In October 2025, the SEC approved the Texas Stock Exchange (“TXSE”), a new national securities exchange. The TXSE is the first fully integrated national securities exchange to receive SEC approval in decades. The TXSE is expected to launch ETP and corporate listings, including SPACs in 2026.
In its press release the TXSE states that its “mission is to reverse the decades-long decline in the number of U.S. public companies by reducing the burden of going and staying public while maintaining some of the highest quantitative standards in the industry.” The TXSE is part of an integrated push by Texas to be a leader in pro-business initiatives, corporate headquarters (see HERE), listings and now an exchange operator.
TXSE Listing Process and Criteria
Unlike NYSE and Nasdaq’s multi‑tier systems that accommodate smaller issuers, TXSE will operate as a single‑tier exchange targeting mid‑ to large‑cap companies. A company seeking to list securities on TXSE must meet minimum listing requirements, including specified financial, liquidity and corporate governance criteria. The TXSE will have broad discretion over the listing process and may deny an application, even if the technical requirements are met, if it believes such denial is necessary to protect investors and the public interest. Once listed, a company must meet continued listing standards.
All initial listing applicants must complete a mandatory confidential pre‑application review before submitting a formal listing application. This pre‑application review is free and, according to TXSE, is intended to identify any issues early in the process and to provide companies with greater certainty before they invest in a full listing effort.
Following the pre‑application review, TXSE will provide a clearance letter that is valid for nine months. If a company does not complete its listing within that time period, it must repeat the pre‑application process. TXSE will permit both primary (IPO) listings and dual listings for companies already trading on another national securities exchange.
To list its securities on the TXSE, a company is required to meet: (a) certain initial quantitative and qualitative requirements and (b) certain continuing quantitative and qualitative requirements. The quantitative listing thresholds for initial listing are generally higher than for continued listing, thus helping to ensure that companies have reached a sufficient level of maturity prior to listing.
The listing criteria (and continued listing standards) for the TXSE is substantially similar to Nasdaq.
Financial and Liquidity Requirements. In general, companies must meet the following criteria. I note that the TSXE has different standards for foreign private issuers and SPACs.
| Requirements | IPO Listing | Direct Listing | Transfer from Another Exchange |
| Market value of publicly held shares | $40 million | $100 million | $40 million |
| Publicly held shares | 1.1 million | 1.1 million | 1.1 million |
| Bid price
|
$4 | $4
|
$4
|
| Corporate governance | Yes | Yes | Yes |
| Round Lot Shareholders | 400 | 400 | 400* |
| Market Makers | 4** | 4** | 4** |
* Alternatively when transferring from another Exchange, a company can qualify by having 2,200 total shareholders and an average monthly trading volume of 100,000 shares; or 500 total shareholders and an average monthly trading volume of 1,000,000 shares.
** A company may list with only 3 market makers if it (i) has annual income of at least $1 million for the last 2 of the last 3 fiscal years; shareholders equity of at least $15 million and a market value of publicly held shares of at least $8 million; or (ii) shareholder’s equity of at least $30 million; two years operating history and a market value of publicly held shares of at least $18 million.
In addition, a company must meet one of the following financial standards:
| Earnings Test | Global Market Test | Transfer from Another Exchange |
| Aggregate pre-tax earnings of $10 million for the last 3 fiscal with a minimum of $2 million in each of the 2 most recent fiscal years and positive earnings in the last 3 years; or at least $12 million aggregate in the last 3 fiscal years with a minimum of $5 million in the most recent fiscal year and $2 million in the next most recent fiscal year.
An EGC can qualify with $10 million aggregate in the last 2 years with a minimum of $2 million in both years. |
$200 million global market capitalization | $4 million |
The Seasoning Rules
The seasoning rules prohibit a company that has completed a reverse merger with a public shell from applying to list until the combined entity had traded in the U.S. over-the-counter market, on another national securities exchange, or on a regulated foreign exchange, for at least one year following the filing of all required information about the reverse merger transaction, including audited financial statements. In addition, the rules require that the new reverse merger company has timely filed all of its required reports for the one-year period, including at least one annual report.
In addition, the seasoning rule requires that the reverse merger company “maintain a closing stock price equal to the stock price requirement applicable to the initial listing standard under which the reverse merger company is qualifying to list for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days prior to the filing of the initial listing application.”
The rule includes an exception for companies that complete a firm commitment offering resulting in net proceeds of at least the minimum market value of publicly held shares ( $40 million).
Corporate Governance Requirements
In addition to meeting applicable quantitative requirements in TXSE Rule Series 16.300, Companies applying to list and listed on the Exchange must meet the qualitative requirements outlined in this TXSE Rule Series 16.400. These requirements include rules relating to a Company’s board of directors, including audit committees and Independent Director oversight of executive compensation and the director nomination process; recovery of erroneously awarded compensation; code of conduct; Shareholder meetings, including proxy solicitation and quorum; review of related party transactions; and Shareholder approval, including voting rights. Exemptions to these rules, including phase-in schedules, are set forth in TXSE Rule 16.407. Again, these rules are substantially similar to NASDAQ.
The Application and Documents
Upon receiving a clearance letter, a company must file a full listing application. The TXSE application package includes: (i) a symbol reservation form; (ii) the listing application (which requires supplemental documents); (iii) the listing agreement; (iv) the corporate governance certification; (v) the initial application fee, payable via check or wire transfer; and (vi) a logo submission form. All the application forms are available online at the TXSE website listing center.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
Contact Anthony, Linder & Cacomanolis, PLLC. Inquiries of a technical nature are always encouraged.
Follow Anthony, Linder & Cacomanolis, PLLC on Facebook, LinkedIn, YouTube, Pinterest and Twitter.
Anthony, Linder & Cacomanolis, PLLC makes this general information available for educational purposes only. The information is general in nature and does not constitute legal advice. Furthermore, the use of this information, and the sending or receipt of this information, does not create or constitute an attorney-client relationship between us. Therefore, your communication with us via this information in any form will not be considered as privileged or confidential.
© Anthony, Linder & Cacomanolis, PLLC
