Comprehensive Summary of Nasdaq IPO Costs

Written By Kai .

All prices listed below are based on USD.

Key Points

  • NASDAQ listing fees are $295,000 for the Global Market and $50,000 to $75,000 for the Capital Market. SEC registration fee is $153.10 per $1 million of the offering price.

  • Underwriter fees being the largest expense at 3-7% of the offering amount, followed by legal and accounting fees, NASDAQ and SEC fees , and printing costs.

Entry Fees

Companies listing equity securities on the Nasdaq Global Select or Global Market for the first time must pay a $295,000 entry fee, which includes a non-refundable $25,000 application fee. For the Nasdaq Capital Market, entry fees range from $50,000 to $75,000, depending on the number of shares outstanding, with a $5,000 application fee. Special Purpose Acquisition Companies (SPACs) listing has a flat $80,000 entry fee. These fees are distinct from subsequent costs for additional share classes, which incur a $25,000 initial application fee (NASDAQ Continued Listing Guide) per class.

SEC Registration Fees

The SEC mandates a registration fee calculated as $0.00013 per dollar of the aggregate offering amount. For example, a company raising $100 million would pay $13,000 in SEC filing fees.

Nasdaq Listing Fees

In addition to entry fees, Nasdaq imposes tiered annual listing fees based on Total Shares Outstanding (TSO). For 2025, the structure is as follows:

Nasdaq Global Select/Global Market (Equity Securities):

  • Up to 10 million shares: $56,000

  • 10–50 million shares: $70,000

  • 50–75 million shares: $86,000

  • 75–100 million shares: $115,000

  • Over 150 million shares: $193,000.

Nasdaq Capital Market (Equity Securities):

  • Up to 10 million shares: $53,000

  • 10–50 million shares: $70,000

  • Over 50 million shares: $86,000.

American Depositary Receipts (ADRs)

  • Capped at $105,000 annually for issuers over 75 million shares

Legal Fees

These cover the drafting and review of registration statements, prospectuses, and other legal documents required for SEC compliance. Estimates from industry reports suggest legal fees can range from $250,000 to over $1 million, depending on the complexity and size of the offering.

Accounting & Audit Fees

Necessary for preparing financial statements, MD&A reports, accounting memos for the IPO, these fees typically range from $200,000 to $500,000, varying with the company's financial complexity and audit requirements.

Underwriter Fees

While Nasdaq does not set underwriting fees, its rules require companies to cover underwriter legal counsel expenses, which range from typically amount to 3–8% of gross proceeds, though this varies by deal size and complexity.

Printing and Distribution Costs

These include the costs of printing and distributing the prospectus and other marketing materials, often estimated at under $50,000.

Industry Consultants (If Required)

Specialized consultants may be engaged to validate industry-specific insights and competitive positioning. Fees range from USD 30,000 - USD 150,000 based on the complexity of the analysis and the consultant’s level of expertise.

Marketing and Roadshow Costs (If Needed)

These expenses include travel, investor presentations, and marketing materials for the roadshow. Costs range from $100,000 - $300,000 on the roadshow's duration, scope, and number of events held.

Ongoing Reporting

Post-IPO, companies must file:

  • Form 10-Q (quarterly reports)

  • Form 10-K (annual reports)

  • Form 8-K (material event disclosures).

  • Foreign private issuers may substitute Form 20-F for annual reports and Form 6-K for interim updates12. Compliance necessitates dedicated internal teams or external consultants, with annual investor relations budgets averaging $50,000–$150,000.

Annual Listing Fees

Beyond initial costs, Nasdaq charges annual fees to maintain listings:

Conclusion

Prospective issuers should consult Nasdaq’s 2025 Continued Listing Guide and Rule 5900 Series for definitive guidance, ensuring adherence to evolving standards.

Kai .