How to List on Nasdaq from Hong Kong: A Ten-Step Roadmap for Going Public in the US

The first half of 2025 has seen a measurable shift in Hong Kong-based companies reconsidering their listing venue. According to data compiled by Dealogic, Hong Kong-headquartered issuers accounted for 12% of all non-US companies filing F-1 registration statements with the SEC in Q1 2025, up from 7% in the same period in 2023. This uptick coincides with the HKEX’s March 2025 consultation paper on Chapter 18C (specialist technology companies) which, while expanding eligibility thresholds, still imposes a minimum market capitalisation of HKD 8 billion at listing — a bar that remains prohibitive for many mid-cap biotech and tech-enabled services firms. Concurrently, the US Public Company Accounting Oversight Board (PCAOB) confirmed in its 2024 annual report that it retains full access to inspect audit work papers in mainland China and Hong Kong, removing the primary overhang that had driven delisting risk under the Holding Foreign Companies Accountable Act (HFCAA). For a Hong Kong-incorporated or BVI-incorporated company with PRC operations, the Nasdaq route now offers a viable, timeline-certain path to public equity. This article provides a ten-step, regulatory-grounded roadmap.

Step 1: Corporate Structure Reorganisation and Jurisdictional Selection

The first decision is not which exchange but which corporate vehicle will hold the listing. Nasdaq requires all listed companies to be incorporated in a jurisdiction acceptable to the SEC and the exchange. The three standard choices for Hong Kong-based issuers are the Cayman Islands, the British Virgin Islands (BVI), or Bermuda. Under Nasdaq Listing Rule 5210, the exchange requires the issuer to be a “going concern” with a charter that does not contravene US federal securities laws. In practice, over 85% of China-related issuers listed on Nasdaq as of March 2025 use a Cayman Islands exempted company as the top-level holding entity, according to filings reviewed by this desk.

For a company that currently operates through a Hong Kong private limited company with a PRC Wholly Foreign Owned Enterprise (WFOE) underneath, the reorganisation involves a share-for-share exchange: the Hong Kong shareholders contribute their shares into a newly formed Cayman parent, which then issues ordinary shares in return. This is a tax-neutral transaction under Section 45 of the Hong Kong Inland Revenue Ordinance (Cap. 112) if properly structured with advance ruling from the Inland Revenue Department. The Cayman parent becomes the Nasdaq-listed entity. The entire reorganisation typically takes 4 to 6 weeks, assuming no PRC Ministry of Commerce (MOFCOM) or National Development and Reform Commission (NDRC) filings are triggered under the 2023 PRC Overseas Listing Filing Rules (the “CSRC Filing Rules”), which came into effect on 31 March 2023.

Step 2: Engagement of US-Listed Advisors and Underwriters

A Nasdaq listing requires three core professional parties: a lead underwriter registered with FINRA, US-qualified legal counsel (both issuer’s counsel and underwriter’s counsel), and a PCAOB-registered independent auditor. For Hong Kong-based issuers, a fourth party is often critical: a Hong Kong legal advisor who can bridge the PRC-HK-US legal framework, particularly for the CSRC filing.

The lead underwriter must be a FINRA member in good standing. As of Q1 2025, the top three underwriters for Asia-originated Nasdaq IPOs by deal count were EF Hutton (a division of Benchmark Investments), Boustead Securities, and A.G.P. / Alliance Global Partners, according to data from Renaissance Capital. Underwriters typically charge a gross spread of 6% to 7.5% for deals under USD 50 million, and 5% to 6% for larger offerings. The underwriter’s engagement letter will include a “tail” provision — typically 90 to 180 days post-termination — during which the issuer still owes a fee if a transaction closes with an investor introduced by the underwriter. This is standard market practice and is governed by FINRA Rule 5110.

Step 3: Selection of Auditor and PCAOB Registration

The independent auditor must be registered with the PCAOB and have a history of filing Form 2 (annual report) and Form 3 (special reports) with the Board. For a Hong Kong company with PRC operations, the auditor must also satisfy the PCAOB’s inspection requirements. As of the PCAOB’s 2024 annual inspection cycle, three Hong Kong-based audit firms — PwC Hong Kong, Deloitte Touche Tohmatsu Hong Kong, and KPMG Hong Kong — received inspection reports with no Part I deficiencies, meaning the Board found no audit deficiencies that warranted public disclosure. This is a material advantage for Hong Kong issuers: a clean PCAOB inspection report reduces investor skepticism and can shorten the SEC review process.

The audit itself must comply with both US GAAP (as required by the SEC) or IFRS as issued by the IASB, with reconciliation to US GAAP. In practice, the SEC accepts IFRS as issued by the IASB without reconciliation under Rule 4-01(a)(2) of Regulation S-X. However, most Nasdaq-listed companies from Asia elect to present full US GAAP financial statements to simplify the review process. The audit for a first-time SEC registrant typically takes 12 to 16 weeks, depending on the complexity of the revenue recognition model and the existence of variable interest entities (VIEs). For VIE structures, the auditor must issue a separate opinion on the consolidation of the VIE under ASC 810.

Step 4: Drafting the F-1 Registration Statement

The F-1 registration statement is the single most important document in the IPO process. It must be filed with the SEC under the Securities Act of 1933 and must include audited financial statements for the three most recent fiscal years (or for the period since inception if shorter). For a Hong Kong company with a December 31 fiscal year end, this means audited financials for FY2022, FY2023, and FY2024 must be included in the F-1 filed in 2025.

The F-1 consists of two parts: Part I (the prospectus, which is the public-facing document) and Part II (exhibits and undertakings, which are filed but not distributed). The prospectus must include, under Item 3 of Form 20-F cross-reference, a description of the company’s business, risk factors, management discussion and analysis (MD&A), and a description of the share capital. For Hong Kong-incorporated issuers, the risk factors section must specifically address the political and regulatory risks of the PRC, as mandated by the SEC’s December 2021 guidance on Chinese issuer disclosures. This includes a discussion of the CSRC Filing Rules, the VIE structure (if applicable), and the enforceability of foreign judgments in the PRC.

The drafting process typically requires three to four rounds of internal review before the initial confidential submission. The SEC’s Division of Corporation Finance will then issue comment letters, which the issuer must respond to within 30 calendar days. The average number of comment letter rounds for non-US issuers in 2024 was 2.8, according to SEC data published in the 2024 Annual Report of the Division of Corporation Finance.

Step 5: Confidential Filing with the SEC

Since 2017, the SEC has permitted all issuers, including foreign private issuers (FPIs), to submit draft registration statements on a confidential basis under the Jumpstart Our Business Startups (JOBS) Act. For an FPI, this is done via the EDGAR system using the “DRS” (Draft Registration Statement) filing type. The confidential filing allows the company to test the market without public disclosure of its financials or business model.

The confidential filing period typically lasts 90 to 120 days. During this period, the SEC staff reviews the F-1 and issues comment letters. The issuer must respond to each comment letter within the prescribed timeframe. Once the SEC staff determines that the filing is “cleared,” the issuer must then file the F-1 publicly (the “public filing”) at least 15 calendar days before the effective date of the registration statement, as required under Rule 477 of the Securities Act.

Step 6: The CSRC Filing for PRC-Connected Issuers

For any issuer with PRC operations exceeding 20% of total assets, revenue, or net income (the “materiality threshold” defined in the CSRC Filing Rules), a separate filing with the China Securities Regulatory Commission (CSRC) is mandatory. This requirement applies to both direct listings and SPAC de-SPAC transactions.

The CSRC filing must be submitted within three business days of the public filing of the F-1 with the SEC. The filing includes a Form 1 (the main application form) and supporting documents, including the prospectus, legal opinions from PRC counsel, and a confirmation that the issuer has obtained all necessary PRC approvals (such as the NDRC outbound investment filing, if applicable). The CSRC has 20 working days to review the filing and issue a “filing completion notice.” If the CSRC requires additional information, the 20-day clock resets. As of April 2025, the average CSRC review time for Nasdaq-bound issuers was 35 calendar days, according to data from the CSRC’s public filing database.

Failure to complete the CSRC filing can result in the SEC refusing to declare the registration statement effective. In February 2024, the SEC issued a stop order against a Cayman-based biotech issuer that had not completed its CSRC filing, citing a material omission under Section 8(b) of the Securities Act.

Step 7: NASDAQ Listing Application and Initial Listing Standards

Concurrent with the SEC review, the issuer must file a formal listing application with Nasdaq. The application is submitted via the Nasdaq Listing Center’s online portal and requires a completed Listing Application Form, a certified copy of the issuer’s charter and by-laws, and a listing agreement.

Nasdaq has three tiers: the Nasdaq Global Select Market (NGS), the Nasdaq Global Market (NGM), and the Nasdaq Capital Market (NCM). For most Hong Kong-based issuers, the NGM is the entry point, as it requires a lower market capitalisation threshold (USD 75 million market value of publicly held shares, or USD 75 million total assets and USD 75 million total revenue, under the “equity standard” or “net income standard” respectively). The NGS requires a minimum of USD 110 million in market value of publicly held shares.

Under Nasdaq Listing Rule 5310, the issuer must also meet the “distribution requirement”: at least 400 round lot holders (a round lot is 100 shares) for NGM and NGS, or 300 for NCM. For a Hong Kong issuer with a concentrated shareholder base, this often necessitates a concurrent public offering or a direct listing with a sufficient secondary market. The listing fee for the NGM is USD 55,000 for the initial listing, plus an annual fee of USD 33,000.

Step 8: The IPO Roadshow and Bookbuilding

Once the SEC declares the F-1 effective, the issuer and underwriters commence the roadshow — a series of presentations to institutional investors. The roadshow is governed by Regulation M under the Securities Exchange Act of 1934, which prohibits the issuer, underwriters, and selling shareholders from engaging in “stabilizing” bids or “penalty bids” during the distribution period. The roadshow typically lasts 10 to 14 days, with 8 to 12 meetings per day in major financial centres: New York, Boston, San Francisco, and increasingly, Hong Kong and Singapore for Asia-focused funds.

The bookbuilding process determines the final offer price. The underwriter builds an “order book” of institutional demand, and the final price is set within the range disclosed in the F-1 (the “price range amendment”). For Hong Kong-based issuers in 2024, the average IPO price was set at the midpoint of the range, according to data from Bloomberg. The final price is determined on the evening before the listing date, based on the book’s coverage ratio — typically 3x to 5x oversubscription is considered a healthy book.

Step 9: Pricing, Allocation, and Listing Day

On the pricing date (the day before the first trading day), the underwriter and issuer sign the underwriting agreement, which specifies the final number of shares, the offer price, and the gross spread. The underwriting agreement is a binding contract under New York law and includes representations and warranties from the issuer regarding the accuracy of the F-1.

The shares are allocated to institutional investors and, in some cases, to retail investors through a directed share program (DSP). The DSP allows the issuer to allocate up to 10% of the offering to directors, employees, and business partners, as permitted under FINRA Rule 5130. The allocation process is documented in the “blue sky” filings with state securities regulators.

On listing day, the first trade occurs after the Nasdaq opening cross, which is determined by the designated market maker (DMM). The DMM is responsible for maintaining a fair and orderly market. The opening price can differ from the IPO price; in 2024, the average first-day pop for Asia-originated IPOs on Nasdaq was 11.2%, according to data from Dealogic.

Step 10: Post-Listing Compliance and Ongoing Obligations

The work does not end at listing. A Nasdaq-listed company must comply with ongoing reporting obligations under the Securities Exchange Act of 1934. This includes filing annual reports on Form 20-F (within four months of fiscal year end) and interim reports on Form 6-K (for material events). The company must also hold an annual general meeting of shareholders and maintain a majority of independent directors on its board, as required under Nasdaq Listing Rule 5605.

For Hong Kong-based issuers, the dual regulatory burden is significant. The company must also comply with the Hong Kong Companies Ordinance (Cap. 622) for its Hong Kong subsidiary, and with the PRC Company Law for its PRC operations. The SFC’s Code of Conduct for Persons Licensed by or Registered with the SFC (the “SFC Code”) may also apply if the company or its directors are licensed persons in Hong Kong. The annual cost of compliance for a Nasdaq-listed company with PRC operations is estimated at USD 1.2 million to USD 1.8 million, inclusive of audit, legal, listing fees, and D&O insurance, according to a 2024 survey by the Society for Corporate Governance.

Actionable Takeaways

1. The Cayman Islands exempted company remains the optimal listing vehicle for a Hong Kong-based issuer targeting Nasdaq, given the tax-neutral reorganisation path under the Hong Kong Inland Revenue Ordinance and the absence of PRC regulatory triggers for a pure share-for-share exchange.
2. The CSRC filing must be submitted within three business days of the public F-1 filing; a delay of even one day can trigger a stop-order risk from the SEC, as demonstrated in the February 2024 precedent.
3. The audit timeline of 12 to 16 weeks is the single longest lead-time item in the IPO process; engaging a PCAOB-registered auditor with a clean inspection record at least six months before the intended filing date is non-negotiable.
4. The Nasdaq Capital Market tier, with a USD 75 million market value threshold and a 300 round-lot holder requirement, is the most accessible entry point for mid-cap Hong Kong issuers; the listing fee of USD 55,000 is a fixed cost that should be budgeted for in the IPO timeline.
5. Post-listing compliance costs, estimated at USD 1.2 million to USD 1.8 million annually, must be factored into the company’s long-term financial planning; a Nasdaq listing is a capital markets event, not a one-time transaction.