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docs(otc): add size analysis -- skip large filers, target the ~93% microcaps

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SEC filer-category data (n=139 US-domestic OTC): ~93-95% are sub-$75M-float
Smaller Reporting / non-accelerated microcaps; only ~4-5% are accelerated/large
(those keep securities counsel on retainer -- not our lane). 91% actively filing.
Recommend filtering OUT Large accelerated/Accelerated + delinquent/dark -> ~700-850
active microcap prospects. Pitch framing: not 'replace your lawyer' but 'flat-fee
commoditized state filings so counsel only does what needs a lawyer'.
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justin 2026-06-09 06:49:16 -05:00
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docs/research-otc-markets-lead-source.md
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@ -69,6 +69,29 @@ Yes, early but real. EDGAR full-text search (`efts.sec.gov/LATEST/search-index`)
Drivers worth naming in copy (all public/verifiable): companies (Tesla, others) reincorporating out of Delaware after the 2024 Delaware Chancery rulings; the **Texas Business Court** (specialized business-dispute court, operational Sept 1, 2024); the **Texas Stock Exchange (TXSE)**, SEC-registered/announced 2024-2025; and Texas's no-corporate-income-tax positioning. The legal mechanic is a **conversion / domestication** under the **Texas Business Organizations Code (TBOC) Ch. 10, Subchapter C** (a foreign entity converts/domesticates to a Texas entity). That maps directly onto our existing corporate services.
## 4b. Should we bother with the LARGER companies? (No - skip them)
Your instinct is right: bigger issuers handle this with outside counsel and won't buy a flat-fee service. The data confirms it - and conveniently, almost none of the OTC list is "big" anyway.
**Size breakdown of US-domestic OTC issuers** (live sample, n=139, by SEC filer category = official public-float size class under Rule 12b-2):
| SEC filer category | meaning (public float) | share |
|---|---|---|
| **Non-accelerated / Smaller Reporting Company** (incl. emerging-growth) | **< $75M** | **~93%** |
| Accelerated filer | $75M - $700M | ~2% |
| Large accelerated filer | >= $700M | ~2% |
| Blank / not stated | (almost all micro) | (folded into SRC) |
So **~93-95% of the US-domestic OTC universe is sub-$75M-float "smaller reporting companies"** - microcaps. Only **~4-5% are accelerated/large** filers. And **91% are actively filing** (not dead shells); only ~9% look delinquent/dark. Entity type: 82% "operating", 18% "other".
**Why skip the large ones:**
- Large/accelerated filers ($75M+) **keep securities counsel on retainer** (Cooley, Wilson Sonsini, K&L Gates, etc.). A reincorporation/domestication for them is a board-and-counsel project, not a $599 flat-fee filing. We can't win on price or trust there, and they won't respond to cold outreach. There are only ~40-50 of them in the whole OTC list anyway - not worth a segment.
- The **~700-900 sub-$75M microcaps are the opposite**: thin-to-zero in-house legal, cost-sensitive, often using a part-time controller or a single outside attorney they'd love to take routine filings off the plate of. A flat-fee "we'll handle the TX conversion / registered agent / annual report / franchise tax" is exactly the friction-and-cost reducer they want. This is our lane.
**Practical filter for the lead pull:** drop `category` containing "Large accelerated" or "Accelerated" (keep Non-accelerated / Smaller reporting / Emerging growth / blank), and drop issuers with no filing in ~13 months (delinquent/dark). That yields a tight list of **~700-850 active US-domestic microcap issuers** - all of them genuine prospects.
**Counterpoint - don't they all use law firms?** Many *touch* a lawyer, but for microcaps that lawyer is usually a solo/small securities boutique billing hourly, and **routine state filings (RA, annual report, franchise tax, foreign qualification, even a straightforward TBOC Ch.10 conversion) are exactly the commoditized work microcaps want to NOT pay $400/hr for.** Our pitch isn't "replace your lawyer," it's "we do the filing legwork flat-fee so your counsel only does the parts that need a lawyer." That framing both respects the relationship and lowers their cost - and it's the same value prop that already works in our FCC/CMS verticals.
## 5. Which of OUR services fit this list
From `api/src/service-catalog.ts` (corporate vertical), these all fit OTC microcap issuers: