U.S. Listings For German Scale-ups | Part 2

In Part 2, we turn to the middle ground: listing on the Frankfurt Stock Exchange while still accessing U.S. investors through an "ADR" (American Depositary Receipt) program. This approach lets you stay European in your legal identity, avoid the full U.S. issuer compliance burden, and still put your shares in the hands of American investors – if there's demand for them. After that, we'll look at how 25 German-rooted start-ups actually structured their companies, which stock markets they chose, and what lessons their experiences hold for founders planning their own path to the public markets.

Before we dive into this discussion, we do want to mention that a German listing is not a strict requirement for a current or subsequent ADR program. Instead, through a so-called 'Level III' ADR program (more on that in a moment), a German scale-up can use an ADR program to raise money on a U.S. stock market without a concurrent German listing and without a directly listing its ordinary shares on the U.S. stock exchange. This is in fact what BioNTech SE did. We will come back to their example later in this Guide.

However, for now, let's dive back in.

Different Corporate Structures For U.S. Market Access (Continued)

3. German Listing With U.S. Market Access: The Middle Way

The Frankfurt Stock Exchange (Börse Frankfurt) is the world's third oldest and twelfth largest by market capitalization. It offers the Main Market (Regulated Market) and Scale segment for growth-stage SMEs. This approach might seem like the best of both worlds, listing on the German stock market – while still providing U.S. investors access to your shares.

How ADR Programs Work:

ADRs offer a middle path where you keep your German or European legal structure but create U.S.-tradeable securities. A U.S. depositary bank holds your underlying German or European shares in custody and issues American Depositary Receipts against them, each representing a set ratio of underlying shares – say, one ADR per ordinary share, or per a fraction or multiple of one – which are chosen so the ADRs trade in the price range U.S. investors are used to seeing (in contrast, U.S. issuers that are planning to IPO may effect a stock split pre-IPO to ensure their shares trade in accessible price ranges for U.S. investors, which the ADR approach manages through the exchange ratio). The relationship between the company, the depositary, and ADR holders is set out in a deposit agreement, and the depositary itself registers the ADRs with the SEC on Form F-6, a comparatively simple filing that is separate from any registration of the underlying shares.

There is an important distinction between "sponsored" and "unsponsored" ADR programs, as well as between different levels of ADR programs (discussed in more detail below):

• In a "sponsored" program, the company enters into the deposit agreement directly with a single depositary bank and has a say in the program's structure, including whether and when to move up through the ADR levels described below.
• "Unsponsored" ADRs, by contrast, are set up unilaterally by a depositary bank without the company's direct involvement – and more than one bank can even run competing unsponsored programs for the same company at the same time. Unsponsored ADRs only trade at Level I on the OTC market and can't be upgraded to Level II or III, so a company that wants a serious, exchange-listed U.S. investor base should insist on, or proactively establish, a sponsored program.

Different Levels of ADR Programs:

ADR programs come in three varieties, called Level I, Level II and Level III ADRs:

• Level I ADRs allow a company's shares to trade over the counter (OTC) rather than on a major U.S. stock exchange. OTC trading happens directly between broker-dealers instead of through exchanges like Nasdaq or the NYSE. Level I is the lightest-touch option: the company doesn't need to register the underlying shares under the Exchange Act or file periodic reports with the SEC at all – as a Foreign Private Issuer, it typically relies on the exemption in SEC Rule 12g3-2(b), which simply requires publishing the disclosure documents already required in its home market, in English, on a publicly accessible website. That makes Level I fast and inexpensive to set up, often in a matter of weeks. The trade-off is liquidity and visibility: because Level I ADRs aren't exchange-listed, they generally aren't eligible for inclusion in major U.S. indices or many institutional mandates – the same index-inclusion barrier we discussed in Part 1 – so trading volumes and institutional interest tend to stay modest.
• Level II ADRs allow a company to list on Nasdaq or the NYSE without raising new capital. This is a good option for companies that are already publicly listed in their home market and want to expand trading access to U.S. investors without going through a full U.S. underwritten offering. Because the ADRs will trade on a national exchange, the company must register the underlying shares under Section 12(b) of the U.S. Exchange Act, and then file the same ongoing reports as any other FPI – an annual report on Form 20-F and current reports on Form 6-K for semi-annual reporting and material developments – rather than the lighter 12g3-2(b) route available at Level I. Exchange listing brings real benefits (visibility, potential index eligibility, tighter bid-ask spreads), but it also means committing to the SEC reporting and corporate governance obligations we described in Part 1 (subject to the exemptions available to FPIs generally), plus the depositary's ongoing administration and fees.
• Level III ADRs also allow a company to list on Nasdaq or the NYSE, but unlike Level II, they can be used to raise new capital from U.S. investors through a public offering. Setting one up looks a lot like a traditional IPO from the U.S. side: the company files a registration statement on Form F-1 (or, after it becomes initially listed and eligible to do so, the shorter Form F-3) covering the offer and sale of new ADRs, works with U.S. underwriters, and then continues Form 20-F and Form 6-K reporting afterward. This makes Level III the closest equivalent to a traditional U.S. public offering, while the underlying shares themselves remain German or European securities.

The Depositary Bank's Role and Costs:

Beyond issuing and cancelling ADRs as shares move in and out of the program, the depositary bank collects dividends, converts them from euros into U.S. dollars, and passes them through to ADR holders net of German withholding tax (more on that below); processes stock splits, rights offerings, and other corporate actions; and forwards voting materials so ADR holders can instruct the depositary how to vote the underlying shares – though pass-through voting typically comes with earlier deadlines and less certainty that instructions arrive in time to count, compared to voting the underlying shares directly.

Let us digress for a moment.

Didn't we say you can list your SE as an FPI directly on a U.S. exchange without ADR programs in the first part of this Snapshot? Yes, we did and yes, you can. But it depends on the seat of your SE. That's why German SEs require the ADR wrapper for U.S. listings. Dutch, Irish, and Luxembourg corporate law allows SEs domiciled in those countries to trade directly on Nasdaq or the NYSE. And these regional variations are a common criticism of the SE framework. Although the SE provides an EU-wide legal form, many important aspects remain governed by national law, leading to differences in how it operates across member states. In response to similar concerns, and with strong support from the European start-up community seeking a better framework for cross-border growth, the proposed EU Inc. aims to create a more harmonized corporate regime across the EU. However, differences are still likely to remain in areas such as taxation, labor law, and other elements of national regulation, meaning regional variations would not disappear entirely.

But let us get back to our discussion of ADRs. You might ask yourself:

Why would you do all this?

An ADR program allows a company to access U.S. investors while maintaining its German or European corporate identity and primary listing. Rather than replacing the home-market listing, it complements it, giving companies exposure to the world's largest capital market without a full U.S. IPO (while still allowing issuers to pursue an IPO-like offering through a Level III program). An ADR can also be a more measured approach to entering the U.S. market: instead of committing to a standalone U.S. listing from the outset, companies can test U.S. investor demand incrementally – starting at Level I and moving up to Level II or III only once that demand is proven – while limiting the execution risk and sunk cost of a traditional IPO that doesn't perform as hoped.

As we touched on above, companies that qualify as an FPI benefit from lighter SEC reporting across every ADR level – whether that's the Rule 12g3-2(b) route at Level I, or Form 20-F and Form 6-K reporting at Level II and III – all of which sits well below the compliance burden facing U.S. domestic issuers, as we covered in Part 1. Keep in mind, though, that FPI status isn't permanent: if U.S. residents come to hold more than 50% of your voting securities and you have other U.S. touch-points that cross any of the business connection tests, you could lose FPI status and face the fuller domestic-issuer compliance regime regardless of which ADR level you're on.

But of course, there are trade-offs.

None of this is free: depositary banks charge the company a set-up fee that scales with complexity (Level I programs are markedly cheaper and faster to establish than Level II or III programs) plus ongoing administration fees, and they charge ADR holders – usually through their brokers – a small per-share fee, often in the range of $0.01 to $0.05 per ADR, when ADRs are issued, cancelled, or converted. It's worth getting bank-specific quotes early, since the numbers vary by depositary, program size, and level.

Beyond these depositary fees and setup costs, ADRs add a layer of complexity that listing directly on a U.S. exchange does not: two separate securities – the ordinary share and the ADR – trading in two markets with the depositary sitting in between; dividends that pass through a currency conversion and a foreign withholding tax reclaim process instead of landing directly in a shareholder's bank account. Plus, voting rights that can only be exercised indirectly through instructions to the depositary, rather than directly by the shareholder.

For companies that already have, or are willing to build, a Dutch N.V. or Luxembourg SE structure, a direct FPI listing on Nasdaq or the NYSE, as described in Part 1, avoids that friction and is arguably the cleaner long-term structure once it's in place. The ADR route earns its keep when a company wants to maintain its German legal identity, its German primary listing, and simply wants to add U.S. investor access on top of that – without the cross-border reorganization a Dutch N.V. or Luxembourg SE would require.

And Where is the Market Heading?

We're seeing more European companies relying on unsponsored and Level I ADR programs as a low-cost, low-commitment way to build a U.S. shareholder base and brand presence before deciding whether a full exchange listing is worth pursuing. And as the EU pushes forward with reforms like the Listing Act package aimed at making European capital markets more attractive and less costly to access, it's worth watching whether that narrows the appeal of the U.S. detour for companies whose investor base is primarily European to begin with – reinforcing the point from Part 1 that the U.S. route only pays off when it matches your company's actual capital needs and investor base.

What German Start-ups Actually Did

Let's take a look at the way other successful German-rooted start-ups structured their companies to complete an IPO, the markets they aimed for, and the results they achieved. We chose ten German-rooted start-ups that initially went public on U.S. markets and 15 that initially went public on the Frankfurt Stock Exchange. While these examples are chosen for their prominence and/or corporate structures and are not meant to be representative of all start-ups that pursued an IPO, our research showed that German start-up IPOs on U.S. markets are rarer compared to such IPOs on the German markets.

U.S. Primary Listings

Company	Placement volume1	Valuation at IPO	Entity Form	Exchange
Demandware (2012)	$100 million	$450 million	Delaware C-Corp.	NYSE
Affimed (2014)	$56 million	$170 million	Dutch N.V.	Nasdaq
Trivago (2016)	$287 million	$2.6 billion	Dutch N.V.	Nasdaq (ADR)
Centogene (2019)	$56 million	$280 million	Dutch N.V.	Nasdaq
BioNTech (2019)	$150 million	$3.4 billion	German SE	Nasdaq (ADR)
Jumia Technologies (2019)	$196 million	$1.1 billion	German AG	NYSE (ADR
CureVac (2020)	$213 million	$2.8 billion	Dutch N.V.	Nasdaq
Sono Group (2021)	$156 million	$1 billion	Dutch N.V.	Nasdaq
Lilium (2021)	$584 million	$3.3 billion	Dutch N.V.	Nasdaq
MYT Netherlands Parent (2021)	$407 million	$2.2 billion	Dutch B.V.	NYSE (ADR)

As already mentioned, the Dutch N.V. structure has become the preferred vehicle for German start-ups seeking U.S. listings. Many German companies have taken this route, with mixed results.

The Dutch N.V. – Popular but Comes with Some Drawbacks

• Affimed, the biopharmaceutical company from Heidelberg, was an early adopter demonstrating the Dutch N.V. structure's viability for German biotech companies seeking U.S. capital by completing an IPO on the Nasdaq. However, its long-term market performance has been disappointing: after reaching a market capitalization of approximately $600–700 million at its peak in 2021, Affimed's valuation declined sharply as clinical setbacks, funding needs, and broader biotech market weakness weighed on the company. By 2025, the stock was delisted and Affimed filed for insolvency proceedings in Germany.
• CureVac, also a biotech company based in Tübingen, chose the same path – both in terms of entity structure and, ultimately, performance. The stock declined significantly following disappointing vaccine trial results. In December 2025, BioNTech closed an exchange offer to acquire CureVac, with the remaining shares subject to an acquisition and expected delisting in early 2026.
• Centogene, another biotech company, also adopted this path: the company was delisted from Nasdaq in 2024 after failing to comply with the exchange's minimum market value requirement of $15 million in publicly held shares.
• Lilium came to the Nasdaq during the SPAC boom of 2021 through a merger with Qell Acquisition Corp. Lilium, an electrical vertical take-off and landing aircraft company from Munich, also chose the N.V. structure but filed for insolvency proceedings in Germany in October 2024.
• Sono Group, the Munich-based electric vehicle company, likewise filed for insolvency proceedings in 2023. The company pivoted its business model to focus exclusively on B2B solar technology solutions, but was unable to secure sustainable financing for the new direction – Sono Motors GmbH ceased operations on July 31, 2026, and filed for insolvency for the second time.

ADR Programs: Direct Access Without Direct Listing

• Trivago, founded in 2005 in Düsseldorf, is a notable and interesting example. Despite their N.V. structure enabling them to list shares directly on the Nasdaq, Trivago chose to use an ADR program – a common practice even for N.V. entities, driven by governance and structural reasons such as multi-class share structures. Their stock has since traded well below its IPO price.
• We already mentioned BioNTech. With its registered seat in Mainz, the company was structured as a German SE and therefore required ADRs for its Nasdaq listing. BioNTech is a rather atypical example, as it completed its IPO by issuing only ADRs without a separate listing of its ordinary shares on the German stock market. To this day, you can only buy BioNTech ADRs, whether through the Nasdaq or through German trading venues like Xetra. Regardless, BioNTech became one of the most successful German IPOs in history when its market capitalization soared to over $100 billion during the COVID-19 pandemic.
• Jumia Technologies, a leading e-commerce platform operating across Africa, chose a similar path: structured as a German AG with its registered seat in Berlin – though operationally headquartered in Lagos, Nigeria – the company completed its IPO on the NYSE using an ADR program, without directly listing its shares in any other market.
• MYT Netherlands Parent, better known as Mytheresa, an e-commerce company in the luxury fashion sector from Munich, chose a Dutch B.V. structure. While the N.V. structure is similar to the German AG, the B.V. structure is comparable to a GmbH. Therefore, Mytheresa could not list its ordinary shares directly on the NYSE and also required an ADR program.

As all of these companies raised capital by issuing new shares, they required a Level III ADR program – which, unlike Level I or Level II programs, requires full SEC registration on Form F-1 and subjects the issuer to ongoing SEC reporting obligations applicable to FPIs.

The Delaware C-Corporation – A Rare Choice

The low presence of Delaware C-Corporations with German roots might surprise you, especially considering the favoritism of such structures by prominent VC funds. One successful example is Demandware. Founded in 2004 by Stephan Schambach, the company adopted a Delaware C-Corporation structure, scaled its e-commerce software business globally, and eventually went public on the NYSE in 2012. Just four years later in 2016, it was acquired by Salesforce.

Such low presence likely relates to the above-mentioned downsides of this structure, especially for those start-ups that have not flipped in the early stages. A Delaware flip from a German entity becomes increasingly complex as the company grows – the tax friction, cross-border merger requirements, and need to convert employee equity plans all make a later-stage conversion significantly more burdensome. Among those "early flippers", a reason why many have not filed for an IPO yet might be a general trend we have seen in the last few years, of start-ups staying private longer.

German Primary Listings

Company	Placement volume2	Valuation at IPO	Entity Form	Exchange
EVOTEC BioSystems (1999)	€64 million	€155 million	German AG	Neuer Markt (+ ADRs)
Zalando (2014)	€605 million	€5.3 billion	German SE	Prime Standard
Rocket Internet (2014)	€1.6 billion	€6.7 billion	German AG	Prime Standard
Windeln.de (2015)	€210 million	€425 million	German AG	Prime Standard
Scout24 (2015)	€1.16 billion	€3.2 billion	German AG	Prime Standard
Apotheke Europe (2016)	€115 million	€255 million	Dutch N.V.	Prime Standard
Mynaric (2017)	€27 million	€145 million	German AG	Scale (+ADRs)
HelloFresh (2017)	€318 million	€1.7 billion	German SE	Prime Standard
Delivery Hero (2017)	€1 billion	€4.4 billion	German AG	Prime Standard
TeamViewer (2019)	€2.2 billion	€5.25 billion	German AG	Prime Standard
Fashionette (2020)	€112 million	€190 million	German AG	Scale
Mister Spex (2021)	€375 million	€850 million	German SE	Prime Standard
Tonies (2021)	€400 million	€990 million	Luxembourg SE	Prime Standard
AUTO1 Group (2021)	€1.8 billion	€7.9 billion	German SE	Prime Standard

Looking at the start-ups that completed their IPO on the Frankfurt Stock Exchange, several patterns emerge. While the German AG is a viable option for IPOs in Germany, the SE has become the preferred structure – either as the vehicle at the time of the IPO or as a post-IPO conversion target.

Companies That IPO'd as SEs

Among the start-ups that went public on the Frankfurt Stock Exchange as an SE from the outset, three prominent examples illustrate how the structure has been deployed – and what market conditions can do to even well-positioned companies:

• Zalando, Europe's leading online fashion platform, converted from an AG into an SE in May 2014, ahead of its October 2014 IPO on the Frankfurt Stock Exchange. Zalando's market capitalization reached over €20 billion at its February 2021 peak – proving that European consumer tech companies can achieve substantial scale with a German listing – though it has since fallen back significantly to around €7 billion as the post-pandemic e-commerce correction took hold.
• HelloFresh, the meal-kit delivery company founded in Berlin, completed its IPO as an SE in November 2017. The stock price rose nearly tenfold during the COVID-19 pandemic as homebound consumers drove record demand for meal kits, though it has since given back most of those gains as the post-pandemic normalization hit subscription-based food delivery businesses particularly hard.
• Home24, an e-commerce platform specializing in online furniture retail, also went public as an SE. Following its IPO, Home24 experienced severe stock market volatility – briefly surging during the pandemic-driven e-commerce boom before ultimately being acquired and delisted by the Austrian furniture group XXXLutz in September 2023 at a fraction of its IPO valuation.
• AUTO1, Europe's largest digital platform for buying and selling used cars, completed its IPO as an SE in February 2021 in what was Germany's first IPO of that year and one of the largest German offerings of the past two decades. The stock surged 49% on its first day of trading, reaching a market capitalization of approximately €12 billion. It has since declined significantly from its IPO price, though it entered the MDAX in late 2024 as the business continued to scale.
• Mister Spex, the Berlin-based online optical retailer, converted from a GmbH to an AG and then, within a year just before its IPO, to an SE. The company's initial valuation of approximately €850 million collapsed by over 95% as the post-pandemic e-commerce slowdown hit the sector hard, forcing it into a heavy restructuring program called "SpexFocus" to pivot toward brick-and-mortar retail profitability.

Companies That IPO'd as AGs and Later Converted to SEs

Several major German tech companies completed their IPOs as AGs before later converting to an SE, demonstrating the AG's viability as an IPO vehicle even when companies eventually prefer the SE for governance flexibility (and in some cases to address concerns about the applicability of co-determination rules).

• Rocket Internet, the Berlin-based start-up incubator and investor behind companies like Zalando, HelloFresh, and Delivery Hero, went public as an AG in October 2014 in what was then the largest German tech IPO in 14 years. Just six months after the IPO, it converted to an SE. Its share price declined steadily from the IPO valuation of approximately €6.7 billion as investors struggled to understand the holding company's strategy, and Rocket Internet ultimately delisted from the Frankfurt Stock Exchange in 2020.
• Windeln.de, an online retailer for baby and children's products that had pivoted heavily toward Chinese cross-border e-commerce, went public as an AG in 2015 before converting to an SE approximately one year after its IPO. Its stock declined by roughly 90% from its IPO price as the China-focused business model failed to achieve profitability, and the company filed for insolvency in 2022.
• Scout24, the operator of ImmoScout24 – Germany's leading online marketplace for residential and commercial real estate – completed its IPO as an AG in 2015 and converted to an SE in 2021. Scout24 has been one of the most consistent performers in this group, with its market capitalization growing by over 55% from approximately €3.2 billion at IPO to around €5.1 billion, reflecting the resilience of its dominant marketplace position.
• Delivery Hero, the Berlin-based global online food ordering and delivery marketplace operating across more than 70 countries, completed its IPO as an AG in June 2017 and converted to an SE one year later in July 2018. Its market capitalization peaked at approximately €29 billion in early 2021 before falling sharply – at one point dropping below €5 billion – as the pandemic-era food delivery boom unwound and profitability concerns mounted. It has since partially recovered.
• TeamViewer, the Göppingen-based provider of remote connectivity and workplace digitalization software, went public in September 2019 in the largest German tech IPO since the dot-com era. It is worth noting that this was a pure secondary sale – private equity firm Permira sold a 42% stake, while the company itself received no proceeds. The stock initially performed strongly, and TeamViewer was admitted to the MDAX and TecDAX indices within three months. However, the stock subsequently lost significant value as growth expectations were revised downward. TeamViewer later converted to an SE in 2023.
• Fashionette, a Düsseldorf-based online retailer for premium fashion accessories, was one of two of our examples that listed in the Scale segment. Its stock suffered a massive downturn as its initial market valuation collapsed by over 90% due to post-pandemic e-commerce struggles, before the company was restructured, integrated, and effectively taken over via a reverse merger by The Platform Group. Perhaps notably, Fashionette was also the only company in our sample that never converted to an SE.

Uncommon Structures

Finally, a few more uncommon examples are worth highlighting.

• Tonies (originally Boxine GmbH), a Düsseldorf-based smart-toy start-up, went public through a SPAC merger in November 2021, with the combined entity operating as tonies SE with its registered seat in Luxembourg. In a somewhat unusual move, the company chose a Luxembourg SE entity structure – which would have enabled a direct Nasdaq listing – but listed on the Frankfurt Stock Exchange instead.
• Shop Apotheke Europe also chose the Frankfurt Stock Exchange despite being structured as a Dutch N.V. The company was originally founded in 2001 as an e-commerce platform in Cologne by a local pharmacist. However, to bypass strict German restrictions on the mail-order sale of prescription medications, the company strategically relocated its operations and headquarters to Venlo, Netherlands, and adopted the Dutch N.V. corporate structure for its October 2016 IPO.

Bridging to U.S. Markets

EVOTEC and Mynaric represent two examples of German technology companies that initially accessed the Frankfurt Stock Exchange before later pursuing access to U.S. investors through Level III ADR offerings. Evotec was founded in 1993 in Hamburg and conducted its initial public offering on the Frankfurt Stock Exchange in 1999 on the now-defunct Neuer Markt. In 2021, the biotechnology company expanded its capital market presence by launching a Level III ADR program and listing on the Nasdaq, enabling direct access to U.S. investors while maintaining its primary listing in Germany. Mynaric was founded in 2009 by former researchers from the German Aerospace Center (DLR) and is headquartered in Gilching near Munich. The company, which develops optical communication systems for aerospace and satellite applications, completed its IPO on the Frankfurt Stock Exchange in 2017 before pursuing a U.S. listing in 2021 through a Nasdaq offering of Level III ADRs. Both cases illustrate how German growth companies have sought to overcome limitations of domestic capital markets by establishing a presence in the deeper U.S. equity market.

Aside from Evotec and Mynaric, none of the other Frankfurt-listed examples we included actually have sponsored ADR programs. Their shares may still be available to U.S. investors, but only through unsponsored ADR programs established by banks without the company's direct involvement.

What We've Learned

So what does all of this tell us? After walking through the strategic rationale, the corporate structures, and the real-world track record of 25 German-rooted start-ups that went public, a few conclusions stand out.

There is No Default Answer: The choice between a U.S. and a German listing is not a binary one, and it's certainly not as simple as "bigger market, better outcome." The data shows that a U.S. listing can unlock transformative capital… but so can a German listing – BioNTech's market capitalization exceeded $100 billion through a Nasdaq-based ADR program, while companies like AUTO1 and Delivery Hero raised billions on Frankfurt – but it can also lead to value destruction when the underlying business doesn't sustain the narrative that justified the premium. Of the ten German-rooted start-ups we examined that listed in the U.S., a majority have either been delisted, acquired, or entered insolvency.

The Corporate Structure Is More of a Strategic Decision than a Legal Formality: Whether you choose a Dutch N.V., a Luxembourg SE, a German SE with ADRs, or a Delaware C-Corporation has cascading consequences for your tax position, your compliance burden, your governance flexibility, and your ability to pivot later. The Dutch N.V. has emerged as the most popular vehicle for German start-ups seeking a direct U.S. listing – but popularity hasn't translated into performance. The SE, whether domiciled in Germany, Luxembourg, or elsewhere, has become the dominant structure for Frankfurt-listed tech companies, with nearly every AG in our sample eventually converting to an SE.

A German listing is not a Consolation Prize: Our Frankfurt examples include companies that raised well over a billion euros (Rocket Internet, AUTO1, TeamViewer, Scout24) and achieved market capitalizations rivaling those of their U.S.-listed peers. The compliance savings are real, the investor base is increasingly sophisticated, and the operational convenience of listing in your home market should not be underestimated – particularly for management teams already stretched thin by the demands of scaling a business.

For companies that want to maintain their German identity and primary listing while still accessing U.S. capital, ADR programs offer a graduated path – from a low-cost Level I program to test demand, all the way up to a Level III offering that functions like a full U.S. IPO. This approach lets you keep your options open rather than committing irrevocably to one market.

And Most Importantly…: The goal is building a great company that creates value for customers, employees, and shareholders. The listing venue and corporate structure are tools to support that goal – choose the ones that fit your specific situation rather than defaulting to conventional wisdom that may not apply to you. As companies like Trivago, BioNTech, and Tonies demonstrate, the standard approaches we've outlined here are exactly that – starting points, not blueprints. Each company is individual, and the right path to the public markets will be, too.

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For the latest trends in U.S. exchange regulations and contemplated reform projects see our U.S. capital market team’s publications:

• Proposed Filer Status Reforms: Impact on Executive Compensation Disclosure
• Enhancing the Public Company Reporting Framework: New SEC Proposals on Filer Status and Disclosure Requirements
• Registered Offering Reform
• Making IPOs Great Again: SEC Initiatives to Improve Small Business Capital Formation
• SEC Proposes Amendments to Permit Semiannual Reporting by Reporting Companies**
• SEC Issues Interpretive Guidance on Crypto Asset Classification
• SEC Provides Relief for Section 16(a) Reporting Deadlines Due to EDGAR Access Delays and Middle East Conflict
• SEC Adopts Final Rules Implementing the Holding Foreign Insiders Accountable Act
• SEC Considers Revising Foreign Private Issuer Definition

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