Can a holding company list on the TSX Venture Exchange, and why do Canadian roll-ups start there?

Can a holding company list on the TSX Venture Exchange?

Yes. The TSX Venture Exchange (TSXV) has no holding company category. It places an applicant in a segment by what the business does and tests it against the Tier 1 or Tier 2 numbers in Policy 2.1, Initial Listing Requirements. The version I opened is dated as at March 31, 2026.

In my reading, a holdco that owns operating businesses is tested as an industrial issuer, and a vehicle that holds passive investments is tested as an investment issuer. Confirm the segment with exchange staff before you file.

What does Tier 2 require?

As of October 2026, Policy 2.1 sets these Tier 2 tests. Dollar amounts are Canadian.

• Industrial, technology or life sciences: one of $750,000 of net tangible assets, $500,000 of revenue, or $2,000,000 of arm's-length financing. The issuer also needs a history of operations: at the commercialization stage for at least 12 months, or three of a list of development criteria.
• Investment:$2,000,000 of net tangible assets or $3,000,000 of arm's-length financing, a disclosed investment policy, and 50% of available funds placed in at least two specific investments.
• Every Tier 2 segment: working capital for 12 months after listing plus $100,000 unallocated, a public float of 500,000 shares, 200 public shareholders who each hold a board lot, and 20% of the issued shares in public hands.

Policy 2.1 uses its own defined term for arm's-length financing, so check how your raise qualifies with counsel. Tier 1 is higher: an industrial issuer needs $5,000,000 of net tangible assets or revenue, 1,000,000 float shares and 250 public shareholders.

What changed in 2025 and 2026?

Two changes matter to a new applicant.

• No sponsor. Cassels and DLA Piper both report that the TSXV announced on March 31, 2026 that it removed Policy 2.2 and the sponsor requirement, effective immediately. DLA Piper reports that the exchange now relies on its internal review procedures and disclosure requirements. The policy text I opened for Policy 2.1 contains no sponsor requirement for listing.
• New escrow policy. DLA Piper and Fasken report that Policy 5.4 took effect on June 2, 2025. Tier 1 principals' shares release 25% on the bulletin date and 25% every six months for 18 months. Tier 2 releases 10% on the bulletin date and 15% every six months for 36 months. For non-IPO transactions, DLA Piper reports that the TSXV will impose escrow where post-transaction market capitalization is at least $100 million, and the issuer can request an exemption in its listing application. Confirm the schedule for your deal in Policy 5.4 itself.

How does that compare with Nasdaq?

The Nasdaq Capital Market asks for a $4 minimum bid price (its $3 and $2 alternatives are set to end for new listings on about October 30, 2026, when SR-NASDAQ-2026-082 becomes operative), 1,000,000 unrestricted publicly held shares, 300 round lot holders and $15 million of unrestricted publicly held shares by value. TSXV Tier 2 asks for 500,000 float shares and 200 public shareholders, and the table I opened states no dollar value for the float. The full Nasdaq rules are in Nasdaq's 2026 listing requirements for a small company.

Why do some Canadian roll-ups start there?

Three public-record examples show the pattern, and each is only one company.

• Quisitive. Its MD&A says it became public when Nebo Capital Corp., a capital pool corporation under TSXV Policy 2.4, closed a Qualifying Transaction with Fusion Agiletech Partners on August 8, 2018. Trading resumed on the TSXV as QUIS on August 13, 2018. On January 2, 2025 it announced a cash sale to H.I.G. Capital at C$0.57 a share, about C$169.1 million of equity value, while still listed on the TSXV.
• Converge Technology Solutions. Its release says trading on the Toronto Stock Exchange began February 11, 2021, under the same CTS symbol it used on the TSXV. See Converge: reverse takeover to take-private.
• Topicus.com. Constellation Software's January 5, 2021 release says the spin-out shares were conditionally approved for listing on the TSXV, with trading expected on or about February 1, 2021.

My view is that three features explain the pattern. The Tier 2 numbers are small. The capital pool route lets a shell with cash find the business. And a company that outgrows the TSXV can move to the TSX, as Converge did. None of this makes the process easy.

What does the math look like?

Assumptions, all hypothetical: a holdco with 8,000,000 shares held by its owners, C$2.4 million of revenue from operations running more than 12 months, and a plan to raise C$2.5 million from arm's-length buyers at C$0.50 a share.

• New shares: C$2,500,000 / C$0.50 = 5,000,000 shares. Total after the raise: 8,000,000 + 5,000,000 = 13,000,000.
• Public ownership: 5,000,000 / 13,000,000 = 38.5%, above the 20% minimum (20% of 13,000,000 is 2,600,000 shares) and above 500,000 float shares.
• Entry test: revenue of C$2.4 million clears C$500,000, and C$2.5 million of financing clears C$2,000,000.
• Working capital: if the 12-month budget is C$1.4 million, the need is C$1.4 million + C$100,000 = C$1.5 million. Net of an assumed C$300,000 of costs, C$2.2 million is available.
• Market value at C$0.50: 13,000,000 x C$0.50 = C$6.5 million.
• Escrow, if the Tier 2 schedule applies to all 8,000,000 owner shares: 10% is 800,000 at the bulletin date, then 15% (1,200,000) at each of six six-month dates. 800,000 + 6 x 1,200,000 = 8,000,000.

The owners' shares would stay escrowed for 36 months. Public investors would own 38.5% of a C$6.5 million company. Whether that trade is worth it depends on the acquisitions the money funds.

What are the catches?

• Resale limits on seller shares. The Companion Policy to National Instrument 45-102 explains that resales of securities issued in an exempt distribution generally face a restricted period that ends four months and a day after the original distribution date. Your seller-stock terms need to reflect that.
• Reverse takeovers. Policy 5.2 defines a reverse takeover as a deal where new shareholders end up with more than 50% of the voting securities and control changes. The resulting issuer must meet Policy 2.1 before completion, and trading is halted once the agreement is reached. Initial documents are due within 75 days after the news release announcing the agreement.
• Canadian process. A U.S. holdco would work through Canadian securities rules. Hire Canadian counsel early.
• Cost and reporting. Public company costs continue. See what it costs to take a holding company public and keep it public.

Where these numbers come from: Listing tests are from TSXV Policy 2.1, Initial Listing Requirements(as at March 31, 2026), and reverse takeover terms from Policy 5.2, Changes of Business and Reverse Takeovers(as at March 31, 2026). The sponsor change is reported by Cassels and DLA Piper. Escrow terms are reported by DLA Piper and Fasken. The resale period is from the NI 45-102 Companion Policy. Company facts are from the Quisitive 2019 MD&A, the Quisitive H.I.G. release, the Converge release and the Constellation release. The worked example is hypothetical.

Related questions

Does the TSXV still require a sponsor?

Cassels and DLA Piper report that it does not, since March 31, 2026. Existing sponsor contracts are a separate matter to review with counsel.

Can a company move from the TSXV to the TSX?

Yes. Converge's release shows one did, with TSX trading starting February 11, 2021. The company must meet TSX standards, so check them first.

Does the TSXV accept a company with a foreign head office?

The Policy 2.1 text I opened does not bar it. Ask exchange staff what extra review applies to your facts. Canadian securities law still governs the process, so ask Canadian counsel.

What comes next

If you are weighing a shell instead of a new listing, read how a roll-up goes public through a reverse takeover or shell.

Related articles

• What are Nasdaq's 2026 listing requirements for a small company?
• What are the ways a holding company can go public?
• What does it cost to take a holding company public and keep it public?
• Converge: reverse takeover to take-private
• How do you build a holding company for acquisitions?

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.