Nasdaq listing for Vietnam companies.
The senior US venue for growth companies. A reverse takeover reaches Nasdaq either by merging into a Nasdaq-listed shell or by uplisting from the OTC Markets once the initial listing standards are met.
For a private company in Vietnam, the Nasdaq Stock Market can be reached through a reverse takeover — the merger of the operating business into a shell company — provided the applicable listing standards are met.
- A Vietnam company can reach the Nasdaq Stock Market by merging into a listed shell, or by uplisting to it from a lower tier once the standards are met.
- Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements.
- US-standard audited financials from a PCAOB-registered auditor are required, and are usually the critical-path item.
- Reverse Takeover arranges and coordinates the transaction; the regulated work is done by licensed specialists.
The route in brief
| Venue | Nasdaq — the Nasdaq Stock Market |
|---|---|
| Route | Reverse takeover into a listed shell, or uplisting from a lower tier once standards are met. |
| Standards | Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements. |
| Home market | Ho Chi Minh (HOSE) and Hanoi (HNX) exchanges · regulator SSC |
| Currency | Vietnamese dong (VND) |
| Our role | Advisory and arranger; not a broker-dealer, law firm or auditor. |
Nasdaq for Vietnam companies
For a Vietnamese group the Nasdaq question is rarely which tier is most attractive; it is which tier the accounts can support once they have been rebuilt. Vietnamese Accounting Standards diverge from IFRS in ways that touch revenue recognition, provisioning and related-party presentation, and the Ministry of Finance has published a roadmap toward IFRS rather than a completed transition. That means the balance-sheet figures a Nasdaq standard is tested against — the US$5 million of stockholders' equity under the Capital Market Equity Standard, or the US$50 million market value of listed securities under the Market Value Standard — are not the figures in the company's existing statutory accounts. The published thresholds are in Nasdaq's initial listing guide; the work is in getting to numbers that can be tested against them.
Auditor availability, not auditor cost, is the constraint. A US-reporting company's financial statements must be audited by a PCAOB-registered firm, and the population of registered firms with genuine Vietnamese capacity is small relative to the number of companies that would like to use them. The Board's register of firms can be searched by location, and doing that before a shell is identified — rather than after — is what separates transactions that hold their timetable from those that do not.
PCAOB access also sits inside Nasdaq's own rules. Nasdaq's published guide defines a Restrictive Market as a jurisdiction that does not give the PCAOB access to inspect the accounting firms auditing Nasdaq-listed companies, and treats a company as principally administered there if its books and records are located in that jurisdiction, at least half its assets are there, or at least half its revenues derive from there. A Vietnamese manufacturer would meet all three limbs of that administration test, so the inspection position of its auditor's jurisdiction is a live question to confirm with US counsel rather than an abstraction.
The practical consequence of all this is sequencing. Because Nasdaq applies extra standards to reverse-merger companies, including a period of trading and at least one annual report with audited financial statements after the merger information is filed, most Vietnamese transactions are planned as an over-the-counter quote first and a Nasdaq application later. What goes wrong is usually the accounts: a conversion begun after the shell is signed, rather than before, turns a listing plan into an audit project with a listing attached.
Structuring a reverse takeover from Vietnam
Cross-border deals from Vietnam almost always place an offshore holding vehicle above the operating company, and that vehicle becomes the US-listed parent. Singapore is a frequent choice for South-East Asian groups, alongside Cayman or BVI. Two Vietnamese frameworks drive the early work. First, outbound investment by Vietnamese residents generally requires an offshore-investment registration certificate from the Ministry of Planning and Investment, plus foreign-exchange registration with the State Bank of Vietnam. Second, foreign-ownership limits shape how, and how much, a foreign holdco may own in the local business.
Capital-account controls on the dong, licensing in restricted sectors, and the tax cost of contributing shares upward all need mapping. This is specialist territory. Structuring should be set with Vietnamese and US counsel and tax advisers, subject to current rules and specialist advice.
Considering Nasdaq for your Vietnam company?
Start an enquiry →Nasdaq listing for Vietnam companies — FAQ
Q1Can a Vietnam company list on Nasdaq via reverse takeover?
A Vietnam company can reach the Nasdaq Stock Market by merging into a shell already listed there, or by uplisting once it meets the applicable standards. Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements.
Q2What are the Nasdaq listing standards?
Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements. Meeting these standards, and maintaining them, is assessed with US securities counsel as part of the transaction.
Q3Is Reverse Takeover a broker-dealer?
No. Reverse Takeover is an advisory and arranger, not a registered broker-dealer, law firm or auditor. Regulated activities are performed by licensed US securities counsel, PCAOB-registered auditors, transfer agents and broker-dealers coordinated on the transaction.
Other US venues for Vietnam companies
- NYSE American listingVietnam → NYSE American
- OTC Markets listingVietnam → OTC Markets
- Vietnam — all routesCountry overview
This page is general, educational information about listing routes and is not investment, legal, tax, or accounting advice, nor an offer or solicitation. Regulatory details change and vary by circumstance; obtain advice from qualified US securities counsel and your home-market advisers. See our disclosures.