About Gold Box Enterprise Management Group
Golden Box Group is a leading professional financial consulting firm in China specializing in global corporate capitalization. With years of experience in the overseas listing sector, it focuses on three core capitalization pathways: US SPAC listings, Hong Kong reverse takeovers, and US OTC reverse takeovers. The group boasts a mature cross-border compliance system, a vast reserve of shell companies, and abundant intermediary and industrial capital resources, serving companies across all sectors including new energy, hard technology, healthcare, modern services, cross-border supply chains, and new consumption. Leveraging its extensive experience in successfully facilitating overseas listings for dozens of Chinese companies from 2024 to 2025, Golden Box Group provides a one-stop closed-loop service encompassing listing path diagnosis, customized solutions, compliance guidance, transaction implementation, and post-listing capital operations, helping private enterprises efficiently and compliantly access global capital markets.
Against the backdrop of increasingly stringent traditional IPO reviews and lengthened cycles, three main paths have emerged for Chinese companies seeking overseas capitalization: US SPAC listings, Hong Kong reverse takeovers, and US OTC reverse takeovers. Compared to traditional IPOs, these three models offer advantages such as shorter cycles, higher certainty, and more flexible structures, making them core alternatives for private growth companies, technology companies, and manufacturing companies seeking overseas listings. Based on numerous practical cases from 2024-2025, Jinhe Group provides a comprehensive breakdown of the definitions, differences, processes, compliance requirements, and real-world examples of these three overseas listing models, offering companies actionable capitalization decision-making guidance.
I. SPAC Listing Path Analysis: The Third Listing Method in the US Capital Market
Financial Advisory Capital Markets Solutions
SPAC (Special Purpose Acquisition Company), also known as a blank check company, is a unique new type of listing entity in the US capital market. Its core purpose is to acquire high-quality real-world companies and help the target companies quickly complete their listing on the US stock market's main board.
1. Definition and essence of SPAC pattern
SPAC itself is a publicly listed company that has completed a US IPO . It has only cash assets and no actual business operations, making it a pure listed shell platform. Its core logic is: first, create a shell company, raise funds publicly, and then use escrow services to acquire the real company, enabling the non-listed high-quality company to achieve an indirect main board listing, while simultaneously obtaining SPAC escrow funds .
SPACs represent a third listing method in the US capital market, distinct from traditional IPOs and reverse takeovers. Traditional IPOs involve companies directly applying for listing, and traditional reverse takeovers involve acquiring existing listed companies. SPACs, however, involve first creating a compliant cash shell and then acquiring the actual company, representing a completely new capitalization path.
2. Core differences between the three listing models on the US stock market
Direct IPO (Hard Mode) : Companies submit their listing applications directly to the SEC. The review process is cumbersome, the disclosure requirements are extremely high, and the overall cycle can take 12 to 18 months. The listing price is entirely affected by secondary market sentiment and the overall US stock market performance, and the window period is extremely unstable.
Traditional backdoor listing : Acquiring shares of an existing listed company to obtain listing status generally carries risks such as hidden debts of the shell company, historical compliance issues, complex equity structure, numerous regulatory restrictions, and limitations on subsequent capital operations.
SPAC Listing (Highly Efficient and Preferred Model) : Connects with SPAC listing entities that have completed fundraising and are compliant and clean. Listing is completed through De-SPAC business mergers. The overall listing cycle is only 3 to 6 months. It can directly list on Nasdaq or NYSE main boards, which is currently one of the most efficient main board listing paths for Chinese companies in the United States.
3. Core Advantages of SPAC
Controllable and Lock-in Valuation : The transaction valuation is determined through two-way negotiations between the company and the SPAC sponsor, and is not affected by secondary market fluctuations. The final transaction valuation can be locked in by signing the merger agreement, completely avoiding the risks of IPO pricing failure and valuation shrinkage.
The certainty of listing is extremely high : the intention to list is locked in by a formal business merger agreement, and it is not affected by market conditions, IPO suspension, or stricter review. The success rate is far higher than that of traditional IPOs.
The listing cycle is significantly accelerated : there is no need to apply for an IPO from scratch. By relying on a mature listed shell company to complete the merger, the main board listing can be completed in 3 to 6 months.
The financing structure is highly flexible : it supports PIPE private placement capital increases and sets up Earn-outs performance-based incentive mechanisms. The equity structure and financing scale can be customized according to the company's revenue, profit and growth expectations to achieve over-fundraising.
Top-tier resources empower enterprises : SPAC initiators are mostly top international investment banks, industry funds, and leading teams in the industry, which can provide enterprises with strategic endorsement, industry resources, institutional investor channels, and overseas compliance governance systems.
4. Complete SPAC listing process
Phase 1: SPAC Establishment and IPO Fundraising
A SPAC is established by industry veterans or industry initiators, submits an S-1 registration document to the U.S. SEC, and completes a public listing and fundraising on Nasdaq or the NYSE. All funds raised are deposited in a third-party trust account and can only be used for subsequent M&A transactions. The statutory lifespan of a SPAC is 18 to 24 months, during which time the target acquisition must be completed.
Phase Two: De-SPAC Business Merger Implemented
The process involves screening and identifying high-quality target entities, signing a formal business merger agreement with BCA, submitting S-4/F-4 merger review documents to the SEC, completing the PCAOB international audit, obtaining approval from both the SPAC shareholders and the target company shareholders' meetings, and finally completing the closing, changing the stock ticker, and officially listing on the main board.
The core nodes of the overall process are clear: SPAC completes IPO fundraising, locks in the acquisition target, SEC reviews the merger materials, shareholders' meeting approval, closing and listing, and the merger stage only takes 3 to 6 months.
5. Classic SPAC Implementation Cases
Faraday Future : It merged with PSAC (Plain Check Company) and officially listed on Nasdaq in July 2021; in January 2026, BlackRock significantly increased its stake, and in February 2026, it completed a multi-million dollar stock purchase agreement, successfully achieving corporate survival and capitalization through the SPAC route.
Oak Woods and Huajin (China) Holdings Limited : In August 2023, they signed a merger agreement with an overall transaction valuation of US$250 million. The target company is Shaanxi Qianxiang Health Technology, which is a typical Chinese SPAC case in the big health industry.
6. Retrospective on the successful implementation of Chinese concept stock De-SPACs in 2024–2025
6. A Retrospective of Successful De-SPAC Launches of Chinese Companies in 2024–2025 (Full List | Complete Timeline + Company Details)
2024–2025 marked a mature and successful period for Chinese companies listing on US SPACs . A total of 15 Chinese companies successfully completed their De-SPAC listings over those two years , covering major sectors such as hard technology, new energy, healthcare, modern services, cross-border finance, and computing power technology. The stable number of successful listings and broad industry coverage thoroughly validated that SPACs have become a standardized and mainstream capitalization path for Chinese companies seeking to list on US stock exchanges. The following is a detailed breakdown of all successful cases from the two years:
2024 De-SPAC landing cases of Chinese companies listed in the US (7 in total, sorted by listing date)
1. SEMILUX (stock code: SELX.O), listed on Nasdaq on February 15, 2024, mainly engages in the research and development of LiDAR and autonomous driving perception solutions, serving the commercialization of intelligent driving and intelligent cockpit, belonging to the core track of automotive hard technology.
2. Lotus Technologies (stock code: LOT.O), officially listed on February 23, 2024, is a high-end intelligent electric mobility technology company under Geely, focusing on the R&D of luxury pure electric vehicles, vehicle intelligence, and the R&D of three-electric system technology. The valuation of this SPAC transaction reached US$5.4 billion, making it the largest Chinese SPAC case in 2024.
3. BITFUFU (Stock Code: FUFU.O), completed its De-SPAC merger and listing on March 1, 2024. Its main business is cryptocurrency computing power services, mining machine operation and maintenance, and distributed computing power cluster construction, focusing on the global digital computing power and blockchain infrastructure track.
4. Dashu Cloud (stock code: DSY.O), listed on Nasdaq on June 7, 2024, is a Shenzhen-based personal care technology company. Its core products are disinfection-grade feminine hygiene products, focusing on the health disinfection and functional feminine care market. The overall valuation of this SPAC is US$500 million.
5. Lihang International (stock code: PSIG.O), which was listed on July 19, 2024, mainly engages in international freight forwarding, cross-border logistics and supply chain transportation services, covering multimodal transport by sea, land and air, and serving the supply chain system of foreign trade cross-border enterprises.
6. Baird Medical (stock code: BDMD.O), officially listed on the US stock market on October 3, 2024, focuses on the research and development and production of medical devices. Its core technology is microwave ablation medical equipment, which is widely used in minimally invasive tumor treatment and clinical ablation diagnosis and treatment scenarios.
7. Epeng Energy (stock code: ELPW.O) completed its De-SPAC listing on November 22, 2024. Its main business is lithium battery R&D and manufacturing, energy storage system integration, and new energy supporting power equipment, which are suitable for residential energy storage, industrial and commercial energy storage, and new energy supporting scenarios.
2025 De-SPAC landing cases of Chinese companies listed in the US (8 in total, sorted by listing date)
1. FST (stock code: KBSX.O), listed on Nasdaq on January 17, 2025, focuses on comprehensive business services, enterprise digital empowerment, and business support consulting services, providing supporting solutions for the globalization of SMEs.
2. DCX (stock code: DCX.O), which was listed on January 23, 2025, focuses on crypto financial technology, digital asset supporting services, and cross-border digital financial technology research and development, and belongs to the emerging financial technology sector.
3. Jiayou (stock code: GMHS.O), officially listed on January 27, 2025, mainly engaged in the research and development, publishing and operation of mobile casual games, covering the global casual mobile game market.
4. WEBULL (stock code: BULL.O), completed its De-SPAC listing on April 11, 2025. It is a leading domestic internet brokerage firm, mainly engaged in overseas digital securities brokerage, online trading services, and global investment and wealth management services. It is a benchmark SPAC listing case in financial technology.
5. TGE (stock code: TGE.N), listed on the US stock market main board on June 5, 2025, is deeply involved in cultural consumption, trendy cultural and creative industries, and new consumption scenario operations, focusing on the consumption culture industry of young people.
6. Skechers (stock code: SCAG.O), listed on June 30, 2025, is a Nanjing-based new energy technology company. It focuses on new energy heavy truck solutions and electronic fuel technology research and development, which are widely used in mining transportation, trunk logistics and clean energy heavy truck scenarios. The opening price was US$11.69.
7. YOUL International (stock code: YOUL.O), officially listed on Nasdaq on July 10, 2025, is a leading domestic blue-collar human resources and vocational education company, covering blue-collar recruitment, skills training and industrial logistics services. This time, it raised US$27 million in PIPE financing, which is a benchmark SPAC project to be implemented in compliance with regulations in 2025.
8. POLIBELI (stock code: PLBL.O), completed its de-SPAC merger and listing on August 8, 2025. Its main business is global cross-border B2B supply chain services, cross-border commodity circulation, and international supply chain integration, serving the upstream and downstream of the foreign trade cross-border industry.
Based on data from the past two years, it is evident that the SPAC listing model is no longer limited to a single sector. It can be applied to hard technology, new energy, healthcare, consumer goods, fintech, and modern service industries. With a high success rate, strong industry inclusiveness, and a mature implementation system, it has become the core mainstream path for high-quality private enterprises in China to list on the US main board.
7. In-depth analysis of benchmark cases: YOUL.O International
Yulan International, a leading domestic provider of blue-collar human resources and vocational education, originally planned a Hong Kong IPO but later adjusted its capital strategy, shifting to a US SPAC (Special Purpose Acquisition) route. In May 2024, it signed a BCA (Binary, Acquisition, and Construction) merger agreement with the SPAC entity Distoken. In February 2025, it completed its overseas listing filing with the China Securities Regulatory Commission (CSRC), completely overcoming domestic compliance barriers. The project also included a $27 million PIPE (Public-Private Partnership) financing round at $10 per share. The transaction was completed in July 2025, and the company officially listed on Nasdaq, holding its official Nasdaq bell-ringing ceremony that same month. This project, from signing the merger agreement to final listing, took only 14 months, making it a benchmark case for the efficient and compliant implementation of Chinese SPACs in recent years.
In addition, Lotus Technologies completed its SPAC listing with a valuation of $5.4 billion, the largest Chinese company listing in two years; consumer and new energy companies such as Dashu Cloud and Skechers have also successfully listed on the US stock market main board through SPACs.
II. A Complete Analysis of Backdoor Listings in Hong Kong Stock Markets
Gold Box — Building capital channels for enterprises
A Hong Kong-listed shell company specifically refers to a publicly listed company that has a Hong Kong Stock Exchange listing status but whose original business has shrunk, has meager revenue, weak profitability, or is essentially defunct. The core value of a shell company is not its business or assets, but rather the premium of its Hong Kong listing license. Companies achieve indirect Hong Kong listing by acquiring control of the shell company, clearing out non-performing assets, and injecting their own high-quality businesses in stages.
1. Core Advantages of Backdoor Listings in Hong Kong
Compared to the traditional 1-2 year IPO review cycle in Hong Kong, the overall completion cycle of a reverse takeover plus asset injection is only 6-9 months, significantly shortening the capitalization period. By securing control through a major shareholder's agreement transfer, the risks of IPO rejection or delays due to inquiries from the Hong Kong Stock Exchange are completely avoided, resulting in extremely high certainty of listing. Successful completion provides access to an international capital market platform, enhances the company's global brand credibility, and broadens its channels for overseas financing, bond issuance, and equity financing.
2. Differences in motherboard and GEM board casing resources
The overall price range for shell companies listed on the Hong Kong Stock Exchange's main board is HK$300 million to HK$600 million. These shells enjoy ample liquidity in the secondary market and high institutional recognition, making them suitable for mature companies with stable revenue and large scale. Shell companies listed on the GEM board are priced between HK$100 million and HK$200 million, with lower costs and lower approval thresholds. However, overall trading volume is weak, and upgrading to the main board requires additional compliance procedures, making them more suitable for high-growth startups.
3. Composition of the value of Hong Kong-listed shell companies
In Hong Kong stock market shell company transactions, the listing license premium accounts for 60%, book net asset value accounts for 15%, the value of the original residual business accounts for 15%, and the costs of shell company cleanup, compliance rectification, and legal and financial matters account for 10%. Overall, the core expenditure in shell company acquisition costs is all for obtaining listing qualifications.
4. Core Regulatory Compliance Framework
Chapter 14 of the Hong Kong Stock Exchange Listing Rules strictly regulates the tests for major and very major acquisitions; the anti-takeover RTO rules strictly prohibit companies from circumventing IPO reviews through phased capital injections; the Hong Kong Takeovers Code stipulates that the acquisition of 30% or more of the voting rights of a listed company must trigger a general offer by all shareholders without a whitewash exemption from the Securities and Futures Commission. Meanwhile, the Hong Kong Stock Exchange strictly regulates companies with cash assets, and shell companies with only cash and no business face the risk of suspension or delisting.
5. The core difference between buying a shell company and using a reverse takeover (RTO)
A typical acquisition of a shell company does not constitute a reverse takeover. If the company acquires control and does not violate any of the five key performance indicators (RTO) within 36 months, and retains its original core business, it does not require a new IPO review process; the procedure is simpler and the risk is lower. However, once control changes, if any of the five key indicators—assets, consideration, profits, revenue, or share capital—exceeds 100%, the Hong Kong Stock Exchange will classify it as a reverse takeover (RTO), equivalent to a new IPO application, requiring a complete re-evaluation of its financials, compliance, and business operations. Asset injections with indicators between 25% and 100% do not constitute an RTO, but prior approval from the Hong Kong Stock Exchange is still necessary.
6. Core Requirements for Cleaning Exemption
To be exempt from a mandatory takeover offer, a shell company must meet a survival test, proving that it is on the verge of liquidation and relies on new shareholder injections for survival. The Securities and Futures Commission (SFC) has extremely strict approval processes, and non-rescue-type transactions are virtually impossible to pass. Furthermore, independent shareholders must approve the transaction, and a minimum public float of 25% must be maintained throughout the process; otherwise, trading will be suspended.
7. Implementation process of Hong Kong stock market reverse takeover standards
First, the selection of shell companies and commercial due diligence are completed, and letters of intent are signed. Then, in-depth financial, legal, and compliance due diligence are carried out, business negotiations are completed, and formal share purchase agreements are signed. Next, regulatory circulars are prepared, the full offer process is handled, and shareholders' meetings are held for approval. Finally, the equity transfer is completed, the board of directors is reorganized, a new governance structure is established, and a medium- and long-term asset injection and business integration plan is formulated.
8. Key Focus of Due Diligence
Financial due diligence focuses on thoroughly investigating off-balance-sheet liabilities, hidden guarantees, tax risks, and historical accounting flaws; legal due diligence investigates equity pledges, freezes, major litigation and arbitration, and compliance penalties; operational due diligence assesses the difficulty of divesting existing assets, the independence of related-party transactions, and the costs of subsequent compliance rectification.
9. Post-integration and value enhancement
After the transaction is completed, the company will gradually divest the shell company of its loss-making and ineffective assets, inject its own core high-growth businesses in stages, optimize consolidated financial statements, and restore liquidity in the secondary market; build a professional board of directors and compliance team, improve ESG disclosure and investor relations system, and continuously connect with international institutional funds to realize the value-added of the listed platform.
10. Fundamental Reference for Genuine Hong Kong Stock Shell Companies
Textile and apparel main board shell companies: total market capitalization of HK$130 million, share price of HK$0.2, consistently low trading volume, stable financial reports with low debt ratio, belonging to clean and stable traditional shell resources.
Education service companies listed on the main board with a total market capitalization of less than HK$100 million, consistently experiencing small losses and low trading volume, are suitable for low-cost backdoor listings for restructuring and complete business replacement.
Telecommunications equipment main board shell companies: total market value of HK$80 million, revenue continues to shrink and there are slight losses, clean assets and extremely low debt, suitable for business replacement by technology companies.
III. Detailed Explanation of US OTC Stock Market Backdoor Listings and Transfer Paths
Gold Box — Building capital channels for enterprises
The US stock market is divided into the NYSE, Nasdaq main board and OTC over-the-counter market. OTC Markets is the world's largest over-the-counter securities trading market, accounting for more than 75% of the total trading volume of securities in the United States. Many Fortune 500 companies have OTC trading assets.
1. OTC Market Segmentation System
OTCQX is the highest-tier market, offering high financial transparency and strict compliance standards. It connects with institutional investors and currently has 638 registered companies. OTCQB is a growth-oriented startup market suitable for technology and growth companies that have not yet met the main board standards, with 1,166 registered companies. OTCPink is the basic tier, with lower disclosure requirements and includes a large number of unaudited, early-stage companies, with over 10,000 existing companies.
2. Definition of OTC reverse takeover (RTO)
OTC backdoor listing, also known as RTO (Reverse Takeover), involves acquiring a controlling stake and management rights of a US OTC public company, transferring the assets, business, revenue, and profits of a domestic enterprise to an overseas listed entity, quickly obtaining a US public listing status, achieving market-based equity display and initial financing, and subsequently, if all requirements are met, directly transferring to the Nasdaq main board.
3. Complete OTC listing process
The screening and selection of high-quality, clean shell companies can be completed within 5 to 10 business days; the acquisition of control of the shell company and internal restructuring and mergers and acquisitions can be completed within 30 business days; the filing of the new board of directors and new controlling shareholder with the U.S. SEC can be completed within 30 business days; and a red-chip or VIE cross-border structure can be established simultaneously to inject the core domestic business and assets into the listed entity. The overall OTC listing process is extremely fast. After the structure is completed, the company can apply for a Nasdaq listing transfer after 3 months to 2 years of standardized operation, financial refinement, and data improvement, provided that it meets the main board requirements.
4. Classic Cases of Successful OTC to Mainboard Transfer
WETG (Yue Shang Group) : Listed on the OTCQB market in 2020 and successfully transferred to the Nasdaq main board in 2022. Its market value soared on the first day of listing, and its peak market value exceeded 10 billion US dollars.
Yingxi Group ATXG : Completed its listing strategy through an OTC reverse acquisition and successfully transferred to the Nasdaq main board in 2022, with excellent valuation performance in the secondary market.
WETH Technology : Completed an OTC reverse merger in 2020 and successfully listed on the Nasdaq main board in 2024, achieving an upgrade from the over-the-counter market to the mainstream US stock market.
TKAT (Ta Kung Pao Art Exchange) : It completed its listing strategy by acquiring OTC shell resources and successfully transferred to the New York Stock Exchange in 2017, becoming a landmark overseas listing platform in the global art trading sector.
IV. Frequently Asked Questions (FAQ)
Q1: Which of the three models—SPAC, Hong Kong stock acquisition, and OTC acquisition—is most suitable for small and medium-sized enterprises?
If a company has a good revenue base, needs to list directly on the US stock market main board, and seeks listing speed and valuation certainty, it should prioritize US SPACs; if the company focuses on the Asia-Pacific market, prefers the Hong Kong stock market, and hopes to operate in a stable and compliant manner, it should choose to buy a shell company in Hong Kong; if the company is currently small, its financials do not yet meet the main board requirements, it needs to first establish an overseas listing platform, and plans to transfer to the main board in the medium to long term, it should prioritize buying a shell company in the OTC market as a stepping stone to capitalization.
Q2: Does a SPAC listing require registration with the China Securities Regulatory Commission (CSRC)? What is the success rate?
Chinese companies listing overseas via SPACs also need to complete the overseas listing filing with the China Securities Regulatory Commission (CSRC), which is a compliant and formal overseas listing path. Compared to the high scrutiny and rejection risk of traditional IPOs, SPACs lock in transactions through business merger agreements, resulting in milder regulatory inquiries, a more stable window period, and an overall success rate far exceeding that of traditional IPOs.
Q3: What are the biggest risks of acquiring a shell company in Hong Kong stocks, and how can they be avoided?
The biggest risks of acquiring a shell company in Hong Kong are the shell company's historical hidden debts, pending litigation, compliance flaws, and the 36-month regulatory red line for reverse takeovers (RTOs). Mitigation methods include: thorough financial and legal due diligence, prioritizing clean, business-free shell companies, strictly controlling the asset injection ratio, and planning phased capital injections in accordance with the 36-month regulatory cycle. Golden Box Group's comprehensive compliance control effectively avoids these core risks.
Q4: Is an OTC listing a sham listing? How difficult is it to transfer to a main board?
OTC is a legitimate over-the-counter public market in the United States. These are legitimate listed companies with verifiable and publicly disclosed information, and their shares are freely tradable; they are not sham listings. The difficulty of transferring a company to another exchange depends on its revenue, profits, compliance governance, and the standardization of its financial statements. Many domestic technology, consumer, and internet companies have successfully transferred from OTC to Nasdaq, making it a mature and low-threshold stepping stone.
Q5: How long is the overall cycle for each of the three listing paths?
SPAC/De-SPAC merger and listing: Main board listing completed in 3–6 months; Hong Kong stock reverse takeover listing: Control acquisition and initial asset integration completed in 6–9 months; OTC reverse takeover listing: Off-exchange listing completed in 1–2 months, with the main board transfer process possible in 3 months–2 years. All three paths are significantly faster than the traditional 12–18 month IPO cycle.
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Disclaimer: This article is for informational purposes only and provides a path analysis of capital market industry knowledge. It does not constitute any advice on listing operations or investment transactions. Overseas listing is a highly compliant and specialized project, and companies must rely on professional institutions to implement it throughout the entire process.
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