OTC to Nasdaq Uplisting Audit

Who an uplisting audit is for

An uplisting moves a company's shares from OTC Markets to a national securities exchange. The exchange's listing staff will look closely at your audited financial statements, your auditor and your audit committee. This service is for:

• OTCQX, OTCQB and Pink companies that plan to apply to the Nasdaq Capital Market or NYSE American within the next one or two fiscal years.
• Companies whose historical audits were performed by a firm that was not PCAOB-registered, or whose registration was revoked or whose SEC practice was suspended.
• Companies formed through a reverse merger that are working through exchange seasoning rules. See our reverse merger audit service for the transaction itself.
• Latin American groups with a U.S.-listed holding company that need bilingual coordination between local finance teams, underwriters and U.S. counsel.

What is included

Audit of the periods the exchange and the SEC will read

We audit your annual financial statements under PCAOB standards and review interim periods, so the financial statements in your Form 10-K, any Form S-1 for a concurrent offering, and your listing application all rest on the same audited base. Nasdaq Rule 5210(b) requires applicants to be audited by an independent public accountant registered with the PCAOB. Nasdaq's Initial Listing Guide also notes that the exchange may deny listing or impose additional conditions even when every numeric criterion is met.

Listing standards that depend on your audited numbers

Nasdaq also requires 300 unrestricted round lot holders, 1 million unrestricted publicly held shares and three market makers. OTC-traded securities must also show average daily volume of 2,000 shares over the 30 trading days before listing, unless the listing comes with a firm-commitment underwritten offering of at least $15 million. NYSE American's standards were amended in the SEC approval order of March 27, 2026. Companies principally administered in a Restrictive Market, and China-based companies under Nasdaq rules approved in May 2026, face additional offering-size criteria.

Re-audits

Under the SEC staff's Financial Reporting Manual, issuer financial statements audited by a firm that is not registered with the PCAOB are considered "not audited." After the BF Borgers order, the SEC staff statement of May 3, 2024 advised that required periods audited by a firm no longer permitted to practice before the SEC should be re-audited. We scope re-audits period by period and coordinate the related auditor change and Item 4.01 disclosures.

Audit committee and ICFR readiness

• Guidance on communications with an audit committee of independent directors who meet SEC Rule 10A-3. Nasdaq Rule 5605(c) requires at least three members. NYSE American allows smaller reporting companies a two-member committee.
• Walkthroughs of key controls and an early view of possible material weaknesses. We can also support management's SOX 404 ICFR program.
• Coordination of comfort letters, consents and the timing of Form 8-A registration under Exchange Act Section 12(b).

Typical week-by-week timeline

Illustrative only; your schedule is confirmed in your written proposal. Nasdaq's guide indicates that application review generally takes four to six weeks, so the audit should be finished before you apply.

1. Weeks 1–2Gap assessment

   Review of prior audit reports and auditor registration status, listing-standard metrics against the latest balance sheet, and whether any period needs a re-audit.

2. Weeks 3–4Planning and controls walkthroughs

   Risk assessment, audit committee kickoff and an agreed calendar with counsel and any underwriter.

3. Weeks 5–10Fieldwork and re-audit procedures

   Annual audit and any re-audit of prior periods, including opening balances and equity roll-forwards.

4. Weeks 11–12Reporting

   Engagement quality review, audit committee communications, signed report and consents for the Form 10-K or registration statement.

5. Weeks 13–18Listing application support

   Responses to exchange staff questions on the audited figures, interim reviews, and comfort letter procedures if an offering is involved.

Documents the company should prepare

• Audited financial statements and audit reports for all periods to be presented, with the prior auditor's PCAOB Firm ID.
• Trial balances, general ledgers and account reconciliations.
• Capitalization table, share registers and a list of restricted shares and lock-ups.
• Debt, convertible, warrant and preferred stock agreements.
• Board and committee minutes, audit committee charter and director independence questionnaires.
• Management's ICFR documentation and any prior control deficiency reports.
• Draft listing application, Form S-1 or Form 8-A, and the underwriter's timetable, if any.
• Legal letters and a list of related-party transactions.

Factors that drive the fee

Our fee is fixed and agreed in writing before fieldwork. The main drivers are listed below; see how we price and our article on PCAOB audit costs for OTC companies.

• Number of periods requiring a first-time audit or re-audit.
• Whether a concurrent public offering requires comfort letters and consents.
• Group structure, foreign subsidiaries and currencies.
• Complexity of equity instruments and debt.
• Maturity of internal controls and the close process.
• Target application date relative to the fiscal year-end.

Why SESGLO

SESGLO is the PCAOB audit practice of Asesoria Global, Sociedad Anónima, a PCAOB-registered public accounting firm (Firm ID 7184) headquartered in Guatemala City. We complete independence checks under SEC Rule 2-01 of Regulation S-X and PCAOB Rule 3520 before we accept an engagement.

Still on OTC Markets? Compare tiers in OTCQB vs. OTCQX audit requirements, or see our OTC company audit service.