Effective June 14, 2026, Nasdaq Rule 5210(l) establishes additional initial listing requirements for companies that are headquartered or incorporated in mainland China, Hong Kong or Macau, or whose businesses are principally administered in any of those jurisdictions.[1]
For an initial public offering ("IPO"), an affected company must conduct a Firm Commitment Offering in the United States to Public Holders that results in gross proceeds to the Company of at least $25 million. The new rule also imposes heightened requirements on specified business combinations, Direct Listings, and companies seeking to transfer to Nasdaq from the over-the-counter market or another exchange.
For companies that previously contemplated accessing Nasdaq through relatively small IPOs, the new rule may directly affect offering size, underwriting arrangements, transaction structure and overall listing feasibility. Companies should therefore assess their financing capacity, underwriting support, choice of listing venue and alternative financing paths earlier in the process, before fully committing resources to restructuring, audits and regulatory filings.
I. Regulatory Background: Why Nasdaq Raised the Listing Threshold
According to Nasdaq's filings with the U.S. Securities and Exchange Commission (the "SEC"), the enhanced initial listing requirements were intended principally to address concerns involving certain smaller China-based companies, including limited post-listing trading activity, failures to maintain compliance with continued listing standards, and abnormal price volatility.
Nasdaq reported that, among the 151 China-based companies that completed Nasdaq IPOs between August 2022 and April 2025, 143 had offering sizes below $25 million. Nearly half of those companies subsequently received notices of noncompliance with Nasdaq's continued listing standards.[2]
Nasdaq believes that companies with smaller offerings and more limited public floats may have difficulty developing a sufficiently broad investor base and adequate trading liquidity. Their securities may also be more susceptible to wider bid-ask spreads and greater price volatility. Requiring a Firm Commitment Offering that generates at least $25 million in gross proceeds to the Company is intended to increase public ownership and investor participation, while strengthening the role of underwriters in book-building, pricing and due diligence.
The $25 million requirement is therefore more than a minimum financing threshold. It also reflects Nasdaq's broader regulatory objectives of improving market liquidity and price discovery and enhancing investor protection.
II. Companies Subject to the New Rule
Nasdaq Rule 5210(l) is specifically designed to identify companies with prescribed connections to mainland China, Hong Kong or Macau. Regardless of the jurisdiction in which the proposed listing vehicle is incorporated, the rule may apply if the company:
is headquartered in mainland China, Hong Kong or Macau; is incorporated in mainland China, Hong Kong or Macau; or principally administers its business in any of those jurisdictions.
For the third category, Nasdaq will determine whether a company's business is principally administered in mainland China, Hong Kong or Macau based on all relevant facts and circumstances, including whether:
• the company's books and records are located in the relevant jurisdiction;
• at least 50% of its assets are located there;
• at least 50% of its revenues are derived from there;
• at least 50% of its directors are citizens or residents of the relevant jurisdiction;
• at least 50% of its officers are citizens or residents of the relevant jurisdiction;
• at least 50% of its employees are based there; or
• the company is controlled by, or under common control with, one or more persons or entities that are citizens or residents of the relevant jurisdiction, or whose business is headquartered, incorporated or principally administered there.[3]
Nasdaq will evaluate these factors in light of all relevant facts and circumstances. No single factor is necessarily determinative, and Nasdaq's analysis does not turn solely on the issuer's choice of offshore holding-company structure.
Accordingly, establishing a listing vehicle in the Cayman Islands, the British Virgin Islands or another offshore jurisdiction does not, by itself, allow a company to avoid the new rule. A company may still fall within Rule 5210(l) if its revenues, assets, management team, employees or controlling relationships are concentrated in mainland China, Hong Kong or Macau.
Companies should complete the applicability analysis at the outset of a listing project, rather than waiting until substantial time and expense have already been devoted to a pre-listing restructuring, audit and SEC registration process before determining that the proposed offering cannot satisfy the new requirements.
III. New Requirements for Four Listing Paths
Nasdaq Rule 5210(l) establishes different requirements for different methods of listing.
1. Initial Public Offerings
An affected company seeking to list on Nasdaq in connection with an IPO must:
• conduct a Firm Commitment Offering in the United States to Public Holders; and
• receive gross proceeds of at least $25 million from that offering.[4]
Under the Nasdaq Rules, the term "Public Holders" excludes persons who, directly or indirectly, are officers or directors of the company, as well as shareholders who beneficially own more than 10% of the company's outstanding shares. In other words, the rule addresses not only the aggregate offering amount, but also whether the securities are actually offered to holders who qualify as members of the public under Nasdaq's definition.
Both requirements must be satisfied. They do not replace Nasdaq's existing requirements concerning financial condition, minimum bid price, public float, holder distribution, market makers, corporate governance or other applicable initial listing standards.
For example, many smaller issuers consider listing on the Nasdaq Capital Market. An applicant generally must also satisfy the following threshold requirements:
• a minimum bid price of $4 per share, although certain applicants that satisfy additional financial conditions may qualify under alternative $3 or $2 bid-price standards;
• at least 1 million Unrestricted Publicly Held Shares, 300 round lot holders and three registered and active market makers, with at least 50% of the required minimum number of round lot holders each holding Unrestricted Securities with a market value of at least $2,500;
• a Market Value of Unrestricted Publicly Held Shares generally of at least $15 million; and
• compliance with at least one financial standard: the Equity Standard requires stockholders' equity of at least $5 million and a two-year operating history; the Market Value of Listed Securities Standard requires a Market Value of Listed Securities of at least $50 million and stockholders' equity of at least $4 million; and the Net Income Standard requires net income from continuing operations of at least $750,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years, together with stockholders' equity of at least $4 million.[17]
The $15 million public-float threshold described above reflects a separate, generally applicable Nasdaq amendment that became operative in early 2026. That amendment increased the threshold under the Capital Market Net Income Standard from $5 million to $15 million, and the threshold under the Global Market Income Standard from $8 million to $15 million. It applies to all relevant applicants and is distinct from Rule 5210(l), which specifically governs companies connected to mainland China, Hong Kong and Macau.[18]
2. Specified Business Combinations and de-SPAC Transactions
If a transaction involving a company subject to the new rule constitutes a business combination described in Nasdaq Rule 5110(a) or IM-5101-2, including certain business combinations resulting in a change of control and de-SPAC transactions, the post-transaction entity must have a Market Value of Unrestricted Publicly Held Shares of at least $25 million.[5]
This measure focuses on the value of shares held by public investors that are not subject to resale restrictions. Shares held directly or indirectly by directors, officers or shareholders who beneficially own more than 10% must be excluded, as must securities subject to lock-ups or other resale restrictions.
Accordingly, the overall valuation of the combined company is not sufficient to determine compliance. The company must also establish the size of the unrestricted public float that will actually exist following the transaction. Not every ordinary acquisition by a Nasdaq-listed company of a China-based business automatically triggers this requirement; the analysis depends on whether the transaction constitutes a business combination covered by the relevant Nasdaq provisions.
3. Direct Listings
A company subject to Rule 5210(l) may list on Nasdaq through a Direct Listing only on the Nasdaq Global Select Market. It may not use a Direct Listing to enter the Nasdaq Global Market or the Nasdaq Capital Market.[6]
All three tiers are national securities markets operated by Nasdaq, but they serve companies of different sizes and impose different initial listing thresholds. The principal distinctions for listing applicants are summarized below:[6]
The Nasdaq Global Select Market also requires an applicant to satisfy one of several heightened financial standards. Available paths include, for example: aggregate pre-tax income of at least $11 million over the prior three fiscal years, with positive pre-tax income in each of those years and at least $2.2 million in each of the two most recent years; aggregate cash flows of at least $27.5 million over the prior three fiscal years, together with an average market capitalization of $550 million and revenue of $110 million; an average market capitalization of $850 million and revenue of $90 million; or a Market Value of Listed Securities of $160 million, total assets of $80 million and stockholders' equity of $55 million. The applicable path depends on the applicant's financial performance and listing structure.[6]
For a traditional Direct Listing by a company whose securities do not have sustained recent trading activity in a Private Placement Market, an Independent Valuation generally must demonstrate a Market Value of Unrestricted Publicly Held Shares of at least $250 million. Thus, a company subject to Rule 5210(l) may not select the lower-threshold Capital Market or Global Market for a Direct Listing; it must also satisfy the higher standards applicable to the Global Select Market and Direct Listings.[6]
4. Transfers from the OTC Market or Another Exchange
An affected company seeking to transfer to Nasdaq from the over-the-counter market (the "OTC market") or another U.S. national securities exchange must:
• have a Market Value of Unrestricted Publicly Held Shares of at least $25 million; and
• have traded on the other market for at least one year.[7]
These conditions do not replace Nasdaq's other applicable initial listing standards. If the company's securities are trading on the U.S. OTC market at the time of application, they generally must also have an average daily trading volume of at least 2,000 shares over the 30 trading days before listing, with trading occurring on more than half of those days. Depending on the Nasdaq market tier and offering structure, a qualifying firm commitment underwritten public offering may exempt the company from this trading-volume requirement. A company subject to Rule 5210(l), however, must still satisfy the $25 million Market Value of Unrestricted Publicly Held Shares requirement and the one-year trading-history requirement. These provisions are intended to prevent a company from first entering a market with lower admission standards and then quickly transferring to Nasdaq to circumvent the new IPO requirements.
IV. How the $25 Million Threshold Affects Offering Design
1. The Relevant Measure Is Gross Proceeds to the Company
The new rule requires the Company to receive at least $25 million in gross proceeds from a Firm Commitment Offering. "Gross proceeds" means the amount raised before deducting underwriting discounts, legal fees, audit fees and other offering expenses. The net proceeds ultimately received by the company will therefore ordinarily be less than $25 million.
The rule also focuses on proceeds received by the company itself. If an IPO includes secondary shares sold by existing shareholders, proceeds paid to the selling shareholders do not constitute proceeds to the company and cannot be counted toward the $25 million threshold.
For example, assume an IPO has an aggregate offering size of $30 million, consisting of $20 million of newly issued shares sold by the company and $10 million of secondary shares sold by existing shareholders. Although the transaction as a whole is a $30 million offering, the company receives only $20 million in gross proceeds and therefore does not satisfy the new rule.
2. The Offering Structure Should Include an Appropriate Buffer
If a proposed offering size is only slightly above $25 million, a reduction in the final offering price, a decrease in the number of shares sold, or a change in the proportion of primary and secondary shares could cause gross proceeds to the company to fall below the threshold.
For example, an offering of 6.3 million newly issued shares at $4 per share would generate $25.2 million in gross proceeds to the company, where only $200,000 was above the minimum requirement. Even a modest reduction in price or offering size could affect the company's listing eligibility.
Companies should therefore avoid designing a proposed offering merely to reach the threshold on paper. They should build in a reasonable buffer that accounts for potential pricing adjustments, market demand and transaction structure.
3. Underwriting Capacity Becomes a Critical Commercial Prerequisite
The new rule requires an IPO to be conducted as a Firm Commitment Offering. Under the Nasdaq Rules, the underwriter or underwriting syndicate assumes a financial commitment to purchase the offered securities under the underwriting agreement.[8]
In a Firm Commitment Offering, the underwriter purchases securities from the company at an agreed price and resells them to investors, assuming the market risk that the securities may not be resold as anticipated. This differs from a Best Efforts Offering, in which the placement agent generally undertakes only to use reasonable efforts to identify investors and does not commit to purchase unsold securities. If investor subscriptions are insufficient in a Best Efforts Offering, the company may not receive its contemplated financing.
A firm commitment does not, however, guarantee that the transaction will close. Before signing a definitive underwriting agreement, an underwriter will ordinarily conduct due diligence and market testing and will negotiate valuation, pricing and offering size with the company based on investor demand. The underwriting agreement will also typically contain closing conditions and termination provisions.
Accordingly, a company must do more than satisfy the $25 million financing threshold. It must identify an underwriter with sufficient distribution capacity that is willing to assume the underwriting risk. The underwriter will focus on the company's fundamentals, valuation, compliance posture and market demand.
If the underwriter concludes that market conditions will not support a $25 million Firm Commitment Offering, the transaction may not proceed even after substantial preparatory work has been completed. Companies should therefore test underwriting feasibility and achievable offering size at an early stage.
V. Preliminary Market Response Following Implementation
As of August 12, 2026, Rule 5210(l) had been in effect for less than two months, and the available sample remains too limited to assess its long-term impact. Recent transactions nevertheless indicate that some issuers have begun redesigning proposed offerings around the new threshold by increasing contemplated offering sizes and share counts and by adjusting the mix of primary and secondary shares.
1. Some Companies Have Expanded or Restructured Proposed Offerings
The following three examples illustrate changes involving overall offering size, the buffer above the threshold, and the mix of primary and secondary shares:
• ECST Holdings. In an amendment to its Form F-1 filed on June 18, 2026, ECST Holdings revised its offering from 2 million shares at $4 per share to 5 million shares at an expected price range of $5 to $6 per share. The revised proposed offering size is $25 million to $30 million, or approximately $27.5 million at the midpoint of the range, compared with $8 million under the prior terms.
• Student Living EduVation. In an amendment to its Form F-1 filed on June 18, 2026, Student Living EduVation increased the proposed number of shares from 3.75 million to 6.25 million while maintaining an expected price range of $4 to $6 per share. The proposed offering size consequently increased from “15 million to 22.5 million” to “25 million to 37.5 million”. At the $5 midpoint of the price range, the proposed offering size increased from $18.75 million to $31.25 million. The low end of the revised range is exactly $25 million.
• CALM Chain International. In an amendment to its Form F-1 filed on June 24, 2026, CALM Chain International increased the proposed number of shares from 3 million to 5 million while maintaining an expected price range of $5 to $7 per share, increasing the offering size at the midpoint from approximately $18 million to $30 million. More significantly, approximately one-third of the shares under the prior structure were to be sold by existing shareholders, whereas all 5 million shares under the revised structure are newly issued shares offered by the company. Because proceeds from secondary shares sold by existing shareholders cannot be included in gross proceeds to the Company, the revision both enlarged the overall offering and increased the amount that the company itself could raise.[9]
None of these companies expressly stated that its offering changes were caused entirely by the new Nasdaq rule. The timing and amounts alone therefore do not establish a definitive causal relationship. Nevertheless, the changes occurred after implementation of the new rule, and the low end of each revised offering range reached or slightly exceeded $25 million. The examples indicate that some Nasdaq applicants are redesigning transactions around the new threshold.
ECST Holdings' most recent disclosure makes this connection more explicit. In an amendment to its Form F-1 submitted on August 3, 2026, the company retained its proposal to offer 5 million shares at an expected price range of $5 to $6 per share and expressly stated that, if the offering generates gross proceeds of less than $25 million, the company will fail to satisfy Nasdaq's initial listing requirements and Nasdaq will deny its listing application. Although the filing does not state that the earlier increase in contemplated offering size was caused entirely by the new rule, it directly confirms that the $25 million threshold is determinative for ECST Holdings' proposed listing.
The public materials described above reflect revisions to proposed offering terms; they do not establish that the relevant IPOs have been priced and closed on those terms. Whether each company ultimately satisfies the new rule will depend on the actual offering price, the number of shares sold, the mix of primary and secondary shares, market demand, and the underwriter's willingness to assume a firm commitment at a compliant offering size.
2. Some Below-Threshold Transactions Have Been Withdrawn
Around the time the new rule became effective, several proposed Nasdaq IPOs that contemplated raising less than $25 million were withdrawn, including:
• MED EIBY Holding, which had proposed an offering of approximately $20 million and withdrew on June 16, 2026;
• Cloud Data Holdings, which had proposed an offering of approximately $16 million and withdrew on July 8, 2026; and
• Blue-Touch Holdings Group, which had proposed an offering of approximately $10 million and withdrew on July 10, 2026.[10]
The withdrawal filings generally did not identify the reasons for withdrawal. Accordingly, although the contemplated offering sizes were below the new threshold and the withdrawals occurred near the rule's effective date, it would not be appropriate to conclude that Rule 5210(l) was necessarily the sole cause.
A more measured inference is that the new rule may cause some companies that cannot increase their financing size to defer their transactions, redesign their offerings, or reassess the overall feasibility of a Nasdaq listing.
3. Choice of Exchange Is Moving Earlier in the Planning Process
Some newly filed issuers have begun preserving multiple exchange alternatives from the outset. Gold Stone Technical, for example, proposed an offering of approximately $28 million and preserved the option to list on either Nasdaq or the New York Stock Exchange. Tino Group proposed an offering of approximately $29 million and preserved the option to list on either Nasdaq or NYSE American.[11]
These examples suggest that exchange comparisons are entering transaction planning at an earlier stage. They do not yet establish a broad migration by China-based companies from Nasdaq to the NYSE or NYSE American.
At this stage, the rule's most immediate effect does not appear to be a wholesale departure of China-based companies from the U.S. capital markets. Instead, proposed transactions are beginning to diverge:
• companies with sufficient financing capacity and underwriting support are increasing contemplated offering sizes;
• companies that cannot reliably satisfy the threshold are withdrawing, deferring or redesigning transactions;
• some companies are comparing exchanges earlier; and
• some companies may first raise capital through private placements or other financing methods and pursue a public listing at a later stage.
VI. Adjusting Listing and Financing Plans
1. Market Testing and Underwriter Discussions Should Begin Earlier
Historically, some smaller issuers may have completed restructuring, audit work and registration statements before focusing intensively on underwriting and investor marketing. After implementation of the new rule, whether the market can support the required offering size has become a central condition of transaction feasibility.
Before committing fully to listing expenses, a company should work with prospective underwriters to assess its anticipated valuation, feasible offering price and size, investor demand, and the viability of a Firm Commitment Offering.
2. The NYSE and NYSE American Remain Relevant Comparators
As of July 31, 2026, the New York Stock Exchange's published initial listing standards did not include a requirement identical to Nasdaq Rule 5210(l)'s $25 million minimum gross-proceeds requirement specifically for China-based companies. Selecting the NYSE, however, does not allow an applicant to avoid listing thresholds or substantive review.
The NYSE has its own financial, minimum share-price, public-float, shareholder-distribution and other listing requirements, and retains discretion to determine whether an applicant is suitable for listing. Under the standards published in January 2026, an IPO or spin-off generally requires a Market Value of Publicly Held Shares of at least $40 million.[12]
Smaller companies may also consider NYSE American. Under its standards published in April 2026, a company listing in connection with a firm commitment underwritten public offering must generally have at least $15 million of Unrestricted Publicly Held Shares included in the offering, in addition to satisfying the applicable financial and distribution standards.[13]
It is important to distinguish the "market value of publicly held shares" measures used by the NYSE and NYSE American from the "gross proceeds to the Company" required by Nasdaq Rule 5210(l).
In simplified terms, gross proceeds to the Company measure the amount the company raises by issuing new shares. The amount is generally calculated by multiplying the number of newly issued shares sold by the company by the offering price, before deducting underwriting discounts and other offering expenses. Proceeds from secondary shares sold by existing shareholders belong to the selling shareholders and cannot be included in gross proceeds to the Company.
By contrast, market value of publicly held shares measures the value of shares held by public investors and available for public trading after the listing. It is generally calculated by multiplying the number of qualifying publicly held shares by the offering price or another applicable market price. The measure focuses on the post-listing public float, not the cash actually received by the company. Shares held by directors, officers, large shareholders and other affiliates, and shares subject to resale restrictions, generally cannot be included.
The figures of $40 million, $25 million and $15 million therefore cannot be compared in isolation to determine which market is easier to enter. A company must separately calculate gross proceeds to the Company and its post-listing public float, and must also consider each market's other financial, shareholder-distribution and corporate-governance requirements.[12],[13]
Comparisons among Nasdaq, the NYSE and NYSE American should therefore be conducted at the outset of a transaction, rather than after a Nasdaq application encounters difficulties.
3. Alternative Financing Paths Should Also Be Incorporated into Transaction Planning
If a company's present financing needs or market acceptance are insufficient to support a $25 million Firm Commitment Offering, deferring an IPO does not mean that the company must stop raising capital. Depending on its use of proceeds, stage of development, capital structure and investor needs, the company may consider alternative equity or debt financing paths, including:
• investments by private equity funds, venture capital firms or strategic investors;
• private placements under an available registration exemption under the Securities Act, or offshore offerings to investors outside the United States when the applicable conditions are satisfied;
• interim financing through preferred shares, convertible notes, bank loans, shareholder loans or other debt instruments; and
• one or more private financing rounds before pursuing a public listing after the company's scale, financial performance and market acceptance have improved.
Under the U.S. federal securities laws, every offer and sale of securities must either be registered with the SEC or qualify for an available exemption from registration. Regulation D may provide an exemption for qualifying private offerings to accredited investors or other limited groups of investors. Regulation S provides a safe harbor from registration for qualifying offers and sales outside the United States.[16]
Private equity, debt and hybrid financing instruments do not serve the same functions as a public listing. Privately placed securities are generally subject to investor-eligibility and resale restrictions, and investors may require board representation, veto rights, liquidation preferences, redemption rights or anti-dilution protection. Debt financing, meanwhile, creates interest, repayment and covenant obligations. These arrangements may affect the company's control, capital structure and eventual IPO.
Alternative financing paths should therefore not be viewed solely as fallback options for companies unable to list. For some companies, using private equity or debt capital to fund business growth and entering the public markets after revenue, profitability, corporate governance and the investor base have matured may better serve long-term objectives than forcing an expansion of the proposed IPO.
VII. Conclusion
Nasdaq Rule 5210(l) materially raises the initial listing threshold for companies with prescribed connections to mainland China, Hong Kong and Macau. For a traditional IPO, the $25 million minimum gross-proceeds requirement and the Firm Commitment Offering requirement may determine whether a transaction is feasible. For specified business combinations, Direct Listings and transfers, the new rule also imposes corresponding requirements concerning public-float value, permitted Nasdaq market tier or trading history.
Companies must assess earlier than before whether the rule applies, whether they have sufficient financing capacity, whether underwriters can support the required transaction, and which listing venue and financing path best suit their circumstances. Different exchanges and private financing alternatives impose different admission requirements, serve different financing functions, offer different levels of liquidity and involve different ongoing compliance costs. They cannot be compared by reference to a single minimum dollar threshold.
At the same time, CSRC filing requirements, SEC disclosure obligations, exchange listing standards and the securities laws applicable to private financings must be analyzed separately and coordinated. Companies should also consider whether preferences, redemption rights, control rights or debt arrangements created during financing could affect a future listing structure or regulatory review.
Completing the analyses of rule applicability, market feasibility, listing venue and financing alternatives before incurring substantial restructuring, audit and legal expenses will be an increasingly important means of controlling transaction risk and financing cost.
This article is provided for general informational purposes only and does not constitute legal advice. Any specific transaction should be analyzed in light of the issuer's jurisdiction of incorporation, business operations, ownership structure, financing needs and proposed listing structure.
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If your company is considering a U.S. listing, cross-border financing or a transaction restructuring, please contact DeHeng New York. Taking into account your business, ownership structure, financing needs and timetable, we can assist in analyzing the relevant rules, comparing viable listing venues and financing alternatives, and providing focused advice on applicable U.S. legal issues.
__References __
[1] U.S. Securities and Exchange Commission, Notice of Filing of Amendment No. 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 3, to Adopt Additional Initial Listing Criteria for Companies Primarily Operating in China, Securities Exchange Act Release No. 34-105494, File No. SR-NASDAQ-2025-069 (May 14, 2026), SEC Approval Order; The Nasdaq Stock Market LLC, Nasdaq Rule 5210(l): Special Requirements for Companies Based in China, Hong Kong and Macau (amended May 14, 2026; operative June 14, 2026), Current Nasdaq Rule.
[2] SEC Approval Order, supra note 1.
[3] Nasdaq Rule 5210(l), supra note 1.
[4] Nasdaq Rules 5005(a)(36) and 5210(l)(i), supra note 1.
[5] Nasdaq Rules 5005(a)(35), 5005(a)(38), 5005(a)(46) and 5210(l)(ii), supra note 1.
[6] The Nasdaq Stock Market LLC, Nasdaq Rule 5210(l)(iii) (Special Requirements for Companies Based in China, Hong Kong and Macau), Nasdaq Rule 5210(l); Nasdaq Rules 5315(e)–(f) and IM-5315-1–2 (Global Select Market), Global Select Market and Direct Listing Standards; Nasdaq Rule 5405(a)–(b) (Global Market), Global Market Standards; Nasdaq Rule 5505(a)–(b) and IM-5505-1 (Capital Market), Capital Market Standards.
[7] Nasdaq Rule 5210(l)(iv) and Rules 5405(a)(4) and 5505(a)(5), supra note 1.
[8] Nasdaq Rules 5005(a)(17) and 5210(l)(i), supra note 1.
[9] U.S. Securities and Exchange Commission: ECST Holdings Limited, Amendment No. 5 to Form F-1, filed June 18, 2026, ECST Holdings Form F-1/A; Student Living EduVation (Holdings) Corporation, Amendment to Form F-1, filed June 18, 2026, Student Living Form F-1/A; CALM Chain International Limited, Amendment to Form F-1, filed June 24, 2026, CALM Chain Form F-1/A Filing Index.
[10] U.S. Securities and Exchange Commission, Form RW: MED EIBY Holding; Cloud Data Holdings; Blue-Touch Holdings Group. For the proposed offering terms, see the respective amendments to Form F-1: MED EIBY Holding; Cloud Data Holdings; Blue-Touch Holdings Group.
[11] U.S. Securities and Exchange Commission, Gold Stone Technical Inc., Form F-1; Tino Group Limited, Form F-1.
[12] New York Stock Exchange, Overview of NYSE Initial Listing Standards (Jan. 2026), NYSE Initial Listing Standards Summary.
[13] NYSE American LLC, NYSE American Initial Listing Standards (Apr. 2026), NYSE American Initial Listing Standards.
[14] Hong Kong Exchanges and Clearing Limited, Guide for New Listing Applicants, Guide for New Listing Applicants; Singapore Exchange, Mainboard Rules, Rule 210, SGX Mainboard Rule 210.
[15] China Securities Regulatory Commission, Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, CSRC Announcement [2023] No. 43 (promulgated Feb. 17, 2023; effective Mar. 31, 2023), CSRC Trial Measures.
[16] U.S. Securities and Exchange Commission, Exempt Offerings, SEC Overview of Exempt Offerings; U.S. Securities and Exchange Commission, Offshore Offers and Sales (Regulation S), SEC Regulation S Materials.
[17] The Nasdaq Stock Market LLC, Nasdaq Rules 5315 and IM-5315-1 (Global Select Market), Global Select Market and Direct Listing Standards; Nasdaq Rule 5405 (Global Market), Global Market Standards; Nasdaq Rule 5505 (Capital Market), Capital Market Standards.
[18] U.S. Securities and Exchange Commission, Order Approving a Proposed Rule Change to Modify the Market Value of Unrestricted Publicly Held Shares Requirements, Securities Exchange Act Release No. 34-104450, File No. SR-NASDAQ-2025-068 (Dec. 18, 2025; operative Jan. 17, 2026), SEC Approval Order.
[19] OTC Markets Group, OTC Market Tiers, Overview of OTC Market Tiers. For the additional requirements applicable to a subsequent transfer to Nasdaq, see supra note 1.
