Listing a non-US company on Nasdaq through a SPAC: what the founder keeps

By Noria Bacha, founding partner of Big4PM · Updated 10 November 2026 · 2 min read

In brief. A SPAC is a listed shell company that has raised cash to merge with an operating business. Through the merger the business becomes listed without a traditional IPO; its shareholders are paid mostly in shares, locked up for six to twelve months, and often keep a large majority of the capital.

Who owns what after the merger

In March 2026, Horizon Quantum's shareholders (Singapore) held about 75 % after merging with dMY Squared. In May 2026, Dubai-based Al Fakher listed on Nasdaq through a merger with Cantor Equity Partners III.

Five questions before signing

1. How much will remain in trust? Median redemptions exceeded 90 % in every quarter of 2025.
2. What is my stake after full dilution (sponsor promote, warrants, PIPE)?
3. When can I sell, and at what price?
4. What am I signing? Since the SEC's 2024 rules, the target company signs the registration statement and is liable for it.
5. Am I ready for life as a listed company: US-standard audit, internal control, continuous disclosure?

Foreign private issuer status

A non-US company can, under conditions, file an annual 20-F under IFRS instead of quarterly reports. This is often what makes a US listing workable. The SEC has been consulting since 2025 on tightening the criteria.

Our role

We model the founder's stake under several redemption scenarios, review the valuation and sponsor terms, and build the founder's liquidity plan for the end of the lock-up. The bank places, the lawyers draft; we hold the owner's position.

This guide is general information. It is not investment, legal or tax advice. The rules quoted must be checked by your advisers before any decision.