Adamson Brothers Corp.

SPACs & Uplistings

Alternative paths onto the exchange

SPACs — the sponsored route

A 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. SPAC work has been part of Adamson Brothers’ corporate finance practice since its broker-dealer years, and the advisory covers the full arc:

  • Formation — sponsor economics, trust structure, and the SPAC’s own listing.
  • The business combination — target diligence coordination, the proxy/registration process, and negotiation support on the merger terms.
  • The de-SPAC listing — exchange listing continuity for the combined company, initial listing standards at combination, and the governance build-out the exchange expects on day one.
  • Post-merger compliance — the reporting calendar, Section 16 and beneficial-ownership filings, and the routines that catch many de-SPAC companies unprepared.

Uplistings — from the OTC markets to the exchange

An uplisting moves a company whose shares trade on OTCQX, OTCQB, or Pink onto NASDAQ or NYSE — where index funds, institutional mandates, and margin eligibility open up. The work is disciplined and sequential:

  • Gap analysis — the company today versus the exchange’s quantitative standards: price, float, round-lot holders, and the financial tests, plus governance composition.
  • The campaign — closing each gap in order: audits, board and committee build-out, shareholder base development, and, where required, a reverse split or a concurrent offering to meet price and float standards.
  • The application — the exchange application and the dialogue with listing qualifications staff, with the company’s OTC trading history presented properly.
  • The switch — coordination of the ticker transition, DTC, and the first day of exchange trading.

Which path fits

Three questions decide it: does the company need new capital, who are its natural investors, and how fast must it be public? A willing sponsor can make the SPAC the fastest route; an existing OTC quote points to an uplisting; liquidity without capital needs points to a direct listing; and a broad public raise points to Regulation A+. The first deliverable of every engagement is exactly this analysis.


Discuss a SPAC or uplisting mandate: contact the firm · info@directlylisted.com.