Nasdaq’s Changing Listing Landscape: What Southeast Asian Growth Companies Should Know

For Southeast Asian companies considering a U.S. Listing, the Nasdaq landscape has become more demanding in several important areas. 

This does not mean that Nasdaq is becoming inaccessible to smaller or international growth companies. Nasdaq continues to attract significant new listings, with US$129.3 billion raised though new listings in the first half of 2026, its strongest first half on record. Seven of the ten largest U.S. IPOs during that period listed on Nasdaq. 

At the same time, changes to Nasdaq’s listing standards have placed greater emphasis on public float, liquidity, market integrity and the characteristics of individual issuers. For Southeast Asian companies considering a smaller U.S. listing, understanding these changes is increasingly important when deciding how, when and where to access the public markets. 

Nasdaq’s Listing Requirements Has Evolved 

One of the most notable changes took effect on January 17, 2026. 

Under the Net Income Standard for the Nasdaq Capital Market and Nasdaq Global Market, the minimum Market Value of Unrestricted Publicly Held Shares, or MVUPHS, was increased to US$15 million. Previously, the applicable thresholds were US$5 million for the Nasdaq Capital Market and US$8 million for the Nasdaq Global Market. 

For a company conducting an initial public offering, the US$15 million requirement must be satisfied from the offering proceeds. 

For smaller companies, this can have a practical impact on transaction planning. The question is no longer simply whether a company meets the relevant financial or operating criteria. The proposed offering also needs to generate sufficient unrestricted public shares and support an appropriate public-market structure. 

Nasdaq has also expanded its discretion in reviewing initial listings. Under Rule IM-5101-3, Nasdaq may deny an initial listing where it determines that a company’s securities may be particularly susceptible to manipulation or present risks to investors or the orderly functioning of the market, even where the company otherwise satisfies the stated quantitative and qualitative requirements. Nasdaq may consider factors including the company’s business profile, geographic nexus, ownership structure and relationships with professional advisers. 

For cross-border companies, this makes the overall listing profile particularly important. Meeting the numerical requirements is an important part of the process, but it is not necessarily the entire listing assessment. 

Additional Requirements or Companies Principally Operating om China

Nasdaq has also introduced heightened requirements for companies that are headquartered, incorporated or principally administered in China, Hong Kong or Macau. 

For an initial public offering, such a company must conduct a form commitment offering in the United States that results in at least US$25 million in gross proceeds to the company. For certain business combinations, the company must instead meet a US$25 million minimum MVUPHS following the transaction. 

These rules are specific to companies falling within Nasdaq’s definition of companies based in China, Hong Kong or Macau. They should therefore not be applied generally to Southeast Asian companies simply because they have Chinese shareholders, directors, customers or business relationships. 

For Southeast Asian issuers, the relevant question is the company’s actual corporate and operational profile and how Nasdaq determines the jurisdiction in which its business is principally administered. 

What Does This Mean for Southeast Asian IPOs?

It would be too simplistic to say that Nasdaq’s changes have directly caused a decline in Southeast Asian micro-IPOs. There is no basis for establishing that causal relationship from the available market data. 

What the data does show is that the Southeast Asian IPO market itself has been shifting toward larger transactions. 

According to Deloitte’s Southeast Asia Mid-Year IPO Snapshot 2026, the region recorded 47 IPOs in the first half of 2026, compared with 53 in the first half of 2025. However, total IPO proceeds increased from US$1.41 billion to more than US$3.07 billion, while the average IPO deal size increased from approximately  US$26 million to US$65 million. 

In other words, the regional market saw fewer IPOs but significantly larger transactions. 

This broader market development, together with Nasdaq’s higher public-float requirements and increased focus on listing quality, makes transaction structure increasingly relevant for companies considering an international listing. 

For a smaller  Southeast Asian growth company, the traditional micro-IPO model may still be possible depending on the company’s circumstances and applicable listing standard. But the company needs to assess its public float, capital-raising requirements, shareholder structure, governance, liquidity considerations and ability to operate as a public company from the outset. 

Does This Make SPACs More Relevant?

This is where SPACs and de-SPAC transactions enter the conversation. A SPAC, or Special Purpose Acquisition Company, is a publicly listed company formed specifically to raise capital and subsequently identify a private operating company for business combination. 

The process is different from a traditional IPO. 

In a conventional IPO, the opening company prepares for a public offering, works with its advisers and underwriters, offers securities to investors and becomes publicly listed. 

With a SPAC, the process begins with the SPAC itself. 

SPAC formation → SPAC IPO → Publicly listed SPAC → Target search → Business combination 

Once a suitable private company is identified and the transaction is completed, the private operating company becomes part of the publicly traded entity. This  transaction is commonly referred to as a de-SPAC. 

Put simple, the SPAC is the publicly listed acquisition vehicle, while the de-SPAC is the transaction through which a private operating company combines with that vehicle. 

How Does a De-SPAC Work?

A typical de-SPAC transaction involves several stages. 

First, a sponsor established the SPAC and raises capital through the SPAC’s IPO. The proceeds are generally placed into a trust account while the SPAC searches for a target. 

The SPAC then identifies a private operating company and negotiates the terms of a proposed business combination. 

Shareholders of the SPAC are generally given an opportunity to vote on the transaction and, subject to the applicable structure, redeem their shares. 

Shareholders of the SPAC are generally given an opportunity to vote on the transaction and, subject to the applicable structure, redeem their shares. 

If the transaction closes, the private operating company becomes part of the publicly traded entity and the combined company continues as a listed operating business. 

The resulting company must still satisfy applicable Nasdaq initial listing requirements. A de-SPAC therefore should not be viewed as a way to bypass exchange requirements. Nasdaq’s rules expressly provide that the combined company must meet the requirements for initial listing following the business combination. 

Why Might a Company Consider a De-SPAC?

A de-SAPC can provide a different route to the public markets and may be considered by companies that have a suitable growth profile, capital requirements and strategic fit with an available SPAC sponsor.

There can also be differences in how the transaction is structured, negotiated and financed compared with a traditional IPO. 

However, there are important considerations. These can include sponsor economics, dilution, transaction costs, shareholder redemptions, additional private financing and the suitability of the SPAC sponsor and target company for one another. 

A de-SPAC is therefore not simply a faster or easier IPO. It is a different transaction structure with its own requirements, risks and considerations.

IPO or De-SPAC: Which Route Fits?

For Founders, the more useful question is not whether an IPO or de-SPAC is universally better. 

It is whether the proposed route fits the company. 

A traditional IPO may suit a company seeking a conventional public offering and capital-raising process, with the transaction structured around the company’s own offering and investor demand. 

A de-SPAC may be considered where there is a suitable SPAC sponsor, an appropriate target-company profile and a transaction structure that aligns with the company’s capital and strategic objectives. 

The decision can involve several factors, including the company’s stage of development, growth trajectory, capital requirements, shareholder structure, governance readiness, investor profile, potential dilution, transaction costs and desired timetable. 

For Southeast Asian companies, cross-border readiness adds another layer. 

A company considering Nasdaq needs to understand not only the exchange’s management, operations, reporting framework and overall business profile will be viewed within a U.S. public-market environment. 

The Bigger Picture 

The evolution of Nasdaq’s listing framework comes at a tim when public markets remain active, but investors and exchanges are placing increasing emphasis on market quality, liquidity and issuer readiness. 

At the same time, Southeast Asia’s IPO market is demonstrating a greater concentration around larger transactions. The region’s first-half 2026 data shows that IPO proceeds and average deal sizes increased substantially even as the number of listing declined. 

For Southeast Asian growth companies, the takeaway is not that the door to Nasdaq has closed. Rather, the listing strategy needs to be considered earlier and more carefully.

Companies should assess the applicable Nasdaq listing standard, public-float requirements, capital-raising structure, corporate governance, shareholder profile and post-listing considerations before committing to a transaction.

For some companies, a traditional IPO may be the appropriate route. For others, a SPAC or de-SPAC structure may warrant consideration. Ultimately, the objective is not simply to find a way to become publicly listed. It is to understand which capital-markets structure is most compatible with the company’s stage, business model, capital needs and long-term growth strategy.

For Southeast Asian companies looking beyond their home markets, that distinction is becoming increasingly important.