From Odin Ding's landing on Nasdaq, let's look at four ways of listing in the US stock market: What are the differences between an IPO and a direct listing?

The SEC ( provides multiple pathways for private companies to become public: traditional IPO ), Direct Listing (, SPAC ) mergers, and Reverse Merger (. Each of the four methods has its own costs, processes, and risks. Recently, the Taiwanese company OwlTing ), NASDAQ: OWLS(, went public through a direct listing on NASDAQ. This article will analyze the differences between the four methods.

Traditional IPO: Underwriter-led classic bell ringing listing

Traditional IPO is the most familiar form of listing for the public. Companies will entrust investment banks to underwrite, issuing new shares to raise funds from the market. According to SEC regulations, companies must submit S-1 registration documents, which can be publicly issued only after review and modification. The process includes:

Review and Financial Report Requirements: Typically, 2-3 years of audited financial statements and operational records are required.

Roadshow ): Meeting with institutional investors to explain the business model and growth potential.

Listing: Officially listed on the exchange after approval by the SEC.

While new funding can be raised, the cost of an IPO is high, with underwriter fees typically reaching 5% to 7% of the raised amount. Representatives include large tech companies such as Coinbase, Airbnb, Google, and Meta.

Direct Listing: A pure listing model without issuing new shares or raising funds.

Direct Listing ( is another way for a company to become a publicly traded company directly. Unlike an IPO, it does not issue new shares or raise funds, but allows existing shareholders ) such as founders, early investors, and employees ( to sell their shares directly on the exchange, with the opening price determined freely by the market.

Advantages:

Cost Savings: No need for underwriter commissions, which can save tens of millions of dollars.

No dilution of equity: Since no new shares are issued, the founding team's shareholding is not diluted.

Market determines price: Prices are determined by market supply and demand, avoiding IPO discount.

Limit:

Unable to raise new funds, suitable for mature enterprises with ample cash flow.

The initial trading phase is highly volatile, and liquidity is not as good as traditional IPO.

S-1 or F-1 filings are still required, and they must be reviewed by the SEC.

According to SEC official documents, the key disclosures for direct listings still focus on historical financial performance, with no roadshow required and no 180-day lock-up period. Below is the F-1 form submitted by Odin to the SEC.

SPAC Merger: The Shortcut for Going Public Before Merging

SPAC ) Special Purpose Acquisition Company ( is a type of shell company that first raises funds through an IPO and then seeks to acquire a real company within two years. After completing the de-SPAC process, the target company becomes a publicly listed company. The advantage is the speed, approximately 3–6 months, without having to go through the full IPO review process, but it requires SPAC shareholder approval. Many DAT companies have gone public this way, such as the ENA Reserve Company StablecoinX.

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Reverse acquisition: A fast track for small and medium-sized or overseas companies

Reverse mergers are similar to SPACs, but differ in that they usually merge with a publicly listed shell company that has no business. This method is low-cost and fast, taking about 1–3 months, and is common among overseas or emerging market companies. However, due to some cases involving financial statement fraud and lack of transparency, the SEC has implemented stricter scrutiny on such transactions.

The case of OwlTing: Direct listing as a foreign company

The Taiwanese company OwlTing ) is set to debut on Nasdaq in 2025, using a direct listing method. As a foreign issuer, OwlTing does not submit an S-1 but instead uses the F-1 registration form to report to the SEC.

Although there are no underwriting fees, Odin still needs to incur costs such as legal fees and corporate advisory fees during the direct listing process. Compared to the cost of several tens of millions of TWD for being listed on the Taiwan OTC, the direct listing on the US stock market still presents a high threshold operation.

This article discusses how Odin Ding landed on NASDAQ and examines four ways for US stocks to go public: What are the differences between IPO and direct listing? Originally published on Chain News ABMedia.