Prospects of Asian Companies in U.S. Listings in 2026

SPACs, De-SPACs and Traditional IPOs?

Nasdaq introduced a series of rule changes in 2025 to raise minimum requirements for public float and offering size for certain new listings. These changes have dampened the appetite of Asian companies seeking U.S. listings. In addition, companies that entered the IPO pipeline in December 2025 have experienced delays following Nasdaq’s expanded discretionary authority to deny listings where securities may be vulnerable to market manipulation, even if formal listing criteria have already been met.

Proposed rule changes affecting issuers based in China, Hong Kong and Macau the most include those proposed by Nasdaq in September 2025 where issuers based in China, Hong Kong and Macau are expected to raise a minimum of US$25 million in public offering proceeds to qualify for listing.

Against this evolving regulatory backdrop, 2026 is expected to see increased SPAC IPOs and de-SPAC activity from the Asia-Pacific region, fewer Nasdaq IPOs by China-based issuers, and the effective disappearance of micro-cap IPOs with offerings below US$15 million.

Advantages of Using British Virgin Islands (BVI) or Cayman Entities in SPAC Structures

More than 95% of SPACs listed on Nasdaq and the NYSE in 2024 and early 2025 were incorporated in either the Cayman Islands or the BVI. These jurisdictions continue to be favoured by non-U.S. sponsors due to tax neutrality, structural flexibility and regulatory efficiency – in particular with Cayman Islands entities increasingly preferred over BVI entities in recent years.

BVI and Cayman SPAC structures are particularly attractive to non-U.S. sponsors focusing on non-U.S. acquisitions, especially those who are aiming to avoid U.S. tax and governance restrictions, and issuers which qualify as Foreign Private Issuers as they are subject to less stringent governance requirements.

Key advantages in these two jurisdictions include:

• Legal and Governance Flexibility: adaptable legal frameworks that facilitate mergers and acquisitions, which is critical to the de-SPAC process. The continued application of the “business judgment rule” provides greater discretion to directors.
• Tax Neutrality: the absence of direct taxation at the entity level makes these jurisdictions attractive to international investors.
• Target Versatility: Offshore vehicles are well suited for SPACs pursuing non-U.S. target companies.

Efficient and Cost-Effective Statutory Merger Regimes for De-SPACs

The BVI and Cayman Islands offer efficient and cost-effective statutory merger regimes under their respective companies’ legislation. These frameworks support streamlined business combination transactions and can simplify post-acquisition structures by avoiding additional U.S. tax, legal or regulatory complexity.

In particular, the availability of “home country rules” governance practices for issuers classified as Foreign Private Issuers provides additional flexibility for non-U.S. businesses completing de-SPAC transactions.

How Appleby Can Assist

Appleby’s Hong Kong and Shanghai offices have advised on a range of complex, cross-border SPAC IPOs and de-SPAC transactions across the Asia-Pacific region. Recent mandates include United Acquisition Corp. I’s US$100 million SPAC IPO, Hotel101’s US$2.3 billion business combination with JVSPAC Acquisition Corp., and the business combination between Black Spade Acquisition II Co and The Generation Essentials Group. Clients continue to rely on Appleby’s integrated offshore equity capital markets and M&A expertise, as well as its practical, cross-jurisdictional insights, to navigate sophisticated SPAC and de-SPAC transactions.