During the first four months of 2025, at least eight companies listed on the Singapore Exchange (SGX) announced potential delisting and at least 11 SGX-listed companies announced that they have received privatization offers from their major shareholders¹. With a total of 20 companies having completed delisting from SGX in 2024, there is no sign of slowdown in potential delistings at SGX. The primary reasons cited? Lack of liquidity, limited market visibility and undervaluation. 

The Hong Kong Stock Exchange (HKEX), on the other hand, noticed an uptick in trading volumes in recent months, believed to be primarily because of the renewed market interest in China opportunities. However, of the 71 newly listed companies on HKEX in 2024, 62 are from China, and they raised a total of HK$83.9 billion (approx. US$10.8 billion), representing more than 95% of the total IPO proceeds raised on HKEX that year². HKEX remains a China-centric exchange and a good testing ground for the Greater China companies with a China growth story that appeals to regional investors³.

Meanwhile, Nasdaq continued its listings leadership in the number of new listings, market capitalization and trading volume, and reported 45 operating company IPOs for just the first quarter of 2025⁴. During only the two weeks between April 22, 2025, and May 4, there were five operating company IPOs and 13 SPAC IPOs. Four of those five operating companies are from Asia—two from Singapore⁵ and two from China⁶. With the strong comeback of SPAC IPOs, we expect to see an increase in business combination transactions (also known as “de-SPACs”) over the next 12 to 18 months, and an intense competition for quality U.S. and foreign private companies as potential acquisition target companies. If your company has global reach or brand recognition, and aspires to build a global investor base, the U.S. capital markets are where you need to be, whether you elect to go public through traditional IPO or de-SPAC transaction. Foreign companies looking for better trading liquidity, enhanced visibility in the global market and higher market valuation often find a U.S. listing a necessary chapter in their growth trajectory. 

Since March this year, the U.S. SEC has allowed IPO issuers to confidentially submit their initial draft registration statements to the SEC for nonpublic review even before an underwriter is identified⁷. This was a welcome accommodation especially by Asian companies which often need time to identify qualified U.S. underwriters but are also eager to start the SEC review process. 

And notwithstanding the geopolitical headwinds, uncertainty around tariffs and the recent changes to listing rules that have made it more difficult for some Asian micro-cap companies to list in the U.S.⁸, there are also long-standing SEC and listing rules that make corporate governance and public companies’ reporting obligations less onerous for foreign issuers. For instance, if a company qualifies to be a “foreign private issuer”⁹ as defined under the Securities Exchange Act of 1934:

• It will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic listed companies;
• It will be exempt from certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act;
• Its officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act; and
• It will be entitled to follow home country practice (i.e., rules of the country where it was incorporated) in lieu of most of the corporate governance rules set forth by the U.S. stock exchanges, if certain conditions are met¹⁰. 

However, not all non-U.S. companies necessarily qualify to be a “foreign private issuer” under SEC rules and regulations. Start your conversation early with an experienced U.S. securities counsel to guide you through the U.S. listing process and help you weigh the pros and cons of going public through traditional IPO or de-SPAC transaction. 
 

¹_{“Delistings accelerate on SGX; CapitaLand Investment; iFast dive,” The Straits Times, May 5, 2025.}

²_{HKEX Annual-Market-Statistics/2024FY-Annual-Market-Stat.}

³_{It has been widely reported that some international luxury brand HKSE-listed companies are considering either privatization or dual listing with a foreign exchange. On October 16, 2024, L’Occitane International S.A. completed its voluntary delisting from HKEX, ending its 14-year listing history on HKEX, and the primary reason was reportedly also related to low valuation.} 

⁴_{Nasdaq Newsroom Monthly, April 2025 Edition, May 1, 2025.}

⁵_{Concorde International Group Ltd. (Nasdaq Capital Market: CIGL) and Smart Digital Group Ltd. (Nasdaq Capital Market: SDM).}

⁶_{Phoenix Asia Holdings Ltd. (Nasdaq Capital Market: PHOE) and Yuanbao Inc. (Nasdaq Global Market: YB).}

⁷_{“Enhanced Accommodations for Issuers Submitting Drafting Registration Statements,” March 3, 2025.} 

⁸_{“Potential Pitfalls for Foreign Micro-Cap Companies Seeking U.S. Listing” by Jane Tam, Esq. at Loeb & Loeb, January 14, 2025.}

⁹_{Exchange Act Rule 3b-4. Also see “Corporate Governance Exemptions Available to Japanese Companies Seeking to List on Nasdaq,” co-authored by Loeb & Loeb, August 2024.}

¹⁰_{NYSE Manual §§ 303A.00, 303A.11; Nasdaq Rules 5615(a)(3), 5605(c), 5605(f), 5606, 5625, 5640. See also Nasdaq IM-5615-3.}