Before Nasdaq Says Yes: Gregg Jaclin on the Cross-Border Work That Never Reaches the Prospectus

A Malaysian consulting group with practices in Kuala Lumpur, Shanghai, Singapore and the United States decides it wants to be listed on Nasdaq. Its revenue is real, its clients range from small enterprises to government-linked agencies, and its growth story holds up. On paper, it looks ready but it will not be approved to trade on a US senior exchange..

Nothing is wrong with the business. The problem is the entity, which is not the kind American securities law knows how to register. Its shares sit inside a structure built for Malaysian purposes, and its financials were prepared to a Malaysian standard. There is no holding company sitting in a jurisdiction the SEC and the exchange are comfortable looking at.

Somebody has to build one.

That work, months of it, is where Gregg Jaclin spends much of his time. As Managing Director at Exchange Listing LLC, he has guided companies from Malaysia, Australia, Greece and Canada onto US exchanges, and with these foreign companies the listing itself is close to the last thing that happens.

Building a Company That Will Be Approvedby the US Regulators

The restructuring follows a recognizable sequence, even though almost none of it appears in the eventual prospectus.

A holding entity gets formed, usually offshore, and the operating subsidiaries are placed underneath it. Ownership has to be traced and documented to a standard that will survive scrutiny, which for family-controlled businesses can mean untangling arrangements that were never written down.

Intercompany agreements have to exist and be defensible as arms length transactions.The financials have to be rebuilt to a standard a PCAOB auditor will sign, which is rarely the standard they have been kept to.

None of that is listing work in the conventional sense. It’s corporate surgery performed on a functioning business, and it’s finished before the regulators are shown anything.

The Malaysian consulting group in question, VCI Global, went on to price 1,280,000 shares at $4.00 on Nasdaq. At the offer price, its market capitalization stood at $147 million. Its CEO Victor Hoo credited Gregg Jaclin and Exchange Listing with the “market intelligence they provided while guiding us throughout the IPO process,” and said the Company “could not have achieved this milestone without them.”

Treasure Global, the Malaysian operator of the ZCITY rebate and cashback app, went through the same restructuring. Its offering was upsized to $9.2 million at $4.00 a share against a $65 million market cap, and the stock closed its first day at $17.82, a 346% return. Its CEO, Sam Teo, described Exchange Listing as “a powerful resource during this journey.”

One Adviser, Four Regulatory Paths

The structure changes with the company. What doesn’t change is who assembles it, and Exchange Listing has run four distinctly different versions of the same job.

For Advanced Human Imaging, the Australian company whose software takes body measurements from a smartphone photo, the route ran through American Depositary Shares. A depositary share is a workaround: it lets an American investor buy something that behaves like a foreign company’s stock without ever holding a foreign security. Each unit the company sold carried two of them plus a warrant for a third. Exchange Listing managed the Nasdaq application, coordinated the underwriter and its banking syndicate, ran the additional compliance work a depositary structure layers on top of an ordinary listing, and worked with counsel in both countries at once. It also built the board. Co-founder Vlado Bosanac said Mr. Jaclin’s guidance was “immensely valuable throughout the early stages of this complex process,” and described the payoff as liquidity and exposure among US institutional and retail investors.

Worksport, a Canadian maker of truck bed covers and solar generator systems, came the other way. Already trading over the counter, it needed to move up to Nasdaq. Exchange Listing structured and oversaw the Regulation A+ offering that funded the step, handled the uplisting compliance and recruited board members. The offering closed oversubscribed at $18.1 million, with proceeds going toward a green hydrogen energy launch. CEO Steve Rossi said the firm “recognized our market leadership potential from the early stages,” and credited “their incredible counsel, support, professional connections and expertise” with getting the company through its offering and onto Nasdaq.

Siyata Mobile arrived with the most tangled history of the four, with the company based in Israel but listed on the TSX and OTC and in Frankfurt. Reaching Nasdaq meant satisfying three regulators at once. Exchange Listing introduced and negotiated with the underwriter and syndicate, managed compliance across Nasdaq, the TSX and the SEC simultaneously, identified and introduced pre-IPO and IPO investors, and structured financing the company could not have arranged conventionally. Within 90 days of listing, Siyata closed a US$13 million private placement led by an Israeli institutional fund managing over US$60 billion. CEO Marc Seelenfreund’s summary of the value was operational: the arrangement “allowed us to focus on our business and operations while they focused on our capital markets and NASDAQ.”

Cosmos Holdings, a Greek pharmaceutical company, needed its balance sheet fixed before anything else could happen. More than $11 million of debt had already been converted to equity, and Exchange Listing finalized the Nasdaq requirements, managed the application, worked alongside the underwriter and banking syndicate, and closed a $6.0 million preferred stock placement in parallel with the uplisting. Then it did something it does on only a minority of engagements: one of its principals joined the company’s board and chaired its audit committee. CEO Greg Siokas said Cosmos “would not have reached this pinnacle event of trading on the Nasdaq today” without that work.

Four companies, four regulatory paths, one adviser holding each of them together.

The Venue Question Is Different From Abroad

A founder in Kuala Lumpur or Athens has one more decision to make than the restructuring alone requires, and Mr. Jaclin doesn’t let clients make it remotely. His standing advice to overseas companies is to get on a plane and let both exchanges compete for the listing.

“What I encourage all of our clients to do is come to New York, go to the exchanges, visit the floor of the New York Stock Exchange, visit NASDAQ, and let them pitch you,” Mr. Jaclin says. “Then I’ll give my opinion based on what industry they’re in and which will be quicker.”

He means it literally, including for the clients who have to fly the better part of a day to comply. Walk the NYSE floor, sit through Nasdaq’s pitch, and form an impression in person rather than from a deck emailed across twelve time zones. The trip usually earns its cost twice over, because a founder who is in New York for two days can also meet the auditor, the securities lawyer, the banker and the independent directors he’s being asked to appoint, most of whom he has only ever spoken to on a call at an awkward hour.

His own judgment arrives after both exchanges have made their case, and the second half of what he offers matters more to an overseas issuer than a domestic one. Every extra month on the timeline costs a foreign company another round of restated audits, legal fees in two jurisdictions, and management attention pulled away from a business operating a long way from the exchange.

The Problem Structuring Can’t Solve

Getting a foreign company listable is a legal and accounting exercise with known steps. Getting it followed afterward is neither.

“Most people I talk to outside of the microcap world don’t even know what a microcap is, and they can’t imagine that a company with $25 million in revenue or under could possibly go public,” Mr. Jaclin says.

For an issuer whose operations sit in Kuala Lumpur or Athens, that gap compounds. American investors are being asked to underwrite a business in a market they don’t track, reported in a currency they don’t hold, run by management they have not met.

“It is definitely a learning curve, especially for those companies in similar businesses, to get the ordinary investor who doesn’t know a lot about microcap companies interested, when they’re trying to compare them to larger deals,” he says.

On the Treasure Global listing, the response was to build the holder base rather than hope for one, with syndicate members sourced specifically to invest in the offering and support distribution and liquidity afterward. Nobody was going to arrive unprompted.

Why the Network Is the Product

Ask Gregg Jaclin what makes cross-border work possible and he talks about people rather than process.

“To me, relationships are the key to marketing, relationships are the key to sales, especially in the capital market space,” he says. “I spend a lot of time talking to my contacts, whether they’re attorneys, bankers, deal people, auditors, every professional in the space.”

For an American issuer, that network shortens a timeline. For a company arriving from Malaysia or Australia, it substitutes for infrastructure the company doesn’t have and can’t buy quickly: a US auditor willing to take the engagement, counsel in both jurisdictions, an underwriter prepared to price a name its investors have never heard, and independent directors an American exchange finds credible.

The listing gets the press release. Everything that made it possible happened first, and Mr. Jaclin’s argument is that the order is the whole point.

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