Hexcellence Consulting, Author at Hexcellence Consulting

Kuala Lumpur, Malaysia – On October 31, 2023, a remarkable event brought together industry leaders and visionaries. OTC Markets, an U.S. marketplace for international companies seeking to access U.S. investors, hosted an event, aptly named “OTC Markets: Marketplace for International Companies to Access U.S. Investors.” As the first approved OTC Markets premium provider in Asia, Hexcellence Consulting jointly co-hosting and served as the prime sponsor for this occasion, alongside OTC Markets.

▲ Pathways for Companies Aiming to Enter the U.S. Capital Market

The event focused on three essential pathways for companies aiming to enter the U.S. capital market: Cross-trading, Initial Public Offering (IPO), and Reverse Takeover (RTO). Each of these pathways presents distinct opportunities and challenges for international companies looking to access the vast pool of U.S. investors.

Among the notable guests in attendance was OTC Markets’ Head of APAC Business Development, International Corporate Services, Catherine (Chao) Shang. Her presence underscored the significance of the event and the growing importance of the APAC region in the global investment landscape.

Hexcellence Consulting’s Managing Director, Seah Chia Yee, graced the event with his presence, reaffirming the firm’s commitment to providing advisory services for companies seeking to navigate the U.S. capital markets. He was accompanied by the firm’s Partner, Yee Chee Yong, and Dennis Loh Yee Nam, as well as thier core management team.

The event also welcomed representatives from various organizations, including Agape ATP Corp, Call W Berhad, Capitale Ventures Pte Ltd, Emergence Innovative Sdn Bhd, Esente Advisory, Fin8 Corporate Advisory Sdn Bhd, Gemilang Media Utama Sdn Bhd, Hampstead Pergola Capital Limited, Hueck Capital Sdn Bhd, Proneer Global Sdn Bhd, Vcorp Capital Sdn Bhd, WYNCORP Advisory Sdn Bhd, Zul Rafique & Partners, Marcum Asia CPAs LLP, FirstTrust China Ltd., Semenyih Eco Venture Resort & Recreation Sdn. Bhd., Integrated Gaming Platform, CSH Bakery & Confectionery Sdn Bhd, Sierra Pools, MRCB, and Primus Advisory.

▲ OTC Markets’ Head of APAC Business Development, International Corporate Services, Catherine (Chao) Shang

During the event’s opening speech, Ms. Catherine (Chao) Shang, shared insights on the advantages of Cross-Border Trading. She highlighted the cost-effectiveness of making shares publicly tradable in the U.S., with expenses as low as 1% of what an IPO would entail. This approach carries no additional legal risks, compliance burdens, or accounting complexities. Moreover, it enhances company valuation and trading liquidity while expanding the U.S. investor base.

Supporting these insights, data from the Oxford Metric Study provided convincing evidence for companies to explore Cross-Trading on OTC Markets. The study revealed a marked surge in share valuation within the OTC QX market and a substantial uptick in trading volume, both in the U.S. and the companies’ respective home markets. Furthermore, this strategy has proven to broaden the shareholder base and strengthen corporate presence in the U.S.

▲ Managing Partner of Hexcellence Consulting, Seah Chia Yee

Following Ms. Catherine (Chao) Shang’s enlightening speech, Hexcellence Consulting’s Managing Partner, Seah Chia Yee, took the stage to elaborate the processes and challenges associated with two other listing pathways: Initial Public Offering (IPO) and Reverse Takeover (RTO). He also pointed out the main differences between these approaches. Mr. Seah Chia Yee highly recommended Small and Medium Enterprises (SMEs) to consider uplisting to OTCQB and OTCQX. This strategic move can enhance liquidity and boost their visibility to a global investor audience, providing SMEs with a valuable opportunity for growth and success.

As a Southeast Asia consulting firm, our primary objective is to establish valuable connections between local businesses and the global financial market. Nestled in the heart of Southeast Asia, we’ve have witnessed the emergence of numerous promising companies venturing into the international financial arena. With our team of professionals, which includes legal experts, financial advisors, and communication specialists, we are fully confident in our ability to offer comprehensive assistance to these companies. Our mission is to guide them through the processes of listing and fundraising, supporting their growth and success in the global market.

▲ CEO, Director of Marketing & Founding Partner of Esente Advisory, Dr. Darren Wong

▲ Senior Partner of Marcum Asia CPAs LLP, Jason Tang

In the subsequent discussion, Dr. Darren Wong, the CEO, Director of Marketing, and Founding Partner of Esente Advisory, has emphasized the crucial role of investor relations (IR) for publicly listed companies. He made a simple yet essential point: companies that actively engage with their investors tend to see higher stock prices compared to those that don’t prioritize IR. Dr. Wong’s insights highlight how investor relations significantly impacts a company’s overall performance and success.

Next up, Jason Tang, a senior partner at Marcum Asia CPAs LLP, shared important insights about the difficulties companies face when trying to list on U.S. Capital Markets, especially in relation to accounting standards. Mr. Tang explained the complex challenges and problems that businesses encounter when they need to meet the strict U.S. accounting standards. This information sheds light on the crucial financial aspects that companies need to deal with when thinking about listing on these markets.

Overall, this event marks a significant advance in enhancing understanding and access to U.S. capital markets for international companies. It served as an active hub for knowledge exchange, fostering valuable connections and offering invaluable insights to all attendees.

PANEL SESSION

NETWORKING SESSION

On August 23, 2023, VNG Limited (“VNG” or the “Company”) submitted its initial public offering (“IPO”) application to the U.S. Securities and Exchange Commission (“SEC”), positioning the company for a listing on the Nasdaq. According to documents filed by VNG with the SEC, the company plans to offer approximately 21.7 million shares in the IPO. However, the fundraising size and the offering price have yet to be determined.

VNG’s diverse business operations encompass gaming, music sharing, information services, streaming, news portals, and mobile payment solutions. Notably, the company owns Zalo, a social communication platform that outpaced Meta’s FB Messenger in 2020, making it Vietnam’s top chat app with an impressive 75 million monthly active users.

As a Vietnamese unicorn company, VNG has received significant investments, primarily from Tencent Holdings Ltd (HKG: 0700), the Chinese tech giant. Other notable shareholders include B Capital Group, led by Facebook co-founder Eduardo Saverin, Mirae Asset Financial Group under Hyeon Joo Park, and Singaporean state-linked investment firms GIC Limited and Temasek Holdings Limited.

VNG’s IPO closely follows the recent listing of VinFast (NASDAQ: VFS) in the U.S., once again signifying Vietnam’s growing presence in the global tech industry. These developments highlight Vietnam’s increasing influence on the global tech innovation stage, offering both opportunities and challenges for companies in the region.

On August 23, 2023, Arm Holdings (“Arm” or the “Company”), the UK-based chip design company, formally submitted its Initial Public Offering (“IPO”) prospectus to the NASDAQ stock exchange. Arm’s significance in the world of semiconductor intellectual property (IP) is undeniable; its technology powers a remarkable 95% of smartphones globally, including both iPhones and most Android devices. In addition, Arm’s influence stretches far beyond the devices we hold in our hands.

▲ Rivian Automotive (NASDAQ: RIVN)

Although the IPO prospectus doesn’t reveal the exact terms of the stock sale, leaving its valuation undetermined, experts speculate that Arm could be valued as high as US$60 to $70 billion. If the IPO proceeds as planned, this valuation will make it the largest IPO since Rivian Automotive (NASDAQ: RIVN) raised a staggering US$13.7 billion in October 2021.

▲ Arm Holdings’ CEO, Rene Haas

At present, Arm is actively engaging with potential investors, with plans to go public in September 2023. The Company holds strong confidence in its potential to further enhance its enterprise value. Rene Haas, Arm’s CEO, emphasized in an interview that the Company’s focus is on expanding into various markets, particularly addressing the recent slowdown in the smartphone sector, and venturing into advanced computing areas, including chips for data centres and artificial intelligence applications.

On August 15, 2023, VinFast Auto Ltd. (NASDAQ: VFS), a Vietnamese electric vehicle company owned by Vietnam’s wealthiest individual, Pham Nhat Vuong, successfully merged with Black Spade Acquisition Co., a special purpose acquisition company under the stewardship of Lawrence Ho Yau Lung and was successfully listed on the NASDAQ stock market. On its debut trading day, VinFast’s stock price increased by an astonishing 254.64%, briefly propelling its market capitalization to approximately $86.05 billion, solidifying its leading position in the Vietnamese electric vehicle sector.

▲ VinFast’s CEO, Le Thi Thu Thuy

During the bell-ringing ceremony, VinFast’s CEO, Le Thi Thu Thuy, expressed optimism, stating, “Listing on the U.S. capital market represents a monumental achievement for us. This listing opens doors to our future engagement with the capital market.” Today’s success not only highlights VinFast’s commitment to sustainable global mobility but also presents opportunities for expanding its presence in the capital market and future growth.

As VinFast expands beyond Vietnam, the company is preparing to unveil three innovative vehicle models. Concurrently, VinFast’s factory in North Carolina, USA, has begun operations, marking a significant step in the company’s global expansion and the development of its North American supply chain.

It’s worth noting that prior to VinFast, the only Vietnamese company to enter the U.S. capital market was Cavico Corp (“Cavico”). Cavico achieved Nasdaq listing status with the ticker symbol CAVO on September 18, 2009. Regrettably, Cavico was delisted from Nasdaq less than two years later due to non-compliance with disclosure requirements. Since then, no Vietnamese company has managed to penetrate the U.S. market successfully.

VinFast’s successful entry into the U.S. market not only signifies their remarkable achievement but also serves as an inspiration for other Vietnamese enterprises seeking international expansion. This accomplishment challenges the notion that Vietnamese companies cannot thrive in foreign markets, offering boundless possibilities for those aspiring to follow in VinFast’s footsteps.

“Uplisting” is a global practice where companies, whether foreign or domestic, move their stocks from being quoted on alternative trading platforms like the OTC Markets, TSX, or ASX to major stock exchanges like the NASDAQ or NYSE. This transition is sought after by micro or small cap companies as it provides several advantages such as increased market visibility, improved credibility, and the ability to attract institutional investors.

However, company leaders should be cautious of potential pitfalls that could come with uplisting. While the excitement of surging stock prices may be enticing, it is important to note that being listed on a major exchange also exposes companies to increased scrutiny and higher regulatory requirements. Failure to meet these requirements can lead to delisting, which could have severe consequences for the company’s reputation and financial stability.

The Basics of Uplisting

Uplisting refers to the process where a company’s stock uplist from trading on an alternative stock exchange to a major one, such as moving from OTC Markets or a small international exchange to the Nasdaq or NYSE. This event is sometimes likened to a second initial public offering (“IPO”) because it opens up the company to a larger pool of potential investors and can lead to increased trading volume.

Uplisting to a higher-tier exchange is generally seen as a positive development for businesses as it provides opportunities for growth and expansion. A total of 9 companies which operate in 4 different sectors made up the 2023 Q1 class of uplisted companies.

However, the uplisting process does come with its challenges. Companies may face increased regulatory scrutiny and must meet strict listing rules set by the exchanges, such as the Nasdaq uplisting requirements and the Securities & Exchange Commission (“SEC”) guidelines. These rules often encompass criteria like minimum share price thresholds, financial performance standards, and corporate governance requirements.

The Reasons Why Companies Uplist

Companies have various motivations for uplisting their stocks to larger, official exchanges. Two real-life examples illustrate these reasons.

▲ Fubotv Inc. (NYSE: FUBO)

1. Fubotv Inc.
At the beginning of 2020, FuboTV’s shares were trading at $9.58. However, during the COVID-19 outbreak and the subsequent market crash, the company’s stock price dropped. As the market started to rebound, FuboTV’s stock gradually recovered, reaching $22 per share in May. To further enhance the company’s visibility and capitalize on the momentum of the broader market, FuboTV decided to uplist from the OTC to the NYSE in October 2020. The uplisting contributed to a significant increase in the stock price, aligning with FuboTV’s growth strategy and ambitions to differentiate itself from competitors and improve liquidity.

▲ Hertz Global Holdings Inc. (NASDAQ: HTZ)

2. Hertz Global Holdings Inc.
In the summer of 2021, Hertz officially emerged from bankruptcy, benefiting from increased demand for rental vehicles during the summer holidays and the return to domestic travel. The company’s stock on the OTC market surged nearly 600% in a year as investors hoped for an uplisting. Responding to its rapid success and to perpetuate further growth, Hertz uplisted its stock to the Nasdaq by summer 2021. By doing so, Hertz aimed to access a larger pool of investors, as it had outgrown the limitations of the OTC markets.

Risk Considerations for Uplisting Companies

Not all public companies are able to successfully uplist, and some may be forced to move to a different exchange involuntarily if they fail to meet financial or regulatory requirements. For major exchanges like the NYSE and Nasdaq, there is a minimum stock price that companies must maintain, and a business may face delisting if any of its stocks fall below $1 for 30 consecutive days. An example of this is Long Blockchain Corp., which had its shares delisted by US regulators after failing to file financial reports for an extended period.

The uplisting process can present challenges for businesses, including meeting new requirements such as minimum share prices, financial reporting deadlines, robust reporting practices, and governance standards. Failure to comply with these obligations can lead to delisting or legal disputes. Companies may also face pressure to consistently deliver positive results, meet growth targets, and satisfy the demands of investors. Like other public companies, those undergoing uplisting also face management liability, new exposures, and heightened public scrutiny.

To mitigate these risks, OTC Markets-listed companies considering uplisting should have directors and officers (D&O) insurance. This insurance is crucial as directors and officers can be sued by shareholders, competitors, or investors, putting their personal assets at risk. D&O insurance protects the company’s leadership from personal financial loss and lawsuits alleging wrongful acts or mismanagement of corporate assets.

Uplisting from OTC Markets to major exchanges like Nasdaq can offer numerous benefits, but the process can be complex and challenging. While some companies manage to uplist without external assistance, it can be costly and time-consuming. Thorough research and careful planning are essential before making the move to ensure the company is adequately prepared and aware of the coverage needed to navigate potential risks successfully.

Our Previous Successful Uplisting Case

Addentax Group Corp. (NASDAQ: ATXG)

On July 24, 2023, BioNexus Gene Lab Corp. (“BioNexus” or the “Company”) (Nasdaq: BGLC), a Kuala Lumpur-based emerging firm involved in selling chemical raw materials and pioneering safe, effective, and non-invasive liquid biopsy tests for early diagnosis and personalized health management, successfully uplisted from OTC Markets to the esteemed Nasdaq Capital Market, becoming the first Malaysian company to join Nasdaq through uplisting.

BioNexus completed its IPO, pricing its shares at US$4.00 each, which resulted in total gross proceeds of US$5.75 million. The Company’s units have been trading on the Nasdaq stock exchange since July 20, 2023, under the ticker symbol “BGLC.”

Apart from BioNexus Gene Lab Corp., there are currently four other Malaysian companies that have successfully listed on Nasdaq through conventional IPOs since August 23, 2022. The increasing number of Malaysian companies opting to list on Nasdaq reflects the confidence and attractiveness of the US market for international firms seeking global exposure and access to a wide investor base. This trend highlights the strong potential and competitiveness of Malaysian businesses in various industries, as well as their ability to meet the stringent listing requirements and regulatory standards set by Nasdaq.

About Uplisting

Uplisting refers to the process where a company already listed on stock exchange (such as OTC Markets or the Pink Sheets) decides to move its shares to a major stock exchange, like the Nasdaq or New York Stock Exchange (NYSE). Uplisting typically occurs when the company meets the specific listing requirements of the larger exchange, including higher financial standards, a certain minimum share price, and increased reporting and compliance obligations.

We have been receiving numerous inquiries from individuals interested in understanding the process of listing on NASDAQ exchange and obtaining a listing code, as well as the associated costs and significance of such a move.

The NASDAQ main board is known for its stringent regulatory oversight by the U.S. Securities and Exchange Commission (“SEC”), the exchange itself, and the Public Company Accounting Oversight Board (“PCAOB”). Among the critical stages of listing is the financial audit, which goes beyond mere financials to encompass rigorous due diligence on legal and operational aspects. Listing in the U.S. requires adherence to International Financial Reporting Standards (“IFRS”), setting it apart from the accounting practices of many smaller businesses.

Obtaining a NASDAQ listing code may not be overly complex, but navigating the SEC and NASDAQ inquiry process can be intricate. The listing journey involves transforming a company’s equity assets into tradable securities, and as such, it requires rigorous due diligence to safeguard investor interests and build market trust. A successful listing opens up new opportunities for trading, financing, and expansion, potentially leading to increased valuation and the possibility of mergers and acquisitions.

However, it is essential to clarify that acquiring a NASDAQ listing code does not equate to a successful listing; rather, it is just one step in the overall process. True success is achieved when a company successfully navigates SEC and NASDAQ inquiries, gains listing approval, and commences trading.

Key Steps in the NASDAQ Listing Process

To achieve legal compliance, stable operations, and fulfil listing requirements, it is imperative for the company, especially newer ones, to undertake a comprehensive financial “clean-up” process. This involves standardizing financial reporting and engaging a team of seasoned professionals, including U.S. lawyers, Cayman lawyers, U.S. auditors, brokers, and broker lawyers, to meticulously draft the prospectus.

The prospectus should encompass essential aspects, starting with a well-crafted introduction, followed by a comprehensive business overview, including a detailed explanation of the business model. The financial section must include audited financial data for at least two periods, accompanied by audit reports.

Apart from financials, the prospectus should also encompass a thorough explanation of the company’s structure and legal considerations, including compliance with both Malaysian and U.S. laws, ensuring transparent and detailed disclosures throughout. Professional guidance firms play a crucial role in coordinating various intermediaries to successfully submit the initial version of the prospectus to the SEC.

Companies have the option to choose between confidential and public submission methods. Confidential submission restricts access to the disclosed information solely to the SEC, while public submission makes the information accessible to anyone with internet access via the SEC’s official website.

However, it is essential to emphasize that the prospectus should adhere strictly to all regulatory requirements. Mere disclosure of information does not guarantee listing; the company must be prepared to undergo rigorous SEC and NASDAQ inquiries, secure listing approval, and successfully complete the initial public offering (IPO) financing for a successful listing.

Potential Pitfalls with Non-Standard Listing Approaches

Opting for a NASDAQ code before focusing on standard prospectus disclosure may cause delays and increased communication, time, and cost in subsequent steps.
Even with public transparency, insufficient information disclosure and poor response to SEC inquiries can hinder the listing process, prolonging time and increasing costs.
Regardless of where the listing takes place, drafting the prospectus with great care is crucial because listing is a significant undertaking.
The SEC requires timely and comprehensive responses to inquiries. Failure to provide complete information may lead to multiple queries, potentially hindering the listing process.

Hence, it is crucial for companies seeking to list on NASDAQ to ensure a high level of standardization when submitting their initial documents to the SEC. Opting for public transparency should not compromise the meticulousness and regulatory compliance of the disclosed information, as adherence to standardization forms the bedrock of a successful listing process!

Indeed, the entire process of going public requires careful planning and seeking assistance from professional teams to ensure adherence to standard procedures The significance of well-structured prospectuses and transparent disclosure cannot be overstated, and our experience with multiple successful cases empowers us to facilitate a smoother listing journey. Let us always bear in mind that going public is a serious endeavour, and it is only through rigorous processes and thorough evaluations that a company can achieve success in listing on NASDAQ.

Learn More about Nasdaq Listing:

On May 16, 2023, Techtronic Industries Co. Ltd. (“TTI” or the “Group”) (SEHK: 669, OTCQX: TTNDY, TTNDF) announced that it has qualified to trade on the OTCQX Best Market, upgrading from PINK market. This achievement sets a significant milestone for the company as it becomes the first Hang Seng Index company, with a market capitalization approximately of HK$ 20.4 billion, to voluntarily cross-trade in the OTC market.

By qualifying for the OTCQX Best Market, TTI has met rigorous financial standards, adhered to best practice corporate governance, and demonstrated compliance with applicable securities laws. These streamlined market standards enable the company to leverage its home market reporting, ensuring that its information is readily accessible to investors in the United States.

Mr. Joseph Galli, CEO of TTI, commented, “We are delighted to begin trading on the OTCQX market. Hong Kong remains the domicile of TTI’s primary exchange listing, but this new development will add greater liquidity to both our ordinary shares and our ADR program, while making the stock more accessible to a broader global investment community.”

About Cross-Trading

Cross-Trading is an approach offered by OTC Markets that allows companies to enhance liquidity in both their domestic and international markets through cross-trading on the OTCQX or OTCQB platforms.

About TTI

TTI is a global leader in cordless technology, offering a comprehensive range of professional tools, DIY tools, and outdoor power equipment. The company’s portfolio includes renowned brands such as MILWAUKEE, RYOBI, AEG, EMPIRE, HOOVER, VAX, DIRT DEVIL, and ORECK. The group is founded in 1985 and listed on The Stock Exchange of Hong Kong Limited in 1990.

TTI is highly regarded in the industry and is a constituent stock of several prominent indexes, including the Hang Seng Index, Hang Seng Corporate Sustainability Benchmark Index, FTSE RAFITM All-World 3000 Index, FTSE4Good Developed Index, and MSCI ACWI Index. The company’s commitment to advancing cordless technology, coupled with its strong emphasis on environmental, social, and corporate governance standards, has propelled it to the forefront of its industries.

On June 30, 2023, Bukit Jalil Global Acquisition 1 LTD (“BUJAU” or the “Company”) (NASDAQ: BUJAU), a special purpose acquisition company (“SPAC”) headquartered in Kuala Lumpur, Malaysia, successfully made its debut on the Nasdaq. BUJAU announced the completion of its initial public offering (IPO), raising US$57.5 million by issuing 5,750,000 units at a price of US$10 per unit. The units have been trading on the Nasdaq stock exchange since June 28, 2023, under the ticker symbol “BUJAU.”

BUJAU is sponsored by Bukit Jalil Global Investment Ltd., the company aims to engage in business combinations with one or more businesses or entities through mergers, stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations. The company is actively seeking a potential target business, without any specific industry or geographic limitations.

Although BUJAU has not yet identified its target industry, its focus will be on emerging growth companies that already generate or have the potential to generate cash flows. Neil Foo, the Chairman and Director of BUJAU, “We have certain targets in mind, such as asset-light, tech, and healthcare companies. We will broadly consider companies that have an asset-light structure, strong management and technology, particularly those with high growth potential and significant market opportunities.” By going public through a SPAC, the company gains access to more international options.

BUJAU is not the first ever Malaysia-based SPAC in the market. Prior to BUJAU, there were others Malaysian-based SPACs listed on Nasdaq, such as Fellazo Inc. (“Fellazo”) (NASDAQ: FLLCU), which conducted its IPO in July 2019. However, Fellazo was unable to secure a qualified business combination or asset injection within the designated timeframe and was subsequently delisted.

Additionally, Kairous Acquisition Corp. Ltd. (“Kairous”) (NASDAQ: KACLU) is listed in December 2021 and has recently announced a one-month extension for the completion of a business combination from July 16, 2023, to August 16, 2023. The purpose of the extension is to provide time for Kairous to complete a business combination.

▲ Hexcellence Team with Catherine (Chao) Shang (middle), Head of APAC Business Development, International Corporate Services at OTC Markets Group

On June 28, 2023, Hexcellence Consulting was invited to attend the Hong Kong Investor Relations Awards (HKIR Awards) Event, at the Grand Ballroom, Conrad Hong Kong. This event was a prestigious gathering that recognized excellence in investor relations, and it provided us with an excellent opportunity to showcase our dedication to staying updated on the latest rules and regulations governing the US capital market.

▲ Executive Vice President & Director of OTC Markets Group / OTC Markets Group International Ltd, Jason Paltrowitz

One of the event’s highlights was the informative speech by Jason Paltrowitz, the Executive Vice President & Director at OTC Markets Group/OTC Markets Group International Ltd. During his speech, Mr. Paltrowitz emphasized the importance of choosing the US capital market and shared valuable insights into recent regulatory updates. His expertise and understanding of market dynamics align perfectly with our commitment to continuously expanding our knowledge to better serve our clients.

As the first ever OTC Markets Premium Provider in Asia Pacific, we believe that keeping up with the ever-changing rules and regulations of the OTC Market is crucial for successfully assisting our clients in listing on the US capital market. We take pride in our ability to stay informed about the latest market trends, enabling us to guide our clients through the complexities of the capital market and provide them with tailored advice that is accurate and reliable.

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