US Listing: Nasdaq vs NYSE for Vietnamese Companies

For ambitious Vietnamese companies, a US listing is no longer an exotic idea. VinFast’s 2023 debut on Nasdaq showed that a Vietnam-founded group can reach American public markets, and boards in technology, electric vehicles, fintech and consumer sectors now ask the same question: Nasdaq or NYSE?

This guide explains how a US listing works for a foreign private issuer, compares initial listing standards, fees, investor base, governance duties and liquidity, and sets out practical selection criteria. Numeric thresholds are indicative only and flagged “verify” because exchanges amend them often.

Contents

• Why a US Listing Is on Vietnamese Boardrooms’ Agenda
• Nasdaq vs NYSE: Market Structure at a Glance
• Initial Listing Standards by Market Tier
• Fees and the Total Cost of a US Listing
• Investor Base and Sector Fit
• Governance for Foreign Private Issuers
• 2025 Rule Changes Affecting Small-Cap Foreign IPOs
• Liquidity and Analyst Coverage
• Practical Selection Criteria for Vietnamese Issuers
• Frequently Asked Questions

Why a US Listing Is on Vietnamese Boardrooms’ Agenda

Vietnam’s domestic exchanges, HOSE and HNX, remain shallow for large equity raises, and foreign ownership limits, currency controls and the long-running debate over market classification still constrain international investors. A US listing offers deeper pools of capital, a dollar-denominated currency for acquisitions and employee equity, and a credibility signal for global customers and lenders.

Strategic motives we see most often

Founders considering a US listing usually cite four drivers: funding growth that outstrips domestic markets, building a brand abroad, creating a liquid currency for stock-based compensation, and giving early investors a credible exit. Each motive points to a different exchange profile, so the objective of the US listing should be defined before any exchange is approached.

What a US listing demands in return

A US listing is not a financing event alone. It imposes permanent disclosure, audit and controls obligations, exposes the company to US securities litigation and SEC enforcement, and requires an offshore holding structure. Vietnamese companies should treat it as a multi-year operating commitment rather than a one-time transaction.

Nasdaq vs NYSE: Market Structure at a Glance

Both exchanges are SEC-regulated national securities exchanges and both accept a foreign private issuer that files Form F-1 for its IPO and then reports on Form 20-F and Form 6-K. The differences lie in market model, tiers and brand positioning, and these differences shape how a US listing performs for a smaller issuer.

Nasdaq tiers

Nasdaq operates three tiers: the Global Select Market, the Nasdaq Global Market and the Capital Market. The higher the tier, the stricter the financial and liquidity standards. Most first-time Vietnamese issuers pursuing a US listing will realistically target the Nasdaq Global Market or the Capital Market, because Global Select requires scale that early-stage companies rarely have.

NYSE tiers

The New York Stock Exchange lists larger, more established issuers, while NYSE American, a separate market, caters to smaller companies. NYSE uses designated market makers and an auction process at the open and close; Nasdaq relies on competing electronic market makers. Both models work well, but they feel different to small-cap issuers.

Feature	Nasdaq	NYSE / NYSE American
Tiers	Global Select, Global Market, Capital Market	NYSE (main board); NYSE American (smaller issuers)
Market model	Competing electronic market makers	Designated market maker plus auctions (NYSE)
Typical brand association	Technology, growth, biotech	Established blue chips, industrials, financials
Fit for early-stage Vietnamese issuers	Strong at Global Market and Capital Market tiers	Possible; NYSE American suits smaller floats
Foreign private issuer relief	Home-country practice permitted with disclosure	Home-country practice permitted with disclosure

Initial Listing Standards by Market Tier

Each tier offers several alternative standards, based on earnings, equity, market capitalisation or revenue. The figures below are simplified summaries from public rulebooks and must be verified against the current Nasdaq Listing Rules and the NYSE Listed Company Manual before any decision.

Nasdaq Global Market and Capital Market

Under its income standard, the Nasdaq Global Market has historically required pre-tax income of around US$1 million, stockholders’ equity of around US$15 million, about 1.1 million publicly held shares and a minimum bid price of US$4 (verify). The Capital Market is lower: roughly US$5 million in equity, a market value of publicly held shares of about US$15 million and around 300 round-lot holders (verify). Alternative standards rely on market value or total assets and revenue.

NYSE and NYSE American

The NYSE earnings test has typically required aggregate pre-tax earnings of about US$10 million over three years, around 400 round-lot holders and a market value of publicly held shares in the tens of millions of dollars (verify). NYSE American is lighter: pre-tax income of roughly US$750,000 or alternative equity and market-capitalisation tests, with a lower minimum price (verify).

Item (indicative, verify)	Nasdaq Capital Market	Nasdaq Global Market	NYSE American	NYSE
Earnings or equity route	Equity about US$5m, or net income about US$750k	Pre-tax income about US$1m; equity about US$15m	Pre-tax income about US$750k; equity about US$4m	Aggregate pre-tax earnings about US$10m over 3 years
Public float (market value)	About US$15m	About US$8m (income standard)	About US$3m to US$15m by standard	Tens of millions of US$
Round-lot holders	About 300	About 400	400 to 800, by standard	About 400
Minimum price	About US$2 to US$4	About US$4	About US$2 to US$3	About US$4

In practice, underwriters and the exchange apply thresholds above these floors, and listing staff review business credibility, offering size and shareholder distribution case by case. The 2025 amendments discussed below made that review noticeably stricter.

Fees and the Total Cost of a US Listing

Exchange fees are a minor part of the budget for any US listing. We advise clients to model the all-in cost of a US listing rather than comparing entry fees alone.

Exchange fees

Both exchanges charge an initial listing fee tied to the tier and the number of shares, plus annual fees that rise with shares outstanding. Fee schedules differ, are revised periodically and sometimes include discounts or waivers for specific listings (verify the current published schedules). Nasdaq’s Capital Market and NYSE American are generally cheaper than the premium tiers.

Underwriting, advisers and compliance

The larger items are underwriting discounts, which for small and mid-sized offerings are commonly cited in the mid-to-high single digits as a percentage of gross proceeds (verify with current term sheets), plus US and Vietnamese counsel, a PCAOB-registered auditor, financial printing, D&O insurance, investor relations and ongoing SEC reporting.

Vietnamese companies must also budget for converting Vietnamese Accounting Standards financials into IFRS as issued by the IASB or US GAAP, since the SEC does not accept VAS. This conversion and the audit are often the longest critical-path items in a US listing timetable, and they should start well before the banks are mandated.

A realistic budget also reserves contingency for the US listing process, since delays in audit, SEC comments or market windows can extend the timetable and cost.

Investor Base and Sector Fit

Exchange brand matters less than the investors who actually buy the book, but each venue carries a reputation that shapes who looks at the stock first.

Technology, EV and growth stories

For a US listing in technology, Nasdaq has long been the home of US technology and growth investing, and its index-linked investor base follows that profile. VinFast listed on the Nasdaq Global Market in 2023 following a merger with a special purpose acquisition company. The picture is not exclusive, however: Chinese EV makers are spread across both venues, and Southeast Asian platforms are listed on NYSE (Sea Limited) as well as Nasdaq (Grab). Sector fit is therefore a tendency, not a rule.

Consumer, industrial and financial issuers

For a US listing by consumer or industrial names, NYSE has traditionally attracted consumer brands, industrial groups and financial institutions that value a heritage image. For Vietnamese consumer and manufacturing companies, the more important variable is whether a ready peer group of listed comparables exists, because generalist and sector funds benchmark new issuers against peers. Check which exchange hosts the most relevant comparables for your own business.

Governance for Foreign Private Issuers

A foreign private issuer, defined in SEC Rule 3b-4 broadly as a non-US company whose US holders own half or less of its voting securities or which lacks a US-centred management and asset base, enjoys significant flexibility.

Home-country practice exemptions

Under Nasdaq Rule 5615(a)(3) and NYSE Listed Company Manual Section 303A.11, a foreign private issuer may follow home-country practice instead of many exchange governance rules, for example on independent director majority, nominating and compensation committees, and shareholder approval of equity plans. It must disclose the significant ways its practice differs. Because Vietnamese companies are usually incorporated offshore, commonly in the Cayman Islands, the British Virgin Islands or Singapore, the relevant home-country practice is that of the place of incorporation (verify for each structure).

What cannot be waived

Several obligations apply regardless. The audit committee must satisfy Exchange Act Rule 10A-3, auditors must be independent and PCAOB-registered, and the issuer must have controls and certifications under the Sarbanes-Oxley Act. Compensation recovery (clawback) rules adopted under Exchange Act Rule 10D-1 also apply to listed issuers, with limited exemptions.

Directors of Vietnamese-founded groups should also understand personal exposure under Section 11 of the Securities Act and Rule 10b-5, which apply to the registration statement and later disclosures regardless of the exchange chosen. Insider-trading policies, related-party transaction review and whistleblower channels are therefore practical necessities, not formalities. Investors and underwriters often expect more than the minimum, so a well-designed board and committee structure helps pricing even where home-country practice would allow less.

2025 Rule Changes Affecting Small-Cap Foreign IPOs

US regulators and exchanges spent 2025 responding to concerns about thinly floated small-cap IPOs, many from Asia, that were followed by sharp price manipulation. Any US listing plan should be checked against the latest rules. Specific rule text, effective dates and approval status must be verified against SEC and exchange filings before reliance.

Nasdaq tightening

Nasdaq proposed and began implementing higher minimum public-float requirements for companies listing under net-income standards on the Capital Market, faster delisting paths for companies with very low market value that remain below the bid price requirement, and a larger minimum offering size for companies principally operating in China (verify all details). Earlier changes also limited cure periods for companies whose reverse stock splits cause non-compliance. Vietnamese issuers are not the stated target, but the same scrutiny of small floats applies.

NYSE, NYSE American and SEC developments

NYSE and NYSE American have likewise emphasised distribution, float and offering-quality reviews in recent years (verify any 2025 amendments). Separately, the SEC published a concept release in 2025 on the foreign private issuer definition, signalling that eligibility, and therefore the flexibility described above, could be revisited. Vietnamese companies planning a US listing should build contingency time into their plan for rule changes during the process.

Liquidity and Analyst Coverage

Liquidity after the IPO, not the pricing day, determines whether a US listing serves the company’s long-term goals.

Trading liquidity

Liquidity after a US listing depends on free float, institutional participation, index inclusion and retail interest far more than on the venue. Small floats are volatile on both exchanges. Practical points include trading hours, because the US open falls in the evening in Vietnam, and the need for a depositary or transfer-agent structure so Vietnamese shareholders can hold and sell shares. Companies should plan investor relations for US time zones.

A US listing also changes disclosure habits: material news must be released fairly and promptly through Form 6-K, and management must be ready for quarterly dialogue with investors even though foreign private issuers need not file quarterly reports.

Analyst coverage

Research coverage after a US listing follows market capitalisation, trading volume and the underwriter’s franchise. Mid-sized banks may initiate coverage on Nasdaq Capital Market and NYSE American names, while large banks usually cover only larger issuers. A coverage commitment cannot be contractually guaranteed, and regulatory rules limit how underwriters may promise research. A US listing needs ongoing visibility, so select underwriters partly on their track record of sustained post-IPO support for Asian issuers.

Practical Selection Criteria for Vietnamese Issuers

We recommend a structured decision process for a US listing rather than choosing by brand alone. A disciplined process also helps the board explain the chosen US listing venue to shareholders, lenders and regulators.

Eligibility and readiness checklist

First, confirm eligibility: audited IFRS or US GAAP financials, a PCAOB-registered auditor, an offshore holding company and clean ownership. Then test the numbers against the lowest realistic tier. Under Vietnamese law, the reorganisation may need investment, foreign-exchange and tax approvals, and ownership limits in conditional sectors can apply, so the Vietnamese-law path must be mapped before the US listing filing (verify with counsel).

Choosing between Nasdaq vs NYSE listing venues

Compare the exchanges on six points: tier eligibility, peer group, investor profile, total cost, governance fit and underwriter relationships. If you are a technology or EV growth company with a smaller float, the Nasdaq Global Market or Capital Market often fits. If you are an established consumer or industrial group with larger offering proceeds, the NYSE deserves a full look, and NYSE American suits smaller offerings.

Ask each shortlisted underwriter for comparable Asian transactions, post-IPO trading history, and the realistic range of institutional demand, then weigh those answers against exchange fees. Finally, test the equity story with a confidential pre-filing review so that business description, risk factors and related-party disclosures are consistent. Always compare against alternatives such as a SPAC route, a Regulation S offering or a regional listing, and choose the US listing only if its benefits outweigh the cost.

Frequently Asked Questions

Can a Vietnamese company list directly on Nasdaq or NYSE?

Usually not directly. Most Vietnamese companies first reorganise under an offshore holding company, then list its shares. The Vietnamese-law steps for that reorganisation should be confirmed with counsel early.

Does the SEC accept Vietnamese accounting standards?

No. Foreign private issuers generally must file IFRS as issued by the IASB or US GAAP financials, audited by a PCAOB-registered firm, so VAS accounts need conversion.

Is a US listing cheaper on NYSE American or the Nasdaq Capital Market?

For a US listing, both lower tiers generally cost less in exchange fees than premium tiers, but underwriting and compliance dominate total cost. Compare current fee schedules and term sheets (verify).

Can a foreign private issuer ignore exchange governance rules?

Only partly. Home-country practice relieves many rules with disclosure, but audit committee independence, clawback and certification requirements still apply.

How long does an IPO take?

Often twelve months or more, mainly because of audit conversion, restructuring and SEC review. Timing varies widely by company, so build in contingency.

A US listing rewards preparation. Your next step: ask counsel to prepare a short readiness assessment covering financial reporting standards, offshore structure and exchange-tier eligibility before approaching underwriters, since that single document usually determines whether a US listing is realistic and which exchange to prioritise. Authoritative starting points are the Nasdaq Listing Rules and the NYSE Listed Company Manual.

Disclaimer: This article provides general information only and is not legal, tax or financial advice. Listing standards, fees and rules change frequently; verify all figures against current official sources and seek professional advice for your circumstances.