Reference
The going-public glossary
Every term you'll hear from lawyers, bankers, and exchanges on the way to a listing — defined in plain English, with a link to the deep guide where each one matters. 63 terms, maintained with the guides.
AIF (Annual Information Form)
The comprehensive annual disclosure document Canadian non-venture issuers file under NI 51-102 — the backbone of MJDS filings and short-form prospectus eligibility.
Deep dive: Dual Listing in Canada and the USBlackout Period
A window when insiders may not trade — around financial-statement preparation and undisclosed material developments. New issuers adopt a blackout calendar as part of their disclosure policy at listing.
Deep dive: The Going-Public ChecklistBoard Lot
The standard trading unit (usually 100 shares at typical prices). Exchange distribution tests count "board-lot holders" — public holders owning at least one board lot.
Deep dive: TSX Listing RequirementsBookbuilding
The process during a marketed offering in which underwriters collect institutional indications of interest to set the final price and allocations.
Deep dive: The Canadian IPO TimelineBroker Warrants
Warrants issued to agents as part of their compensation on Canadian venture financings — commonly 10% of securities sold. Real, if non-cash, dilution.
Deep dive: What It Costs to Go Public in CanadaCDS
The Canadian Depository for Securities — Canada's clearing depository. Securities must be CDS-eligible for electronic settlement of exchange trades.
Deep dive: The Going-Public ChecklistChange of Business (COB)
A TSXV Policy 5.2 transaction in which an existing issuer fundamentally changes its business — reviewed by the exchange with RTO-like disclosure even when control does not change hands.
Deep dive: Reverse Takeover (RTO) in CanadaConcurrent Financing
The private placement closed alongside an RTO, QT, or listing — funding the business, demonstrating market support to the exchange, and setting the deal's reference valuation.
Deep dive: Reverse Takeover (RTO) in CanadaCPC (Capital Pool Company)
A cash shell created under TSXV Policy 2.4 for the sole purpose of acquiring one operating business. The cleanest shell you can merge with: no operating history, standardized structure, and directors pre-vetted by the exchange.
Deep dive: CPC Qualifying TransactionsDe-SPAC
The business combination in which a SPAC acquires its target and the target becomes the public company. In the US it requires an S-4 or proxy statement, PCAOB-audited financials, and re-qualification under initial listing standards.
Deep dive: SPACs in Canada and Cross-Border De-SPACsDirect Listing
Going public without an underwritten offering: the company becomes a reporting issuer via a non-offering prospectus and its existing shares simply begin trading. No new capital is raised at listing.
Deep dive: Direct Listing in CanadaDTC Eligibility
Acceptance of a security for electronic settlement by the US Depository Trust Company. Without it, US brokers cannot clear trades and OTC liquidity never develops — engage your transfer agent on DTC early.
Deep dive: OTC Markets for Canadian CompaniesEscrow
The mandatory lock-up of insiders' shares at listing under NP 46-201 or exchange policy. Shares release in tranches over 18–36 months, aligning principals with post-listing performance.
Deep dive: TSXV Listing RequirementsFiling Statement
The disclosure document for a TSXV reverse takeover or qualifying transaction (Form 3B2). Despite the lighter name, it carries substantially the same business, financial, and risk disclosure as a prospectus.
Deep dive: Reverse Takeover (RTO) in CanadaFINRA Form 211
The filing a market maker submits to FINRA to begin quoting a security on OTC Markets. Only a broker-dealer can file it — securing a sponsoring market maker is step one of any OTC quotation.
Deep dive: OTC Markets for Canadian CompaniesForeign Private Issuer (FPI)
A non-US company meeting SEC ownership/management tests. FPIs may register on F-forms, report on IFRS, and are exempt from US proxy rules and Section 16 — a significant compliance advantage for Canadian companies listing in the US.
Deep dive: NASDAQ Listing for Canadian CompaniesForm 10 Information
The full company-registration disclosure package (business, risk factors, financials, management) required in a Super 8-K after a US reverse merger or de-SPAC.
Deep dive: SPACs in Canada and Cross-Border De-SPACsForm F-1
The SEC registration statement for foreign private issuers. Allows IFRS financial statements without US-GAAP reconciliation and leads to lighter ongoing reporting (20-F / 6-K).
Deep dive: NASDAQ Listing for Canadian CompaniesForm S-1
The standard SEC registration statement for a US IPO — the American counterpart of the Canadian long-form prospectus.
Deep dive: NASDAQ Listing for Canadian CompaniesFundamental Change (CSE Policy 8)
The CSE's framework for reverse takeovers and major acquisitions: the resulting issuer files an updated listing statement with prospectus-level disclosure and obtains shareholder approval where required.
Deep dive: CSE Listing RequirementsGraduation (TSXV → TSX)
Moving from the venture board to the senior TSX once initial listing requirements are met — a streamlined application rather than a new going-public transaction.
Deep dive: TSXV Listing RequirementsInformation Circular
The disclosure document mailed to shareholders ahead of a vote. In RTOs and qualifying transactions requiring shareholder approval, it carries prospectus-level disclosure of the resulting issuer.
Deep dive: Reverse Takeover (RTO) in CanadaInterlisted / Dual Listing
A listing on exchanges in two countries — most commonly TSX plus NYSE or NASDAQ. Shares are fungible across venues, trade in both currencies, and arbitrage keeps prices aligned.
Deep dive: Dual Listing in Canada and the USIPO (Initial Public Offering)
The classic route to going public: a company files a prospectus, sells new shares to the public through an underwriting syndicate, and lists on an exchange. It raises the most capital of any path but takes the longest and is most exposed to market windows.
Deep dive: How to Go Public in CanadaListing Statement (Form 2A)
The CSE's principal disclosure document — prospectus-level information about the issuer filed as part of a CSE listing application.
Deep dive: CSE Listing RequirementsMaterial Change Report
The filing (with news release) a Canadian reporting issuer must make within 10 days of a change that would reasonably be expected to affect its share price — the core of timely-disclosure obligations.
Deep dive: The Going-Public ChecklistMD&A
Management's Discussion & Analysis — the narrative accompanying financial statements, explaining results, liquidity, capital resources, and risks. Filed quarterly and annually by every reporting issuer.
Deep dive: The Going-Public ChecklistMJDS (Multijurisdictional Disclosure System)
A Canada–US regime letting seasoned Canadian reporting issuers satisfy SEC registration largely with their Canadian documents (Form F-10 wrapping a Canadian prospectus; Form 40-F annually). The fastest US on-ramp available to any foreign issuer.
Deep dive: Dual Listing in Canada and the USNI 41-101
National Instrument 41-101 — General Prospectus Requirements: the Canadian rule governing long-form prospectuses, including the form and content of IPO disclosure.
Deep dive: TSX Listing RequirementsNI 51-102
National Instrument 51-102 — Continuous Disclosure Obligations: the rule that governs a Canadian public company's ongoing filings — annual and interim financial statements, MD&A, material change reports, and the AIF.
Deep dive: The Going-Public ChecklistNI 52-110
National Instrument 52-110 — Audit Committees: requires public companies to maintain an audit committee, with independence and financial-literacy standards that scale with the exchange tier.
Deep dive: The Going-Public ChecklistNon-Offering Prospectus
A prospectus that registers no sale of securities. Filed to make a company a reporting issuer — the mechanism behind Canadian direct listings.
Deep dive: Direct Listing in CanadaNP 46-201 (Escrow)
National Policy 46-201 — Escrow for Initial Public Offerings: the regime under which principals' shares are locked up at listing and released on a staged schedule, typically 18 months for senior-board issuers and 36 months for venture issuers.
Deep dive: TSXV Listing RequirementsOTCQX / OTCQB
The top two tiers of OTC Markets. OTCQX requires a qualified foreign listing, financial standards, and a sponsoring advisor; OTCQB is the lighter venture tier. Canadian issuers use both to reach US investors without SEC registration.
Deep dive: OTC Markets for Canadian CompaniesOver-Allotment Option (Greenshoe)
The underwriters' option to buy up to 15% additional shares at the offering price for 30 days after closing — used to stabilize the aftermarket and a source of extra dilution issuers often forget to model.
Deep dive: What It Costs to Go Public in CanadaPACE™ Score
IPOReady's readiness metric: a 0–100 score computed from a company's actual task completion, document status, and corporate structure, driving a live listing-date prediction calibrated to the target exchange and transaction path.
Deep dive: The Going-Public ChecklistPCAOB Audit
An audit conducted under Public Company Accounting Oversight Board standards by a PCAOB-registered firm — required for financial statements in US registration statements. Canadian GAAS audits do not carry over; the re-audit is the longest lead-time item in most cross-border deals.
Deep dive: NASDAQ Listing for Canadian CompaniesPIF (Personal Information Form)
The background-check form every director, officer, insider, and promoter files with a Canadian exchange. Clearance takes 6–10 weeks and is one of the most common causes of transaction delay — file PIFs at the start of a deal, not the end.
Deep dive: The Canadian IPO TimelinePIPE (Private Investment in Public Equity)
Committed institutional financing closed alongside a public-market transaction — in de-SPACs, the backstop that guarantees minimum proceeds regardless of shareholder redemptions.
Deep dive: SPACs in Canada and Cross-Border De-SPACsProspectus
The principal disclosure document for a Canadian public offering, filed under National Instrument 41-101: business description, audited financials, risk factors, use of proceeds, and management details, reviewed by the securities regulator before a receipt is issued.
Deep dive: How to Go Public in CanadaPublic Float
The shares held by public investors — excluding insiders and control blocks. Exchanges impose minimum float sizes, holder counts, and float values as listing conditions.
Deep dive: TSX Listing RequirementsQualifying Transaction (QT)
The acquisition through which a capital pool company acquires its one permitted operating business. Completing the QT converts the CPC into a regular TSXV issuer carrying on the acquired business.
Deep dive: CPC Qualifying TransactionsRedemption (SPAC)
SPAC shareholders' right to return their shares for a pro-rata portion of the trust instead of participating in the merger. Redemption rates routinely exceed 80–90%, which is why minimum-cash conditions and PIPEs decide deal outcomes.
Deep dive: SPACs in Canada and Cross-Border De-SPACsReporting Issuer
A company subject to continuous disclosure obligations under Canadian securities law — the legal status a company acquires by clearing a prospectus (or equivalent), and a prerequisite for listing on any Canadian exchange.
Deep dive: CSE Listing RequirementsRoadshow
The pre-pricing marketing tour where management presents to institutional investors — typically two to four weeks of meetings between filing and pricing in a marketed IPO.
Deep dive: The Canadian IPO TimelineRTO (Reverse Takeover)
A transaction where a private operating company merges into an already-listed issuer and its shareholders take control of the public entity. The business "backs into" the listing without a marketed offering — faster than an IPO, but the exchange still requires prospectus-level disclosure.
Deep dive: Reverse Takeover (RTO) in CanadaRule 12g3-2(b)
The SEC exemption that lets a foreign issuer's securities trade OTC in the US without registration, provided its home-market disclosure is publicly available in English. A Canadian issuer's SEDAR+ filings usually satisfy it automatically.
Deep dive: OTC Markets for Canadian CompaniesSeasoning Rules
NASDAQ/NYSE requirements that reverse-merger companies trade for a period (generally one full fiscal year) and meet price tests before uplisting, unless completing a firm-commitment underwritten offering. They tilt US listings toward the IPO path.
Deep dive: RTO vs IPOSEC EDGAR
The SEC's electronic filing system for US registration statements and reports — the US counterpart to SEDAR+.
Deep dive: NASDAQ Listing for Canadian CompaniesSEDAR+
The Canadian Securities Administrators' electronic filing system — where prospectuses, financial statements, and all continuous disclosure documents of Canadian reporting issuers are filed and publicly searchable.
Deep dive: How to Go Public in CanadaSEDI
The System for Electronic Disclosure by Insiders — where Canadian insiders report their trades. Directors and officers of a newly listed issuer must register and file within prescribed deadlines.
Deep dive: The Going-Public ChecklistShell Company
A listed entity with no active business — the raw material of reverse takeovers. Shells come from wound-down operating companies, purpose-built vehicles, or CPCs; diligence on a shell's liabilities is the single biggest risk control in an RTO.
Deep dive: Reverse Takeover (RTO) in CanadaSPAC (Special Purpose Acquisition Corporation)
A shell that IPOs first — raising cash into trust — and finds its operating business later. For a target company, merging with a SPAC (the "de-SPAC") is a listing plus a negotiated cash amount, subject to shareholder redemptions.
Deep dive: SPACs in Canada and Cross-Border De-SPACsSponsor Promote
The founder shares (typically 20% of post-IPO equity) SPAC sponsors receive for nominal consideration. In de-SPAC negotiations, forfeiture and earnout of the promote is a key term for the target.
Deep dive: SPACs in Canada and Cross-Border De-SPACsSponsorship (TSXV)
A due-diligence engagement in which a TSXV member firm investigates the issuer and vouches for it to the exchange. Required for many listings and RTOs unless an exemption — such as a qualifying brokered financing — applies.
Deep dive: TSXV Listing RequirementsSubscription Receipts
Securities sold in a concurrent financing that hold funds in escrow and convert into shares only when the RTO or QT closes — protecting investors if the transaction fails.
Deep dive: Reverse Takeover (RTO) in CanadaSuper 8-K
The Form 8-K a US shell files within four business days of closing a reverse merger or de-SPAC, containing complete Form 10-level disclosure about the operating company. Effectively the transaction's registration statement.
Deep dive: SPACs in Canada and Cross-Border De-SPACsTier 1 / Tier 2 (TSXV)
The TSXV's two listing tiers. Tier 2 is the entry tier for early-stage issuers; Tier 1 imposes higher financial standards in exchange for lighter escrow and filing requirements.
Deep dive: TSXV Listing RequirementsTransfer Agent
The firm that maintains the official shareholder register, processes transfers, and interfaces with CDS/DTC. Every listed company must appoint one before closing.
Deep dive: The Going-Public ChecklistUnderwriter
The investment bank that buys (firm commitment) or markets (best efforts) an offering — running diligence, bookbuilding, pricing, and allocation for a commission of typically 5–8% of gross proceeds.
Deep dive: What It Costs to Go Public in CanadaUplisting
Moving from a junior market (OTC, CSE) to a senior exchange (NASDAQ, NYSE, TSX). Usually paired with an underwritten offering to meet distribution and seasoning requirements.
Deep dive: OTC Markets for Canadian CompaniesUse of Proceeds
The prospectus section itemizing how offering money will be spent. Regulators hold issuers to it — post-closing deviations require disclosure.
Deep dive: How to Go Public in CanadaWorking Capital Requirement
The exchange test that a new issuer demonstrate sufficient funds to run its business — on the TSXV, typically 12 months of operations plus $100K unallocated. The reason listing applications include a use-of-funds model.
Deep dive: TSXV Listing RequirementsStop translating — start executing
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