Tadawul or Nomu? A Board-Level Framework

Tadawul or Nomu? How Boards Choose the Right Listing Venue
Two thresholds do most of the work in this decision.
The Main Market is available to you if your company has three years of operating history, can float 30% of its shares to at least 200 public shareholders, and can close its books quarterly on a 30-day cycle.
Nomu is available to you if you have one year of audited operating history, can float 20% of issued shares — or SAR 50 million of shares with at least 10% in public hands — to at least 50 qualified investors, and can report semi-annually.
Note the word available. Eligibility tells a board where it may list. It does not tell the board where it should. A company that clears every Main Market test may still choose Nomu deliberately, and the reverse decision — reaching for the Main Market because you qualify — is the more common and more expensive mistake. Work the eligibility test first, then work the strategy question. This article does both, in that order.
The thresholds
- Minimum market capitalisation: The Main Market requires a minimum market capitalization of SAR 300 million, whereas for Nomu, it depends on specific conditions (as indicated by the "See note below" reference in your data).
- Minimum offered to the public: In the Main Market, 30% of shares must be offered to the public. For Nomu, the requirement is 20% of issued shares, or SAR 50 million worth of shares (provided at least 10% is allocated to the public).
- Public shareholders at listing: The Main Market requires 200 or more public shareholders, while Nomu requires only 50 or more.
- Operating and financial history: A 3 year operating and financial history is required for the Main Market, compared to just 1 year for Nomu.
- Profitability track record: A profitability track record is expected for the Main Market, but it is not required for Nomu.
- Periodic reporting: The Main Market requires quarterly reporting within 30 days. Nomu requires semi annual reporting within 45 days.
- Annual financial statements: The requirement is identical for both markets; annual financial statements must be submitted within 3 months.
- Investor base: The Main Market is open to retail, institutional, and international investors. Nomu's investor base is restricted to qualified investors only.
- Financial advisor: Appointing a financial advisor is a strict requirement for both markets.
- Legal advisor: A legal advisor is required for the Main Market but is optional for Nomu.
- Lock-up: For the Main Market, the lock-up period is determined by applicable Capital Market Authority (CMA) rules and offering terms (you must confirm the founder lock-up period that applies to your specific structure). In Nomu, 100% of pre-offering shares are locked up for one year.
- Daily price limits: In the Main Market, price limits are set at ±30% for the first 3 days of listing, and then stabilize at ±10%. In Nomu, the limits are ±30% daily, alongside a ±10% static limit.
A note on Nomu's minimum market capitalisation. Published guidance conflicts on this figure. Long standing sources cite SAR 10 million; more recent commentary reports a floor of SAR 50 million following rule updates. Complicating matters, SAR 50 million also appears in the float test as a share value alternative, and the two are easily conflated.
We are not going to print a number we cannot source to the Listing Rules. Confirm the current market-capitalisation floor directly with the CMA or the Saudi Exchange before it enters a board paper. In practice this rarely decides the venue on its own — the float test, the shareholder count and the reporting cycle bind earlier for most issuers — but it is exactly the kind of figure that gets copied out of an advisory article and into a resolution.
Five questions your board must answer first
1. What is the capital actually for?
Funding a SAR 800 million expansion through a venue whose average 2025 raise sat near SAR 55 million does not work. Note that the median is almost certainly lower than the average, since a handful of larger deals pull the mean up so the realistic ceiling for a Nomu raise is tighter than the average implies. Size the use of proceeds first, then let it select the venue.
2. Who do you want on the register?
Nomu is restricted to qualified investors: capital market institutions, funds, government entities, GCC-domiciled companies, and individuals meeting defined tests cumulative market transactions, net asset, professional experience and qualification criteria set by the CMA. Confirm the current tests before assuming a target investor qualifies; they are amended periodically.
The Main Market carries no such gate, and since the Qualified Foreign Investor framework was abolished with effect from February 2026, it is open to international investors directly. That reform widened the gap between the two venues more than any rule change in the past five years and it widened it specifically on the dimension of register depth, which is what drives aftermarket liquidity.
3. Can your finance function close in 30 days, four times a year?
Quarterly reporting within 30 calendar days is a systems and staffing question, not an accounting one. Nomu's semi-annual regime buys real breathing room, and many companies use it to build the capability before stepping up. This is the requirement that most often turns out to be the binding constraint, and it is the one boards most often assume away.
4. Are you prepared for a full 12-month lock-up?
On Nomu, 100% of pre-offering shares are locked for one year a hard rule, not a negotiated term. Selling shareholders looking for near-term liquidity should model that before the vote, not after.
Establish the equivalent Main Market position for your specific structure before you compare. The asymmetry is real and it runs against Nomu, which is counterintuitive for a venue marketed as the lighter-touch option.
5. Is Nomu a destination or a staging post?
Answer this explicitly. It changes your governance build, your IR budget and your shareholder communications from day one and, as the next section shows, it changes what you need to be tracking from the IPO onward rather than from year two.
The migration path: Nomu to Main Market
Nomu was designed as a route, not a ceiling. To transfer, an issuer must:
- Complete two calendar years since listing on Nomu.
- Meet Main Market listing requirements, except that the market-capitalisation test becomes a SAR 200 million average over the trailing twelve months. (Older guidance cites a six-month averaging period; twelve months is the current position.)
- Satisfy tiered liquidity criteria. At 200 public shareholders, the top 25 public holders must not hold 50% or more of public shares; the concentration test loosens as the shareholder count rises through 300, 400 and 600.
- Show at least one million public shares and 30% of the relevant class in public hands.
Trading is suspended for up to five sessions while the transfer completes.
The operative point: the concentration test is a shareholder-register design problem, and registers are built at IPO. A Nomu offering placed with a small number of large qualified investors can satisfy every listing rule and still fail the migration concentration test two years later. Companies that plan for these criteria at IPO migrate on schedule. Companies that discover them in year three do a secondary placement they did not budget for.
Two routes boards often miss
Direct listing on Nomu
Nomu permits listing without an accompanying offering. For a company that needs a public currency and a valuation reference rather than cash, this is an underused option with the caveat from the dispersion data above: a listing without an offering produces a valuation reference only to the extent that trading is genuine.
SPACs on Nomu
The CMA approved the SPAC framework on 2 April 2026. The headline mechanics: a SPAC has 24 months from listing to complete an acquisition or merger, extendable once by up to 12 months with Extraordinary General Assembly approval, with the sponsor and its affiliates barred from voting on the extension.
The gating conditions matter more than the timeline, and they are frequently left out:
- Minimum capital of SAR 100 million twice the level usually cited as the Nomu floor. This is not a lower-threshold route.
- The sponsor must be a CMA-licensed capital market institution authorised for investment management. A board cannot sponsor its own SPAC.
- The sponsor must hold between 5% and 20% of share capital, with disposal restrictions.
- 90% of capital raised goes into escrow, with investor redemption rights.
- The target must be an unlisted Saudi company worth at least 80% of escrowed funds, with at least 30% of its share capital acquired.
- Critically: the target must independently satisfy the conditions for listing on Nomu under the Listing Rules.
That last condition is the one to take to the board. A SPAC merger is not a way around the thresholds in this article. The target still has to clear them. What a SPAC changes is the route and the timing of a listing, not the eligibility bar which makes it a sequencing and certainty tool for companies that already qualify, not a workaround for companies that do not.
The decision
Choose the Main Market when you need scale capital, a broad register including direct international participation, and index visibility and when your reporting infrastructure can genuinely carry a 30-day quarterly cycle.
Choose Nomu when you need a public valuation, disciplined governance and a two year runway to the main board and when your shareholders can live with a full 12 month lock up and the liquidity conditions that come with a qualified-investor-only register.
If the answer still isn't obvious, the gap is usually diagnostic rather than strategic: the board does not yet know which tests it would fail. Our capital markets advisory team runs venue selection alongside a full readiness review, including register design against the migration concentration criteria, so the choice is made against your actual numbers.


