Can a holding company with $1 million to $5 million in revenue go public?

What do the listing rules actually require?

The entry point for most small companies is the OTCQB, a market run by OTC Markets. As of October 2026, under OTCQB Rules version 6.1, a company needs:

• A minimum bid price of $0.05 for 30 consecutive days before admission.
• At least 50 beneficial holders, each owning 100 or more shares.
• A public float of at least 10%.
• Annual financial statements audited by a PCAOB-registered firm.
• Current reporting with the SEC, or under Regulation A or an alternative standard.
• An annual certification by the CEO and CFO.

OTC Markets also charges an application fee and an annual fee; check its current fee schedule. Moving later to Nasdaq or NYSE American brings stricter standards. PublicFinancial covers what it takes to uplist from OTC to Nasdaq.

So the rules do not stop a $1M–$5M company. The economics and the books usually do.

What does the $1.5M example show?

This is our best outcome, not a typical one. A company went public with about $1.5M in revenue at a $3.5M starting valuation, after raising about $100,000. Over the next seven years the founder:

• Made three acquisitions. One failed and was closed. One succeeded.
• Sold the original business.
• Moved the company to Nasdaq.
• Sold the company for $240M in cash.

Three things stand out. The company was small at listing, so size alone was not the barrier. Not every acquisition worked, so the outcome did not depend on a perfect record. And it took seven years, so the listing was a starting point, not the result.

What has to be true before a small holding company lists?

Five conditions matter more than revenue:

1. Real earnings, or a clear path to them. Public investors will value the company on profit. A holding company with losses and no visible route to profit has nothing to support its share price.
2. Books an auditor can work with. PCAOB-audited financials are required. Messy or cash-heavy books, missing records or unreconciled accounts delay or block the audit.
3. An acquisition program. The benefit of being public is the ability to pay sellers in stock and raise capital. A company with no plan to acquire pays the costs without using the benefit.
4. Capacity to carry the costs. Audit, legal, SEC reporting, OTC Markets fees and investor relations are recurring. See PublicFinancial on the ongoing costs of being public.
5. A management team that can report on time. Quarterly and annual filings do not wait for month-end to be fixed.

Worked example: why a small company might be valued differently in public

These numbers show the idea, not a promise. Real valuations vary and can fall.

1. Main Street businesses sold through BizBuySell averaged 0.67x revenue from 2021 to Q1 2026.
2. At that multiple, a business with $1.5M of revenue would be valued at about $1.5M x 0.67 = $1.0M.
3. The $3.5M starting valuation in our best outcome was $3.5M / $1.5M = about 2.3x revenue.
4. The site's illustrative math makes the same point on earnings. $1M of profit bought at 4x costs $4M. Inside a platform valued at 10x, that profit supports $10M of value before growth.

The gap is the reason to consider listing. It is also the risk. A public valuation that is not backed by earnings tends not to last. Overpaying for acquisitions, or failing to integrate them, destroys the value the gap seemed to create.

Who should not go public at this size?

Most buyers. If any of these describe you, stay private for now:

• You own one business and have no acquisition plan.
• Your earnings depend on you personally and would not survive scrutiny in an audit.
• You would need the listing to fund basic operations.
• You are not prepared to report results publicly every quarter.

Also weigh the evidence on stock-paid deals. A study of 6,000+ IPO registrations from 1990 to 2024 found that stock-paid acquisitions underperform cash deals by 20–30 percentage points over 3–5 years and are about 50% more likely to end in delisting. A listing gives you a currency. It does not make every use of it wise.

On timing, this site states roughly 6 months by reverse merger or IPO and about 10 months by direct listing. See PublicFinancial on how long going public takes.

Where these numbers come from: Listing requirements are from the OTCQB Rules, version 6.1, September 17, 2026. The revenue multiple is BizBuySell data reported by Beancount. Stock-paid deal performance is from the study reported on the CLS Blue Sky Blog. The $1.5M, $3.5M and $240M figures are from a Meraki Partners client and are our best outcome, not a typical one. The $4M-to-$10M figures are the site's illustrative math.

Related questions

Is there a minimum revenue to list on the OTCQB?

The OTCQB entry rules listed above do not include a revenue test. They focus on share price, holders, float, audited financials and reporting. Nasdaq and NYSE American set higher bars.

Should I list first and then make acquisitions?

It can work, as our best outcome shows. But a company listed before it has earnings or a deal plan carries public costs with nothing to show for them. Have the first deals identified before you list.

Can a holding company with losses go public?

The OTCQB rules do not require profit. Public investors will still price the shares on earnings or a credible path to them. A loss-making holding company without that path is likely to trade poorly.

What comes next

If the conditions fit, compare the economics side by side: public roll-up vs private roll-up, and how the math compares.

Related articles

• Public roll-up vs private roll-up: how does the math compare?
• Does being public actually help a company make acquisitions?
• Which small holding companies have gone public, and what happened?
• Should a holding company go public, and at what size?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.