Eligibility
Who we fund, and who we cannot
We fund companies with a public market in their shares: listed issuers on a recognised exchange or quotation system, and companies whose listing is documented and under way. A private company with no listing path cannot be funded here, because every structure on this site is priced against a traded price and settled into a public register.
Key takeaways
- A public market is the one hard requirement. No listing and no live listing process means no pricing reference, no resale route and no transaction, regardless of the quality of the business.
- Traded value binds harder than market capitalisation. There is no published minimum size. The question is whether the market absorbs the securities issued, which is a function of daily traded value, not paper valuation.
- Reporting status decides the resale route. A current disclosure record supports the shorter Rule 144 path and shelf eligibility. A record that is not current narrows the options immediately.
- A shell history is not disqualifying, but it is decisive. Rule 144 is unavailable to a current or former shell company except on the Rule 144(i) conditions, which changes the resale route entirely.
- Use of proceeds is diligence, not paperwork. What the capital does determines whether the issue is accretive to the equity story or simply dilutive.
The one hard requirement
Everything else on this page is a judgement. This is not. The instruments here are priced against a traded price and delivered into a public settlement system, so the shares have to trade somewhere: Nasdaq, NYSE American and OTC Markets; the TSX, TSXV and CSE; the ASX; the LSE and AIM; SGX and Catalist; HKEX Main Board and GEM; Nasdaq Stockholm and First North; Oslo Børs; the TSE; the NSE and BSE; and TASE. The markets section sets out what each venue's rules do to the structure.
If a company is private with no listing under way, we cannot help. That is worth saying plainly, because the phrase capital raising is used by an entirely different industry serving private and venture-stage companies.
The structural parameters
These are the things reviewed before an indicative structure exists. None of them is a threshold to clear; together they decide which instruments are available and at what size.
| Parameter | What it decides | What to send |
|---|---|---|
| Listing status | Whether there is a transaction at all, and under whose rulebook | Exchange, ticker, and the security identifier |
| Public float | What proportion of the register is genuinely available to trade | Shares outstanding, insider and restricted holdings |
| Average daily traded value | The realistic size of a raise, and the pricing window | 30-day and 90-day average daily traded value |
| Reporting status | Shelf eligibility, and which resale route is open | Latest annual and interim filings, and any late filing |
| Issuance capacity | How much can be issued before a shareholder vote is needed | Board authority, mandate, and capacity used to date |
| Existing instruments | Whether a new issue is permitted and what it reprices | Convertibles, warrants and any issuance restriction |
| Use of proceeds | Whether the raise strengthens or merely extends the issuer | A short written statement, not a deck |
| Structural criteria only. Not thresholds, and not an offer, a quote, or a rate card. | ||
Pre-listing issuers
A company can be funded before its shares trade, but the listing has to be a process rather than an intention. Filed prospectus or registration statement, signed exchange application, conditional listing approval, or an executed reverse takeover of a listed vehicle (a site under common ownership with this one): those give a date and a mechanism to build around. A slide saying a listing is planned does not.
Pre-listing structures differ in kind. With no traded price to reference, pricing is fixed at signing or set against the listing price, and the resale analysis starts from securities that are restricted at issue.
What puts an issuer out of scope
No public market and no live listing process. The most common reason by far. A raise the float cannot absorb. If the securities issued are many multiples of what trades in a normal week, no structure fixes that; the size has to change. A disclosure record that is not current. Not permanent, but nothing proceeds until it is corrected, because Rule 144 and shelf eligibility both depend on it.
No issuance capacity left and no willingness to convene a meeting. Proceeds that are not explicable, or that principally repay a related party. Diligence that cannot be completed on beneficial ownership, sanctions or anti-money-laundering grounds. An issuer wanting a promise about price or timing will not get one here: see what makes a financing predatory rather than sound, and the dilution arithmetic.
General information, not legal advice. Listing status, shelf eligibility, the availability of Rule 144 and the application of any exchange capacity rule depend on facts specific to the issuer. Nothing here is a representation that any issuer qualifies, and no financing exists until definitive documents are signed. Take advice from qualified securities counsel before acting.
If this describes the company
Read how a financing runs, then compare the instruments against the parameters above. If the need is a work programme funded in stages, start at equity facilities. Then send those six lines.
Primary sources
- U.S. Securities and Exchange Commission — Revisions to Rules 144 and 145
- U.S. Securities and Exchange Commission — Form S-3 and its General Instructions
- Nasdaq Listing Rules — Rule 5635 and the Minimum Price
Eligibility: frequently asked questions
Can a company that is not yet listed be funded?
Only where the listing is documented and under way rather than intended. A filed prospectus or registration statement, a signed exchange application, a conditional listing approval or an executed combination with a listed vehicle are the facts that make a pre-listing issuer fundable. A plan saying a listing is intended next year is not.
Is there a minimum market capitalisation?
There is no published minimum, and a market capitalisation on its own tells us little. What matters is the relationship between the size of the raise and what the market actually trades: a company can be worth a great deal on paper and still have a float too thin to absorb the securities issued. Traded value is the binding constraint.
Does a shell company history disqualify an issuer?
No, but it changes the route and has to be disclosed at the start. Rule 144 is not available for securities initially issued by a shell company, or by an issuer that has at any time been one, except on the Rule 144(i) conditions. Where they are not met, a registered resale route is the alternative, agreed before terms rather than discovered afterwards.
What if the issuer already has a convertible or equity facility in place?
It rules nothing out, but the existing documents have to be read first. Facilities frequently restrict further issuance, carry anti-dilution adjustments that reprice on a new issue, or contain participation and most-favoured-nation clauses. Those provisions decide whether a second structure is possible, so send the operative agreements early.
Does the issuer need an effective registration statement first?
Not to have the conversation, but it decides which structures are available. A registered direct offering or an at-the-market programme needs an effective shelf, so an issuer without one is looking at an unregistered subscription plus a resale filing, or reliance on Rule 144 where available. Shelf eligibility is worth establishing early.
The six lines
Rule yourself in, or rule yourself out.
Six lines is enough: exchange and ticker, shares outstanding and free float, average daily traded value, remaining issuance capacity, existing convertibles, and what the proceeds are for.