Traditional IPOs are complex, time-consuming, and highly susceptible to market sentiment. Ordinary reverse takeovers also carry risks such as hidden debts and regulatory restrictions. In contrast, SPACs, as the third listing method on the US stock market, have become a popular choice for Chinese companies listed in the US to list on the main board in recent years due to their advantages of locked-in valuations, speed, and high certainty.
I. The essence of the SPAC model: First create the shell company, then acquire it.
SPAC stands for "Special Purpose Acquisition Company," also known as a "blank check company." It consists of companies with only cash and no actual business operations; it's a listing platform specifically established for acquiring high-quality companies. Once the target company merges with the SPAC, it quickly gains listing status and accesses the funds raised by the SPAC.
Its core innovation lies in the fact that instead of buying an existing shell company, it first creates a shell company, raises funds, and then acquires the target company to complete the listing, thus balancing listing efficiency and funding certainty.
II. SPAC vs. Traditional IPO vs. Reverse Takeover: Key Differences
| Listing Method | Core features | cycle | Suitable for enterprises |
|---|---|---|---|
| Traditional IPO | Applying for issuance directly to the SEC is a cumbersome process. | 12-18 months | A mature company with stable revenue and complete qualifications |
| Backdoor listing | Acquiring status by acquiring shares in existing listed companies | 6-12 months | Companies urgently needing IPO status and sufficient cash flow |
| SPAC Listing | The target company is acquired after raising funds through shell company construction, and it has its own capital. | Listing completed in 3-6 months | High-growth companies that want to shorten their IPO cycle |
III. Five Core Advantages of SPAC Listing
1. Valuation Lock-in : The valuation is determined through negotiation between both parties, effectively avoiding the pricing risk caused by market fluctuations before the traditional IPO listing;
2. High certainty : Signing a merger agreement locks in the intention to go public, with less impact from market windows and a higher success rate.
3. Shorter cycle : By merging with an already listed SPAC entity , a main board listing can usually be completed in 3-6 months;
4. Flexible structure : Supports setting up performance-based earn-outs and corresponding private placements (PIPE) , and allows for customized equity structures;
5. Resource empowerment : SPAC initiators are mostly industry veterans who can bring companies network resources, management experience and strategic endorsement.
IV. Complete SPAC Listing Process
SPAC operations are divided into two main phases, with a clear and controllable entire lifecycle:
- SPAC establishment and IPO stages : Sponsor capital injection → Filing an S-1 application with the SEC → Listing on Nasdaq/NYSE to raise funds → Funds deposited into a trust account for safekeeping;
- De-SPAC merger phase : Identifying the target company and signing the merger agreement → Submitting S-4/F-4 forms for SEC review → Approval by shareholders of both parties → Completion of the transaction, change of stock ticker, and formal listing.
According to statistics, more than 15 Chinese companies listed in the US have successfully listed on the US stock market via De-SPAC in 2024-2025, covering multiple sectors such as new energy, healthcare, consumer goods, and technology. Golden Box Group possesses mature full-chain operation capabilities for SPACs, providing comprehensive guidance from SPAC target matching, structuring, compliance rectification, PIPE financing to listing, helping companies efficiently list on the US stock market main board.