distribution standards are 400 round-lot shareholders, 1.1 million publicly held shares, a $4.00 minimum share price, and — for a primary direct floor listing — an aggregate market value of publicly held shares around the $100 million benchmark, together with the governance standards of the NYSE Listed Company Manual. As with NASDAQ, the standards are detailed and periodically amended, so the engagement starts with a current-rules gap analysis.

A well-prepared company typically completes the process in roughly six to twelve months, though the honest answer depends on the state of its financial audits, governance, and corporate records. The long poles are almost always the audit and the SEC review cycle; exchange application processing runs in parallel. A readiness assessment at the start of the engagement produces a realistic calendar rather than an optimistic one.

Yes — international companies list on U.S. exchanges routinely, but the listing is the visible half of the work; the structuring beneath it is the other half. A non-U.S. issuer needs a corporate structure the SEC and the exchange can accept, financial statements audited under acceptable standards, governance that satisfies exchange rules, and home-jurisdiction approvals completed in the right order. This is where Adamson Brothers’ two segments meet: the cross-border law practice structures the company, and the advisory practice takes it to the exchange.

Regulation A+ (Title IV of the JOBS Act) lets a company offer securities to the general public — accredited and non-accredited investors alike — with an SEC-qualified offering circular on Form 1-A instead of a full registration statement. Tier 2 allows up to $75 million in a rolling twelve-month period, preempts state blue-sky review, permits “testing the waters” before filing, and produces freely tradable securities. Paired with an exchange application, it is the “mini-IPO”: a public raise and a NASDAQ or NYSE listing in one coordinated process.

Tier 2 of Regulation A+ permits up to $75 million in a rolling twelve-month period; Tier 1 permits up to $20 million but does not preempt state review, so serious raises are almost always Tier 2. There is no legal minimum, but the fixed costs of a Reg A+ — audit, legal, qualification, and marketing — mean the path is rarely efficient below roughly $4 million.

Regulation A+ qualifies an offering circular (Form 1-A) with two years of audited financials and suits public raises up to $75 million aimed at a broad investor base, while an S-1 is a full registration statement suited to larger raises, institutional audiences, or a pure direct listing with no concurrent raise. Reg A+ is limited to issuers organized in the U.S. or Canada and unavailable to most SEC-reporting companies; an S-1 has no such ceiling or eligibility limits. Which tool fits is the first structural question of an engagement.

Regulation D Rules 506(b) and 506(c) cover private placements — 506(b) to accredited investors plus up to 35 sophisticated non-accredited investors without general solicitation, and 506(c) with public solicitation to verified accredited investors only — while Regulation S covers offshore offerings to non-U.S. investors. In practice these run alongside the public track: a Reg D round funds the runway to the listing, and a Reg S tranche brings in international investors, sequenced so the offerings do not trip over each other.

A SPAC (special purpose acquisition company) is a listed shell that raises capital to merge with an operating company, taking that company public through the business combination — and yes, SPAC advisory has been part of Adamson Brothers’ practice for decades, from formation through the de-SPAC listing. The firm advises on structure, the business combination, exchange listing continuity, and the post-merger reporting obligations that catch many de-SPAC companies unprepared.

An uplisting moves a company whose shares trade on the OTC markets (OTCQX, OTCQB, or Pink) onto a national exchange — NASDAQ or NYSE — where index funds, institutions, and margin lending become available. The work is a gap analysis against the exchange’s quantitative and governance standards (price, float, shareholders, financial tests, board composition), then a managed campaign to close each gap, sometimes including a reverse split or a concurrent offering. Trading history on the OTC market is part of the exchange’s review.

It depends on three things: whether the company needs new capital, who its natural investors are, and how quickly it needs to be public. A company with liquidity needs but no capital needs points to a direct listing; a broad consumer following points to Regulation A+; institutional depth points to an S-1 IPO; an existing OTC quote points to an uplisting; and a willing sponsor can make a SPAC the fastest route. The first deliverable of every Adamson Brothers engagement is exactly this analysis — including, where honest, the answer that no path currently fits.

The firm’s second segment is the international legal practice of founder Andy Altahawi — active since 1986 — covering cross-border M&A, international joint ventures, commercial contracts, international commercial arbitration (including Bermuda-form insurance and reinsurance disputes), corporate governance counsel, and the structuring of foreign issuers for compliant entry into U.S. capital markets. U.S. legal matters are always handled in co-counsel with U.S.-admitted securities attorneys.

U.S.-admitted securities attorneys do — always. Mr. Altahawi is an international non-U.S. attorney; his U.S. role is listing advisory and consultancy, and wherever a matter touches U.S. law, the legal advice, filings, and opinions come from the U.S.-admitted attorneys with whom the firm works in co-counsel. The same discipline applies in every other jurisdiction: admitted counsel in every seat, one coordinated team.

Yes. U.S., European, and international law firms engage the practice as co-counsel when a client’s transaction crosses into markets it knows — the U.S. listing strategy inside a European mandate, the MENA piece of an arbitration, or the structuring view in a multi-jurisdiction closing. Co-counsel inquiries begin with a conflicts check before any substance is discussed.

The firm’s complete history as a FINRA-registered broker-dealer is public at FINRA BrokerCheck under CRD #46684, and the firm publishes its founder’s complete four-decade record — including a full, factual account of the 2018–2019 SEC Longfin matter, resolved by consent without admitting or denying the allegations — on the Record & Regulatory History page of this site, with links to the primary sources.

In 2017 Andy Altahawi served as the outside listing advisor to Longfin Corp. for its Regulation A+ offering and NASDAQ listing; in 2018 the SEC filed a civil enforcement action naming the company, its CEO, and several individuals including Mr. Altahawi, and in June 2019 he resolved it by consent, without admitting or denying the allegations. The resolution’s two five-year restrictions expired in June 2024, and there have been no regulatory matters of any kind since. His complete account — including why he settled and his position following the SEC’s 2026 rescission of the no-deny policy — is published in his own words on the Longfin Statement page.