US IPOs: considerations for Vietnamese businesses

Accessing US capital markets requires a feasibility assessment covering disclosure, audits, governance and ongoing cost. Nasdaq or NYSE admission should be evaluated against business objectives and eligibility, without assumptions about timing or valuation.

Choose a route based on evidence

A traditional IPO, direct listing, SPAC transaction and depositary receipt programme have different requirements and risks. None automatically ensures exchange admission or the desired funding. US counsel and transaction specialists should assess the proposed route.

Review both jurisdictions

Vietnamese legal work includes ownership, licences, foreign investment restrictions, assets, contracts and cross-border fund flows. An offshore holding structure is not a universal requirement or a shortcut around local rules.

US counsel should assess issuer status, the appropriate registration framework, exchange criteria and continuing reporting obligations. The business should not assume it qualifies for every foreign private issuer accommodation. Audit requirements, internal controls and English-language disclosure should be planned early.

Define roles and budget

Vietnamese counsel, US counsel, auditors and financial or securities advisers have separate responsibilities. Coordination helps align documents and timelines. Budget for preparation, remediation and continuing compliance, and scrutinise proposals promising guaranteed admission or valuation.

KM UNION supports Vietnamese legal matters and works with specialist partners for international transactions. Discuss your plans with KM UNION through legal@kmunion.vn.

Prepare an initial feasibility pack

A useful starting pack includes an ownership chart, available financial statements, key licences, a business overview, material contracts and the intended funding target. Record existing shareholder preferences, guarantees and financing restrictions that could affect a future transaction.

Ask advisers to separate preparation costs from transaction costs and continuing obligations. A timeline should identify dependencies, including audit work, documentation gaps and any required reorganisation. A change in market conditions may require revisiting the plan even when legal preparation is progressing.

Does access to US advisers guarantee admission?

No. Advisers support preparation and execution within their professional scope. Regulatory processes, exchange standards and investor demand remain separate considerations. A proposal should clearly identify the jurisdictions and workstreams covered.

Đọc bản tiếng Việt | IPO & Capital Raising Advisory

General information only. Requirements should be assessed under current law for the specific transaction.

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