Nasdaq's Swedish Markets

As of 1 June 2022, U.S. companies can conduct a primary listing on Nasdaq’s Swedish markets. U.S. companies conducting a primary listing abroad, and the foreign marketplace, need to adhere to Regulation S Category 3 of the US Securities Act, a safe harbor rule designed to limit stocks from floating back into the U.S. during the so-called Distribution Compliance Period, which in general lasts 12 months. This means a U.S. person is not allowed to buy the shares during this period. The market participants trading the market segment of U.S. shares ensure validation of the buyers prior to the order reaching the market, enabling only non-U.S. persons (and QIBs if the issuer so decides) to trade, allowing compliance with Regulation S Category 3.

A company that is already listed in the U.S. or that wants to take advantage of the capital markets in both the U.S. and Europe, can dual list on Nasdaq in the U.S. and in Sweden to increase their visibility and investor base. This alternative gives the advantage of removing the applicability of Regulation S Category 3 restrictions. A dual listing also provides a possibility for a fast-track listing in Sweden, if the company has been listed at a regulated market, such as Nasdaq's U.S. market, for more than 12 months and has been in compliance with applicable rules.