Q&A With Gregg Jaclin: The Day You Go Public, the Real Job Starts

For most founders, ringing the bell on a major stock exchange feels like the finish line. Gregg Jaclin has spent more than three decades in capital markets explaining why it’s actually just the starting line.

Gregg Jaclin spent 25 years as an attorney before pivoting to advisory work, co-founding Exchange Listing LLC to help small and microcap companies navigate the complex path to NASDAQ and NYSE listings. He’s since guided more than a dozen companies through IPOs, SPAC mergers, and uplistings — and in 2025, he bought out his co-founder to take sole ownership of the firm while being involved in the creation and launching Emmis Acquisition Corp, a new SPAC targeting strong fundamental companies seeking U.S. senior exchange listings.

In a wide-ranging conversation, Jaclin talks about what separates the companies that execute from the ones that don’t, why NASDAQ’s shifting rules are both necessary and painful, and what he’d change about the way public markets treat small companies.

You have spent more than 20 years working at the intersection of entrepreneurship and capital markets. What drew you to this space originally and what keeps you in it?

Gregg Jaclin: It originally started with the fact that I was an attorney for 25 years, and my previous partner at my law firm was a corporate attorney — which is really where I wanted to be — and that corporate work sort of merged into securities work, capital markets work, and entrepreneurship. So I practiced as a corporate securities attorney for 25 years in the microcap public market space and just learned to really enjoy it, enjoy the people I was working with, and really get a sense of satisfaction out of helping companies raise money, grow their business, and go public.

And then when I left the legal side and started on the consulting side, I was really just doing the same thing, but working with companies and having the opportunity to grow alongside them. That’s really been a great experience.

You co-founded Exchange Listing LLC alongside Peter Goldstein to guide growth companies through senior exchange listings on NASDAQ and NYSE. What was the founding thesis — what gap were you two trying to fill that existing investment banks or advisors weren’t?

Gregg Jaclin: Originally, it started with, coming from my legal background — I worked with a lot of companies that were on the OTCBB, what people might call the pink sheets, and they didn’t know how to get uplisted to NASDAQ or NYSE. So there was a void in the marketplace of advisors working with companies that want to take that step of getting from the OTC up to a senior exchange.

It became an opportunity for me to really fill in that missing blank — introducing them to the bankers and other necessary professionals, helping them think through questions like when do you do a reverse split, what’s the right time to do it, how do you build out your board and your financial model and your deck. So we were really just had us working on small IPOs for these companies. So let’s just work on IPOs and SPAC mergers and other ways of getting companies up to a senior exchange.

The truth of the matter is, when you go up to the large-cap level have a lot of people that do what we do. They provide those services to their companies. When you’re in the microcap level, the bankers are generally focused on the capital raise. They don’t necessarily have people focused on ipo-readiness, preparing for the listing, how do we make sure they have the right deck and financial model and board, and have all their governance in place.

So there really was a void in the marketplace. The bankers and attorneys weren’t doing it since they were focused on raising capital and the legal work needed for the listing. There was no one helping these companies find the right partners, and also really learn how to be a public company. That’s where it started from — realizing these companies were sort of stuck. Some of them were already public and didn’t even know how to be public companies.

Exchange Listing has now guided more than a dozen companies through successful IPOs and uplistings — La Rosa Realty, Neuraxis, Janover, Cosmos, Surge Pays, Heartbeam, Greenbox, and others across healthcare, fintech, real estate, and tech. When you look across that portfolio, what’s the common thread in the companies that executed well?

Gregg Jaclin: The truth of the matter is it’s really about the management team. Betting on the right management team has always been very important to us. We are agnostic in terms of what industries we’ll work with — there is a lot of tech in there, but we work with healthcare, and I’m not a healthcare person.

But if they’re willing to put in the work, use the capital for the right reasons, and can grow their business, then it’s really about making sure we are investing our time wisely — not necessarily money, because a lot of my fees are back-ended to a successful IPO — and making sure the company’s successful afterward. It’s really about betting on the jockey and making sure you have a good, strong management team. Of course, they have to have a good business model too, but that goes hand-in-hand with the management team.

What are they going to do with their money? How are they going to grow their business? What acquisitions are they going to do? How are they going to be successful after the IPO? To me, it’s really about who are you betting on here, because if they’re not going to get the IPO done or the listing done, then what are we doing all this for?

What does your role as Managing Director of IPO Execution at Exchange Listing LLC actually look like day-to-day, and what does “execution” mean when a company is trying to get listed?

Gregg Jaclin: It’s changed over the years, and it certainly changed this year because I bought out my partner, Peter Goldstein, at the beginning of the year. So now I’m the sole managing director of everything at Exchange Listings. I have people that work for me and help with IPO execution, help with NASDAQ mergers and SPAC mergers, but my job is everything. It’s all-encompassing. It’s running the company itself and guiding clients through the IPO process — and when I say IPO, it might be an IPO, it might be a SPAC merger, it might be a NASDAQ merger.

There’s a lot of sales and business development involved, a lot of conferences. But really, the companies themselves don’t know a lot about going public or what that really means. The attorneys are focused on the legal work. The bankers are focused on raising the capital. I’m spending a lot of time just educating companies on getting ready for being public — getting together an employee stock option plan, when should they do an acquisition, what money should they try and raise before the IPO happens to grow their business, making sure they have good employment agreements in place, everything that’s necessary.

I always tell people my role is all-encompassing. When a client calls me, if there’s anything they need to do to get themselves ready to be public, I’m there for that.

SPACs had a dramatic run-up from 2020 through 2021, then fell off roughly 90% by 2023 to 2024. Emmis Acquisition Corp filed its S-1 in July 2025 and completed its IPO in October 2025. How do you think about the timing of that, and why do you see this as a reset moment rather than a warning sign?

Gregg Jaclin: The SPAC market sort of goes where the IPO market doesn’t go. For a number of years, the IPO market was doing really, really well — in the microcap and mid-cap space, the ability for companies to complete fairly quick IPOs was happening a lot in ’22, ’23, ’24. So the SPACs dropped off.

Now it’s getting harder, taking longer. There are new NASDAQ requirements, new SEC and New York Stock Exchange requirements. The market has changed completely. Back in early 2025, I saw that coming. Peter Goldstein and I talked about it and decided to create our own SPAC. We got it done in record time — honestly, less than 90 days from the time we filed the initial registration — and that’s because this is what we do for a living.

There was also another reason for the earlier drop-off: there were some accounting issues with SPACs back in ’21 and ’22 that really slowed things down. But I think it was more about the prevalence of the IPO market at the time. Now there are so many companies looking to do SPAC mergers, targets that want to get public quicker than doing a full IPO. That’s a great opportunity for us, and we’re excited about what MS has to bring.

You work with growth companies on listings across NASDAQ and NYSE. How do you help a founder decide which exchange is the right fit, and what gets that decision wrong most often?

Gregg Jaclin: At this time its really just NASDAQ and NYSE. The Texas Stock Exchange is supposed to be starting soon; we’ll see. But the focus right now is on those two.

I really leave it up to the companies. For my job and from my standpoint they are similar. Certain tech companies are a better fit for NASDAQ; mining companies are a better fit for the New York Stock Exchange, but it’s really not that big a difference. What I encourage all of our clients to do is come to New York, go to the exchanges, visit the floor of the New York Stock Exchange, visit NASDAQ, and let them pitch you. Then I’ll give my opinion based on what industry they’re in and which will be quicker. The New York Stock Exchange is more subjectively discretionary; NASDAQ is more rules-based — if you meet the requirements — although those rules are starting to change too.

There’s been more NASDAQ than NYSE micro-cap listing over the last few years, but I encourage the company to speak to both unless I have a really strong push one way. They’re both senior exchanges. The markets treat them both the same, so it doesn’t matter which one you go to, as long as you’re going to one of those two.

From where you sit advising companies trying to get into these exchanges, is the tightening making the market healthier, or is it cutting off legitimate growth companies from capital?

Gregg Jaclin: You’ve hit on the question that our whole market is dealing with these days. If you zoom out and look at the bigger picture, the tightening of the listing requirements is definitely making it harder for companies to get money. There’s just not going to be as many small-cap and microcap IPOs as there were for the last few years. I don’t necessarily think that’s a bad thing. I think there were a lot of companies that were too small, doing too-small deals, and the stocks weren’t trading well because they were having to raise more money afterward.

From a macro standpoint, I don’t think this is a bad thing. The focus now is more on fundamental companies — companies that are revenue-generating, profitable, can show a good growth plan, and can therefore command a higher valuation and raise more money.

I think some of the mistakes that have been made is not allowing companies that were already far down the path to continue. There have been a number of companies that, based on the old rules, had been working on an IPO for 12 to 18 months, and now NASDAQ is telling them no based on the new rules. That part I just think is wrong. There has to be some sort of grandfathering in.

That being said, as we move forward, I think these rules are better. Now, there are going to be smaller companies that used to go public and are going to struggle to find that capital. It’s hard for these companies to raise debt money. PE doesn’t want to touch them. There are other sources — we’re working on crowdfunding for some companies. There are other ways to raise money before going public, and maybe they go public when they are really ready. In the long run, I think this is a good thing, but it’s tough for the smaller companies.

What is the single most common mistake you see companies make when they decide to pursue an IPO before they’re actually ready?

Gregg Jaclin: Coming from the legal side, I always tell people — even before you engage the attorney, you have to engage the auditor. Most of these companies are not used to having financial statements that need to be ready and audits that have to be done. They don’t fully understand what it means to be a public company in terms of the audits. And by the way — everything is going to be disclosed. Your salary is going to be disclosed. There are no trade secrets. Everything is fully transparent.

So a big part is getting ready to do the audit. When I give people a timeline for going public, I always tell them the first piece of it is how long it’s going to take to get your audit done and what shape your financials are in. And everybody’s always like, “Oh, my financials are great, the audit will be done in 30 to 60 days” — and then they get into a PCAOB audit and understand that it doesn’t really work that way.

Beyond that, it’s just overall IPO readiness — making sure they have a good deck in place and a good financial model in place. You only have one chance to make a good first impression, whether it’s with the bankers, the professionals, or the market. They also need to understand that when this company goes public, they have two jobs: the regular job of running their company, and then the job of running a public company. They either have to figure out how to do it themselves or use some of that capital to hire the right people. Really being ready to understand that when the IPO happens, when the listing happens, the job’s just starting at that point.

When a company comes to you and says they want to go public, what are the first three questions you ask them?

Gregg Jaclin: The first one is always about the financials — talking about the state of your financials. If you can’t get the financials done, you’re never going public.

The second is honestly — why? What are the reasons, and how much money are they looking to raise to go public? The truth of the matter is a lot of companies come to us and don’t necessarily say “I want to go public.” A lot of them say “I want to raise capital.” And I tell them that going public is obviously one avenue, but there are others.

And then it’s — can we support the valuation? Especially under the new NASDAQ rules, can we support the $75 million valuation so that we can bring a banker in to raise $25 million? What are their revenues, what’s their profitability, what’s their growth plan? It’s really about showing they’re a strong, fundamental company so we feel comfortable bringing them to the bankers and getting the capital raised to get the IPO done.

What does a company’s investor narrative need to accomplish before you’d feel comfortable putting them in front of exchange officials?

Gregg Jaclin: It’s really about strong fundamentals and a growth plan. If they’ve been doing the same level of revenue for the last five years and aren’t profitable — or are just breaking even — and don’t really have a plan through either organic growth or M&A to grow, then getting in front of NASDAQ, or getting in front of the bankers — which is the first key to everything, finding a banker who feels they can underwrite the IPO — is not going to happen. There’s really got to be a growth plan.

Which really goes into: why are you going public? If you have a nice mom-and-pop shop and you just want to raise a couple of dollars to pay yourself, that’s not a reason to go public. But if you really have a plan — you want to do acquisitions, you can use that money to grow the business from $10 million a year in revenue to $50 million a year in revenue, you have that hockey stick and it’s real and you can back it up — then I’m comfortable bringing you to market.

After a few years of slowdowns and false starts, a lot of people are calling 2026 a genuine IPO recovery. Do you buy that, and what are the biggest factors behind the momentum?

Gregg Jaclin: I think it’s important to note the difference between the microcap world and the bigger world. This is an important moment because we had the SpaceX IPO, which was the biggest IPO ever — the highest valuation ever. And there are others coming behind it. So this is shaping up to be the year that some of the really big companies with the extraordinary valuations come out, and hopefully that trickles down to the NASDAQ and New York Stock Exchange world that I live in, where the deals are smaller.

The slowdowns were because of the market, the bankers, but mostly because of NASDAQ and the SEC slowing things down. They realized that what was going on wasn’t working — too many small companies that were not well-funded and not well-capitalized were getting public. They’ve reset those plans, and it’s taken six, nine, twelve months for the exchanges to figure out what they want. Now that they seem to be figuring that out, and the market is adjusting to know that you have to raise $25 million minimum to get a deal done and it’s got to have strong fundamentals — I think it’s starting to open up. Between the bigger market having some large IPOs closing over the next few months, and NASDAQ and NYSE trying to figure out where they want to be in the microcap world, I think things are starting to move.

You work primarily with smaller emerging growth companies. How do you think about the distinct challenges of a microcap IPO versus the larger transactions that dominate the headlines?

Gregg Jaclin: It’s just a different world entirely. Most people I talk to outside of the microcap world don’t even know what a microcap is, and they can’t imagine that a company with $25 million in revenue or under could possibly go public.

It’s obviously hard to get investors who operate at the larger level to come down to the microcap space, but there are enough investors and funds to come in at the microcap level. It is definitely a learning curve — especially for those companies in similar businesses — to get the ordinary investor who doesn’t know a lot about microcap companies interested, when they’re trying to compare them to larger deals. A big part of this is educating the market on a post-listing basis. You have to have the right people; you have to be telling the story properly. You’re not competing with larger companies for their investors, and you’re not competing with them for market share.

The truth of the matter is there’s better upside in the microcap world. If you buy a $5 stock that goes to $30, that’s a lot more compelling than a $500 stock going to $1,500. There’s a lot of upside there.

Emmis Acquisition Corp has been focused on ASEAN market companies targeting senior U.S. exchange listings, with a business combination target of Q4 2026. What does the opportunity look like in that corridor right now, and how does your time in Southeast Asia inform how you work with companies from that region?

Gregg Jaclin: Emmis has had an Asian focus, and as the market has changed and as NASDAQ has changed, we are still looking at and considering domestic companies as well. I’ve spent a lot of time over the last few years in Asia — specifically Singapore, Malaysia, Indonesia, and Vietnam. I think there’s just a lot of opportunity over there.

The Singapore exchange is very hard for companies to list on locally. A lot of the other exchanges in the region don’t have the liquidity you get here in the U.S. So you have a lot of strong companies over there that don’t necessarily need the capital as much as they want the opportunity to grow by accessing the liquidity of the U.S. market. Those companies are really prevalent in terms of wanting to come public here. If you look at last year, probably 75 to 80 percent of microcap deals were Asian companies getting done. This year, because of the new NASDAQ rules and the adjustment period, it’s been more focused on the domestic side.

And we can throw China in as a caveat, because U.S.-China relations right now create their own separate set of considerations. But I think you’ll still see quality companies coming out of Southeast Asia as the market settles here in the third and fourth quarter of 2026.

M&A deal volume has also rebounded in 2025 through 2026. How does that shift change the conversations you’re having with clients about whether to raise capital publicly versus pursue a sale?

Gregg Jaclin: Most of my companies, because they’re a little bit smaller, aren’t necessarily looking to sell or do an M&A deal yet — but they do want capital. But I’d rather a company go out and raise capital privately first — whether it’s through crowdfunding, a hedge fund, PE, whatever they can do — and then maybe two or three years from now we take them public.

It’s important to us that if there are other opportunities outside of being public, we help them pursue those. Especially with the change in rules, it’s becoming harder to go public anyway. My compensation is usually restricted stock that I have to hold for a while, so I don’t want the company to make the wrong decision to go public when it shouldn’t, and not survive it. Whether it’s an M&A deal, a private raise, crowdfunding, or going public, we look at whatever’s best for them.

If the company does a private raise now and two or three years from now comes back to us with a higher valuation, we can take them public from a much stronger position.

Capital markets advisory is a relationship business. How do you build and maintain the kinds of relationships that matter with exchanges, investment bankers, and institutional investors over a 30-year career?

Gregg Jaclin: I spend a lot of time on the phone. I spend a lot of time going to New York. I spend a lot of time in meetings and conferences. Over 30 years now. I’ve just built up a lot of relationships.

To me, relationships are the key to marketing, relationships are the key to sales — especially in the capital market space. I spend a lot of time talking to my contacts, whether they’re attorneys, bankers, deal people, auditors, every professional in the space. It’s the key to everything. It’s the key to finding me business, but it’s also the key to getting my job done, because I need to bring in the bankers. I need to have a good relationship with the exchanges. I need to help bring in the attorneys and the auditors and everyone else.

The relationship part of capital markets is, to me, the most important part. It’s really what has set my business apart from everybody else, because through ups and downs over the years, I’ve been able to maintain those relationships.

If you could change one thing about how the public markets treat small and microcap companies, what would it be?

Gregg Jaclin: I think the biggest thing for me is aftermarket support. When a lot of these banks in the microcap space get the deal done, they’re pretty much saying, “Hey, let me know when you’re ready to do your next financing.” When you work with a bigger — even a mid-cap — firm, they have non-deal roadshows, analyst coverage, research coverage. You don’t get that as much in the small-microcap space. The bankers generally don’t have it, or they’re just focused on raising capital.

If we can have banks and investors that would actually follow these companies, provide proper research, and treat them like real public companies — that’s the thing I would change most. Finding people who could actually provide that aftermarket support, finding bankers who were interested in doing that, as opposed to just thinking about how to get paid for the next capital raise.

You work with founders at some of the highest-stakes moments in their company’s lives. How do you manage the emotional dimension of that advisory relationship when someone’s life’s work is on the line?

Gregg Jaclin: Here’s what I’ll relate it to: when I was a young attorney, I did a lot of real estate closings. Every closing for me was just another closing — the paralegal handled most of the work and I showed up for the closing. But for them, buying a new house, spending $200,000 or $500,000 or a million dollars, it was a life-changing event. This is similar to that. To me, it might just be another deal, but for the founders this is extremely important. Whether they raise this money or not might be the survival of their company and their employees. It might determine whether they can grow into something much bigger.

For me, it’s very important, but for the client — a lot of whom I become really attached to, a lot of whom I genuinely like and choose to work with — I feel a real responsibility to get them there. I know they’re at a stage of their business where they either need the money to get ramped up or need it to go to the next level. There are employees relying on it, people relying on it.

It hasn’t been easy, honestly, over the last year or so when I’ve seen deals not get approved as NASDAQ and NYSE have changed their rules — especially when these companies have been relying on something for 12 or 18 months. We try and figure something else out. Maybe they’re working on an IPO and we shift them toward a SPAC merger; maybe they’re working on a SPAC merger and we do a NASDAQ merger or a direct listing. We try and find another way, but at the end of the day, we have to figure out how to get them public and get them the capital.

You’ve said responsiveness is a core professional value — never letting an email sit more than 12 hours. In a world of information overload, why does that discipline matter and how do you actually maintain it?

Gregg Jaclin: I maintain it because I’m a bit obsessive about it. I see an email, I see a WhatsApp, and I have to respond. I’m actually much better than I used to be — it used to be that I had to respond immediately. Now I’ve learned that if something comes in at 11 o’clock at night and it’s not urgent, it can wait till the morning.

But I think it’s important to respond to people. I know how frustrated I get when I email somebody and I don’t hear back. I don’t even know if they got the email. Especially in situations where there’s an ongoing relationship — and I’m not talking about a cold call — even if it’s just a response of “Hey, I got it, I’m reviewing it,” at least they know what’s happening.

Almost everybody looks at their email, text, and WhatsApp every day. There’s no reason you can’t send a quick note saying “got it, will review” so that they know you’re alive. Most of the time I try and respond with a real response, but if nothing else, I let them know that I’ve seen it and give them my expected timeline to get back to them properly. It’s important to me because I want people to do the same thing to me. And if they don’t want to work with me anymore — just say so. Don’t make me follow up 27 times. A “no” is easier for both of us than silence.

What does success look like for you at the end of an engagement — not in terms of the transaction closing, but in terms of what you’ve actually done for a client?

Gregg Jaclin: Obviously I make money when the deal closes, and the better the company does — both from a capital markets standpoint and in the growth of their business — the better I do, because I get stock that usually appreciates over time. But I feel great for the company when I know I’ve helped them build something.

You look at a company like Neuraxis — with the capital they received and where they’re going right now, I really feel like they’re going to have a product that’s going to help people. Just the idea that some of these companies would not have gotten the capital they needed to really grow, to survive, to get to where they are now — you look back sometimes on companies I don’t even work with anymore after they’ve gone public, and think: look at what these guys have built. They had a chance they wouldn’t have had otherwise. It’s very satisfying. It makes up for a lot of the frustrations we all feel during the day.

Thirty-plus years in, what still genuinely excites you about this work? And what’s a problem in capital markets that you think the industry still hasn’t solved well?

Gregg Jaclin: On the unsolved side — with everything going on with NASDAQ and NYSE, it’s just figuring out what the rules are. Over the last couple of years, there’s been a moving goalpost in terms of the listing requirements, and it’s very, very difficult for small companies to figure out how to raise capital and get their deals done. The exchanges would have been well-served to figure out consistent guidelines sooner. The SEC is involved in creating those rules. But once the market knows exactly what the rules are, it will adjust and we’ll work from there. Right now there’s still a slowdown — a lot of companies are in holding patterns with NASDAQ and NYSE. I think we’re starting to see them figure it out, and from a macro sense, the changes they’re making are really good. I just think the execution of the transition could have been better.

As for what still excites me — it’s just helping these companies get there. Working with companies that really can’t raise capital any other way than through the public markets. They come to me and say, what’s the plan? And I help them build one. Seeing them succeed at it is exciting. And I’m starting to see better companies — companies that don’t necessarily need the capital just to start their business, but need it to grow and do acquisitions. Seeing them get to that point is extremely satisfying.

Gregg Jaclin’s core message is deceptively simple: going public isn’t a destination, it’s a transition. The companies that thrive after a listing are the ones that understood — before they rang the bell — that the demands on their management team were about to double. The ones that struggled often treated the IPO as the culmination of something rather than the beginning.

After more than three decades helping companies navigate that transition, Jaclin remains clear-eyed about both the opportunity and the dysfunction in the microcap markets. The rules are tightening, the bar is higher, and the road to a NASDAQ listing is longer than it’s ever been. But for companies that are truly ready — with strong fundamentals, a credible growth plan, and management willing to learn what it means to be a public company — he still sees the public markets as one of the most powerful tools for building something that lasts.

Photo by Adam Śmigielski on Unsplash