赴美上市｜证监会备案｜上市监管｜中企赴美｜专业赴美上市服务机构 近期，龙电华鑫新能源科技集团的获批，为停滞8个月的境内企业赴美上市备案通道带来突破，也印证了近一年中国证监会监管对境外上市企业质地的要求 不断提高。 截至2025年12月19日，证监会公开信息显示，已累计接收境内企业境外首次公开发行（含全流通）备案申请888家，其中412家已取得备案通知书。 在赴美上市方面，共有150家企业选择纳斯达克交易所。细分来看，当前正处于申请阶段的企业共54家，较上一轮统计减少1家。 | | | | 境内企业赴美发行证券和上市备案情况表(首次公开发行及全流通) | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | (截至2025年12月19日) | | | | | | 序号 | 亚斯名秘 | 申报类型 | 甲报主体 | 拟上市证券交易所 | 接收日期 | 备案状态 | 道注 | | 1 | GoodFaith Technology Inc. | 间接境外上市 | 办州承信信息科技有限公司 | 纳斯达克交易所 | 2023年6月28日 | 补 ...

在全球化资本的汹涌浪潮当中，VIE架构以及SPAC上市成为中企境外融资的两个关键途径。 前者是受限行业突破外资壁垒的经典方案，后者是追求快速上市的创新工具，这两者前景之争的本质是：企业对于合规稳定性与融资效率的战略选择。 到2026年后跨境监管将会更为严格，市场环境也千变万化，两种模式的优势和其局限性越发清晰可辨，企业需根据自身情况精确做出决策。 一、核心逻辑：两种模式的本质差异 VIE架构（可变利益实体）的核心是"协议控制"。 通过境外上市主体与境内运营实体签订一系列合约，避开外资准入限制，可以说是互联网、教育、传媒等敏感行业境外融资的"唯一"办法。 从阿里巴巴到腾讯音乐，众多新经济企业凭借这个架构实现了资本跨越，但其本质上是"戴着枷锁起舞"，一直会面临政策合规的不确定性。 SPAC上市（特殊目的收购公司）则是"借壳上市"的PLUS版，由专业团队发起空壳公司完成IPO募资，再通过并购未上市企业使其快速登陆资本市场。 核心优势是效率至上，上市流程3到6个月就可以完成，比传统IPO的12到18个月要快上不少，而且估值能够通过商议来确定，非常适合高增长的行业以及 急需资金的初创企业。 像LucidMotors、G ...

Core Viewpoint - The company TuDatong (02665.HK), a provider of automotive-grade LiDAR solutions, successfully went public on the Hong Kong Stock Exchange through a SPAC merger with TechStar (07855.HK) on December 10, 2025 [2][12]. Group 1: Company Overview - TuDatong was established in 2016 and is recognized as a global leader in designing, developing, and producing automotive-grade LiDAR solutions for Advanced Driver Assistance Systems (ADAS) and Autonomous Driving Systems (ADS) [4][12]. - In 2024, TuDatong is projected to deliver over 230,000 automotive-grade LiDAR units, ranking fourth globally in sales revenue from ADAS LiDAR solutions with a market share of 12.8% [4][12]. Group 2: Financial Details - The company raised approximately HKD 5.513 billion from three PIPE investors, including Nio Nextev Limited, which agreed to subscribe for about 28.67 million shares [2][12]. - The total amount raised from the public offering was approximately HKD 3.71 billion, with a net amount of about HKD 3.61 billion after expenses [3][13]. Group 3: Market Performance - On the first day of trading, TuDatong's shares closed at HKD 13.30, reflecting a 33% increase, with a total market capitalization of approximately HKD 17.274 billion [5][15]. - The shares were initially offered at HKD 10 each, with a total issuance of approximately 370.82 million shares [3][13]. Group 4: Shareholder Structure - Post-merger, existing shareholders of the target company hold 90.08% of the shares, while PIPE investors hold 4.24% [4][14]. - Nio Nextev Limited holds 2.21% of the shares, and other approved equity financing recipients hold 0.65% [4][14].

Core Insights - A Chinese company acquired the operational rights to the largest rare earth mine in the U.S. for $20.5 million, resulting in over 10 billion RMB in returns eight years later, with an actual investment of only $110.98 for nearly 10% equity [1][29]. Group 1: Background and Acquisition - Molycorp, once a rare earth giant, went bankrupt in 2015, owing $1.7 billion, leaving only eight employees at the Mountain Pass mine [2]. - James Litinsky, a hedge fund manager, acquired Molycorp's debt and used bankruptcy laws to bid for the mine, ultimately forming a consortium with QVT Financial and Shenghe Resources to win the auction [4][9]. - The auction was competitive, with other bidders lacking the necessary technical expertise to revive the mine, which was crucial for the U.S. [5][7]. Group 2: Investment Structure and Strategy - Shenghe Resources' subsidiary invested $110.98 to acquire 9.99% preferred shares, avoiding strict scrutiny from the U.S. Committee on Foreign Investment [9]. - The real investment was a $50 million prepayment for technical and sales services, securing exclusive rights to rare earth sales, significantly boosting Shenghe's resource supply in China [11][20]. - The technical expertise of Shenghe was pivotal in negotiating lower equity acquisition costs, leveraging their knowledge of similar rare earth mines in Sichuan [15][29]. Group 3: Operational Turnaround - Shenghe's team successfully transformed the nearly defunct mine into a leading global producer of rare earths within 18 months, increasing production from 0 to 3.85 million tons by 2020 [21][23]. - The mine's workforce expanded from 8 to 740 employees, with comprehensive training programs implemented to ensure operational efficiency [21][20]. - The operational improvements led to a significant reduction in production costs, reversing the losses experienced during Molycorp's ownership [21][29]. Group 4: Market Performance and Future Prospects - In July 2020, the mine's operator, MP Materials, announced a merger with Fortress Value Acquisition, leading to a public listing and a surge in stock price, reaching a market cap of over $10 billion [25][27]. - By 2022, the price of neodymium-praseodymium powder skyrocketed to $150,000 per ton, driven by surging demand in electric vehicles and defense applications [27]. - The U.S. Department of Defense invested $400 million in MP Materials, becoming the largest shareholder, while the company faced challenges due to escalating U.S.-China trade tensions [29][31]. Group 5: Strategic Diversification - In response to trade conflicts, Shenghe Resources announced the acquisition of Australian Peak Resources, securing access to one of Africa's largest rare earth deposits [32]. - The geopolitical landscape surrounding rare earths is evolving, with the U.S. aiming to establish an independent supply chain, while MP Materials' reliance on Chinese exports remains a critical concern [34].

新规取消了对连续10个交易日股价不高于0.1美元公司的整改宽限期，改为立即启动退市程序并停牌，这标志着纳斯达克对超低价股的监管进入"零容 忍"阶段。 美国证券交易委员会（SEC）于2025年12月5日正式批准纳斯达克交易所关于修改最低股价退市规则的提案。 壹、新规要点与设计思路 根据美国证券交易委员会（SEC）核准的SR-NASDAQ-2025-065修订案，新规主要在退市标准、上市条件和程序效率三个层面进行了重要调整。 在退市规则上，原先规定股价连续30日低于1美元后进入合规期，若再连续10日低于0.1美元方启动退市；新规取消了合规期，直接将"连续10日≤0.1美 元"设为退市触发点，且在听证期间暂停交易不可逆转。这一调整基于数据研究：2024年纳斯达克市场上股价长期低于0.1美元的公司中，约92%存在财务 不实、关联交易披露不充分或股东权益虚化等问题，这些企业日均交易量往往不足10万股，股价容易受到操纵，影响市场公平。 上市门槛方面，新规对中资企业设立了"双重标准"：通过盈利标准申请上市的企业，其最低公众持股市值从500万美元提高到1500万美元；首次公开发行 募资额须不低于2500万美元，较2020年的 ...

Core Viewpoint - TechStar Acquisition Corporation has announced a significant equity financing agreement with Seyond Holdings Ltd. (Tudatong), totaling HKD 370.8 million, to facilitate its SPAC merger and subsequent listing in Hong Kong [2][3]. Group 1: Financing Details - The financing includes a subscription agreement with Nio Nextev Limited, which will conditionally subscribe for 28,672,137 shares at HKD 10 per share, amounting to HKD 286.72 million, representing 2.21% of the post-transaction issued share capital [3]. - Additionally, TechStar has entered into a placement agreement to issue 8,409,500 shares to professional investors at the same price of HKD 10 per share, raising HKD 84.095 million, which accounts for 0.65% of the post-transaction issued share capital [3]. Group 2: Use of Proceeds - The total proceeds from the financing amount to HKD 370.8 million, with net proceeds estimated at approximately HKD 360.5 million after expenses [4]. - The allocation of funds is planned as follows: approximately 60% for R&D of new lidar architecture and software/hardware upgrades, 20% for upgrading existing production lines, 10% for global expansion, and the remaining 10% for general corporate purposes [4]. Group 3: Transaction Conditions - The placement agreement includes several conditions, such as obtaining approval from the stock exchange for the listing of shares and warrants, ensuring at least 100 professional investors at the time of listing, and maintaining the validity of relevant government approvals [4].

Core Insights - The article discusses the pathways for Chinese companies to list in Singapore, focusing on the listing structure and regulatory requirements [2][31]. Group 1: Singapore Listing Structure - The listing structure for Chinese companies in Singapore includes two main categories: direct listing and indirect listing [4]. - Direct listing refers to Chinese companies issuing shares on the Singapore Exchange (SGX) as "S-shares," exemplified by companies like YZJCY and HNHT [4]. - Indirect listing involves companies primarily operating in China listing under a foreign entity, which can be further divided into "red-chip structure" and "VIE structure" [5]. Group 2: Singapore Listing Pathways - The main pathways for listing on the SGX include Initial Public Offering (IPO), secondary listing, SPAC listing, and reverse takeover [7]. - IPO is the most common method for companies to enter the capital market, with specific rules outlined for SGX [7]. - Secondary listing allows companies already listed on other exchanges to list on SGX while maintaining their primary listing status [8]. - SPAC listings were introduced to enhance market activity, allowing companies to raise funds through IPOs for business combinations [10]. - Reverse takeovers involve acquiring a shell company to achieve a listing, subject to strict regulatory scrutiny [18][19]. Group 3: Key Considerations for Chinese Companies - Chinese companies must understand the regulatory framework and filing processes when preparing for a listing in Singapore [20]. - Companies need to comply with the China Securities Regulatory Commission (CSRC) requirements for overseas listings, including obtaining necessary approvals [21][25]. - Foreign investment regulations and the choice of listing structure are critical, especially concerning the negative list of foreign investment [27]. - Cybersecurity and data security assessments are essential for companies with significant user data when planning to list abroad [28][29].

Core Viewpoint - The Hong Kong Stock Exchange (HKEX) has officially implemented the SPAC (Special Purpose Acquisition Company) listing regime starting January 1, 2022, aiming to balance innovation with investor protection through a stringent regulatory framework [2]. Group 1: Sponsor Qualifications and Responsibilities - At least one sponsor must hold a license from the Hong Kong Securities and Futures Commission for either Type 6 (advising on corporate finance) or Type 9 (asset management), or be a qualified "senior person" with substantial capital market experience and a good compliance record [6]. - Sponsors are required to disclose their background, professional experience, and past performance to ensure they have the capability to drive acquisitions [6]. - Sponsors must subscribe to at least 10% of the SPAC shares with their own funds, aligning their interests with those of investors [6]. Group 2: SPAC Listing Conditions - The market capitalization of the SPAC at the time of listing must be at least HKD 1 billion, which is higher than some markets like the U.S. that do not have a clear minimum [6]. - The issue price must not be lower than HKD 10 per share to prevent dilution of investor rights [6]. - Public shareholding must be at least 25%, with a minimum of 30 public shareholders to avoid excessive concentration of ownership [6]. Group 3: Fundraising and Fund Custody - Funds raised through the IPO (after deducting issuance costs) must be fully deposited into an independent trust account and can only be used for specific purposes such as acquiring target companies, paying acquisition-related fees, or repurchasing shares if shareholders exercise their redemption rights [4]. - The trust account will be managed by an independent trustee to ensure funds are used exclusively for their intended purposes, reducing the risk of misappropriation [4]. Group 4: Acquisition Transaction (De-SPAC) Requirements - The target company must meet the main board listing requirements of HKEX, ensuring it has sustainable operational capabilities [4]. - An independent financial advisor must be hired to value the target company, and the valuation methods and key assumptions must be disclosed [7]. - The acquisition transaction must be approved by a special resolution of at least 75% of SPAC shareholders, with related sponsors required to abstain from voting [7]. Group 5: Shareholder Rights Protection - Shareholders who disagree with the acquisition can request to redeem their shares at a price not lower than the issue price, ensuring they are not forced into an acquisition they do not support [8]. - There are limits on dilution, with sponsor shares and warrants subject to a maximum dilution cap post-acquisition to protect public shareholders' interests [8]. Group 6: Time Limits and Failure Handling - SPACs must complete their acquisition within 24 months of listing, with a one-time extension of up to 6 months allowed, totaling a maximum of 30 months [8]. - If the acquisition is not completed within the time frame, the SPAC must initiate liquidation and return the principal to investors, along with interest [8]. Group 7: Information Disclosure and Regulation - SPACs are required to regularly disclose the use of funds, acquisition progress, and potential risks [10]. - HKEX will conduct comprehensive oversight of SPACs throughout their lifecycle, focusing on sponsor qualifications, fund safety, and fairness of acquisitions to prevent shell companies and market manipulation [10].

Core Insights - Trump Media Technology Group announced a merger with Crypto and Yorkville to form Trump Media Group CRO Strategy Inc, aiming to raise approximately $6.42 billion through SPAC listing [1][2] - Following the announcement, Trump Media's stock initially surged over 8% before settling at a 4.7% increase, while Yorkville's stock rose by 1% [1] Group 1: Merger Details - The merger will result in Yorkville being renamed MCGA and listed on NASDAQ after completion [1] - The combined entity will focus on acquiring and managing CRO, the native token of the Cronos blockchain, which is designed for speed, scalability, and seamless connectivity [2] Group 2: Financial Strategy - The new company plans to utilize nearly all cash reserves to acquire CRO, aiming for long-term value generation through revenue-producing assets [2] - The merger is expected to exceed the current market value of CRO, with an additional commitment of over $400 million in cash and $5 billion in credit for further CRO acquisitions [3] Group 3: Strategic Partnerships - Trump Media has partnered with Crypto to implement a rewards system on its social media platforms, utilizing CRO as a utility token [3] - The CEO of Trump Media emphasized the increasing digitization of financial markets and the strategic planning of companies through digital asset vaults [2]

Group 1 - A record number of Chinese companies are seeking to list in the U.S. this year, despite geopolitical tensions and stricter domestic listing rules [1][2] - In the first half of the year, 36 Chinese companies have already listed in the U.S., with many utilizing Special Purpose Acquisition Companies (SPACs) to expedite the process [1][2] - There are currently over 40 Chinese companies waiting to list on NASDAQ, including a mobile advertising service provider and a traditional Chinese medicine manufacturer [1] Group 2 - More than 100 Chinese companies are listed in the U.S., with a total market capitalization of approximately $1 trillion as of March this year [2] - The trend shows an increasing number of startups, particularly in the technology sector, seeking to go public via SPACs to accelerate fundraising [2] - The number of companies going public through SPACs nearly doubled last year to 57, and has already reached 76 this year [2]