Dual Listings on SGX and Nasdaq: Legal and Regulatory Framework to be Available in Mid-2026

Executive Summary

On 7 May 2026, the Securities and Futures (Amendment) Bill was passed in Parliament. When in force, the Bill will introduce a new Part 13A to the Securities and Futures Act 2001 (“SFA“) to establish the legislative framework governing a dual listing board, the Global Listing Board (“GLB“), a joint initiative between the Singapore Exchange Securities Trading Limited (“SGX“) and the Nasdaq Stock Market (“Nasdaq“) to enable concurrent listings on both exchanges under a streamlined regulatory framework. Under the new Part 13A of the SFA, the Monetary Authority of Singapore (“MAS“) may make regulations to replace, modify or disapply specified SFA provisions for the GLB where Singapore’s securities laws differ from those governing Nasdaq.

Regulations will be issued under the SFA to simplify the dual listing initial public offering (“IPO“) process for issuers in the United States of America (“US“) and Singapore, while preserving MAS’ authority to address disclosure breaches and market misconduct, and maintaining investors’ rights to legal recourse.

The Singapore Exchange Regulation (“SGX RegCo“) will be issuing the Listing Rules of the GLB (“GLB Listing Rules“) which will provide for the admission requirements for issuers seeking to list on the GLB, such as quantitative standards, fundraising requirements, retail brokerage allocation, other admission requirements and the review process as well as continuous listing requirements for such issuers.

The legal and regulatory framework to operationalise the GLB is expected to be effective in the middle of 2026.

Background Information

From 9 January 2026 to 8 February 2026, MAS and SGX RegCo conducted two separate consultation exercises to seek comments on the draft amendments to the SFA and regulations in relation to the GLB, and the draft GLB Listing Rules, respectively. On 30 April 2026, MAS and SGX RegCo issued responses to feedback received pursuant to the consultations: (i) SGX RegCo’s response to its “Consultation Paper on Introduction of New SGX Global Listing Board” (“SGX RegCo Response“); and (ii) MAS’ response to its “Consultation Paper on Proposed Amendments to the Securities and Futures Act and Regulations in Relation to the Global Listing Board” (“MAS Response“). For more information on the earlier consultation papers, please refer to our January 2026 Legal Update titled “SGX & MAS Consult on Changes to Listing Rules and SFA to Facilitate Dual Listings on SGX and Nasdaq”.

This Update provides a summary of the key features of the GLB Listing Rules and the new Securities and Futures (Part 13A) (Global Listing Board and US Exchange) Regulations 2026 (“GLB Regulations“) to be issued under the SFA, which aim to facilitate SGX-Nasdaq dual listings, highlighting some key feedback on the GLB Listing Rules and GLB Regulations that SGX RegCo and MAS have considered and accepted.  

Key Features of GLB Listing Rules

Admission Requirements 

1. Market capitalisation requirement: SGX RegCo will proceed with the proposed minimum market capitalisation requirement of S$2 billion at the point of admission to the GLB. Issuers will not be required to maintain this minimum market capitalisation post-listing.

2. Fundraising requirement: Issuers will be required to raise funds in Singapore of at least 15% of the global IPO value or S$75 million, whichever is higher, unless otherwise determined. 

3. Retail brokerage allocation requirement:

• • SGX RegCo will proceed with the proposed requirement for a minimum allocation to be reserved and made available through retail brokers (“Retail Broker Tranche“), applying only to the offerings of securities where the securities allocated are settled through and deposited with The Central Depository (Pte) Limited (“CDP“) (“Singapore Tranche“). The minimum amount must be 5% in value of the Singapore Tranche or S$50 million, whichever is lower. Any shortfall in demand from the Retail Broker Tranche may be reallocated to other investors in the Singapore Tranche.
  • Retail brokers distributing GLB offerings must be admitted as trading members under the SGX-ST Rules and should ensure compliance with existing regulatory obligations related to their distribution of GLB securities.

4. Accredited issue manager (“IM”) requirement:

• • SGX RegCo will proceed with the proposed requirement for GLB issuers to appoint an accredited IM to manage the application and prepare the issuer for listing on the SGX.
  • IMs must exercise professional judgment in determining the scope and extent of due diligence and assess sanctions-related risks. IM confirmations will be limited to objective and reasonably verifiable matters, i.e. that: (i) the issuer has complied with the market capitalisation, shareholding spread, fungibility and fundraising requirements; and (ii) satisfactory arrangements are in place for orderly trading and timely settlement of trades.

5. Local interface requirement: To ensure a timely and effective local interface, SGX RegCo will require the following:

• • Authorised representatives: An issuer must appoint two authorised representatives to act as the principal communication channel with the SGX. They must be readily available and easily contactable during Singapore market hours but need not be physically resident in Singapore. They could be directors, company secretaries, officers or employees with suitable authority or compliance advisers (which will include law firms, corporate finance firms or corporate secretarial firms, having regard to their qualifications and experience in advising on compliance with the rules and regulations applicable to a listed issuer).
  • Singapore connection: An issuer must have sufficient connection to Singapore to ensure sufficient and effective local representation. Typically, an issuer that does not appoint a Singapore resident independent director would be required to engage a Singapore-based compliance adviser. In exceptional cases, such as where an issuer has an established business presence in Singapore, SGX RegCo may, in its absolute discretion, accept a suitable alternative on a case-by-case basis.

6. Discretion: SGX RegCo will retain discretion over the admission to the GLB and continued listing on the GLB, adopting Nasdaq listing rule IM-5101-1 as a baseline for admission.

Listing Processes and Timelines

To ensure alignment of timelines with the US, SGX RegCo clarified the following processes and timelines which it envisages will apply to GLB listings:

1. Pre-application engagement: Issuers interested in applying for a GLB listing should engage SGX RegCo at an early stage through their IMs, on or before the first confidential filing with the US Securities and Exchange Commission (“SEC“).

2. Confidential listing application: Formal applications for GLB listing should be submitted to SGX RegCo no later than the second confidential filing with the SEC (if any), which should have addressed the SEC’s initial comments on the first confidential filing. Issuers must provide to SGX RegCo all filings and applications submitted to the SEC and Nasdaq in relation to the proposed IPOs, including regulatory comments, issuers’ responses, and amended filings arising from such comments.

3. No-objection letter: Ordinarily, SGX RegCo’s review process for the GLB application from the second confidential SEC filing up to the issuance of its no-objection letter should dovetail with the US timeline of at least four weeks between the second confidential SEC filing and the first public filing. This will enable the first public filing in the US to be contemporaneous with the lodgement of the preliminary prospectus in Singapore. Issuers should provide SGX RegCo with at least five Singapore market days’ notice prior to their intended dates of preliminary prospectus lodgement in Singapore, so that SGX RegCo can issue its no-objection letter for proceeding with prospectus lodgement for the GLB listing, barring exceptional regulatory or public interest considerations.

4. Preliminary prospectus lodgement: SGX RegCo expects lodgement of the preliminary prospectus in Singapore will be contemporaneous with the first public filing of the registration statement with the SEC. If the registration statement did not contain any offering price range information, the next filing containing such information should be lodged in Singapore as well. If subsequent SEC filings revise the price range, amended prospectuses should also be lodged in Singapore.

5. Eligibility-to-list letter: An eligibility-to-list letter will be issued to applicants shortly after SGX RegCo receives confirmation that the applicant has received Nasdaq’s approval to list, and in any event, before prospectus registration in Singapore.

6. Final prospectus lodgement and registration: The issuer should lodge its Singapore final prospectus for registration contemporaneously with the SEC declaring the registration statement effective. Consistent with the minimum notice provided to the SEC for accelerating effectiveness, issuers should provide SGX RegCo with at least two Singapore market days’ notice prior to prospectus registration in Singapore.

Further, SGX RegCo will make the following changes to align the GLB listing framework more closely with US market practice and to accommodate the expeditious listing and trading on both markets:

1. No separate submission: Documents that are submitted as part of the prospectus lodgement and registration process in Singapore will not be required to be separately submitted to the SGX.

2. Fungibility: To facilitate price discovery on both exchanges, the equity securities listed on the GLB must be fungible with those listed on Nasdaq. The GLB Listing Rules will provide that GLB-listed securities must be listed and eligible for trading on Nasdaq.

3. CDP-DTCC: Issuers must: (i) provide information, documents and arrangements required by the CDP for the crediting and deposit of the equity securities with the CDP; and (ii) make arrangements to ensure that the listed securities can be freely transferred between the CDP and the US Depository Trust and Clearing Corporation (“DTCC“).

Ongoing Disclosure Requirements for Issuers Listed on the GLB

SGX RegCo will proceed to require GLB issuers to announce on the Singapore Exchange Network (“SGXNET“) any SEC Electronic Data Gathering, Analysis, and Retrieval (“EDGAR“) filings and other material US disclosures required under US securities law, regulations and the Nasdaq listing rules. This will facilitate timely and equal access to information for Singapore-based investors. The following points are worth noting:

1. Materiality: For the purposes of the GLB Listing Rules, materiality of information is based on US requirements. The SGX RegCo Response also provides guidance on the typical categories of material US disclosures that should be announced on SGXNET.

2. Form: The announcement must be in the same form as that disclosed in the US. A bare provision of cross-references or hyperlinks will not be accepted (other than for audio or video recordings).

3. Timing: The 8:30 a.m. (Singapore time) deadline will be retained for such announcements.

4. Third-party filings: Issuers must ensure that any third-party filings announced on SGXNET contain the same information as the corresponding SEC filings. SGX RegCo will clarify in the GLB Listing Rules that the issuer shall not, by reason of such announcement, be responsible under the GLB Listing Rules to verify the accuracy of the facts or contents of the third-party filing, and they may also make such disclosures in their announcements. A statutory defence will be provided for the GLB issuer in respect of the third-party filing, where necessary, unless the GLB issuer reproduces a third-party disclosure despite knowing that there was a misstatement or falsity, in which case, the GLB issuer will be liable for such misconduct.

Delisting from the GLB

Chapter 6 of the GLB Listing Rules will set out the circumstances under which a GLB issuer may be subject to delisting, including voluntary delisting and discretionary powers to delist.

1. Voluntary delisting:

• • SGX RegCo will retain the discretion to review voluntary delisting applications on a case-by-case basis and may impose additional conditions where appropriate, having regard to the interests of investors and the integrity and orderly functioning of the market.
  • Where a GLB issuer remains listed on the Nasdaq Global Select Market (“Nasdaq GSM“): (i) the issuer must provide the SGX and shareholders with sufficient advance notice of its intention to voluntarily delist from the GLB; (ii) the issuer must, at its own expense, make arrangements for transfer of the listed securities from the CDP to the DTCC for their continued trading on the Nasdaq GSM; (iii) the issuer must make an SGXNET announcement setting out the delisting and transfer arrangements, including the key steps and timelines, the actions required of shareholders, the implications for shareholders who do not take action by the specified deadline, and the channels through which shareholders may obtain assistance.
  • Common conditions that could be imposed include minimum notice periods, communication arrangements with investors and appropriate bearing of expenses for transfer of investor shareholdings to the US.

2. Discretionary delisting:

• • There are two distinct bases on which administrative powers may be exercised to delist issuers, namely under GLB Rule 103 (public interest and market integrity considerations) and GLB Rule 605 (specific delisting triggers).
  • If an issuer is delisted from the Nasdaq GSM, it will also be delisted from the GLB, and likewise if its securities are halted or suspended from trading on Nasdaq GSM. If an issuer no longer meets the standards required to maintain a listing on the Nasdaq GSM after applicable cure periods, SGX RegCo will delist the issuer from the GLB.
  • Non-compliance with a GLB Rule will not automatically result in delisting. Issuers will be subject to SGX RegCo’s disciplinary framework, and any decision to delist or impose other sanctions will be exercised proportionately and judiciously.
  • If the SGX and Nasdaq partnership were to cease, the GLB will continue to operate as a distinct board and existing GLB issuers will remain listed on the GLB.

Key Features of the GLB Regulations

Prospectus Disclosure Requirements – Single Set of Offer Documents 

MAS will proceed with: (i) allowing GLB issuers to make an offer using a prospectus registered by MAS that meets US disclosure requirements; (ii) allowing GLB issuers to make an offer using an offer information statement (“OIS“) lodged with MAS that meets US disclosure requirements; and (iii) allowing certain documents to be incorporated by reference if permitted under US law. In this regard:

1. Requirements regarding contents: Only the prospectus part of the US registration statement will be required to be included in the Singapore prospectus or OIS. Further, disclosures of material risk factors that are specific to the GLB offering and listing in Singapore, and to Singapore investors, will also be required to be included in the prospectus.

2. General disclosure requirement – disapplied: MAS will disapply the requirement for GLB prospectuses to comply with the general disclosure requirement under section 243(1)(a) of the SFA. This is to avoid imposing additional Singapore-specific disclosure obligations beyond required compliance with prospectus disclosure requirements under US law which already provide a level of investor protection aligned with international standards, and given the presence of existing safeguards under sections 201, 253 and 254 of the SFA.

3. Expert disclaimers – disapplied: MAS will disapply the requirement under section 249 of the SFA for certain disclaimers to be made pertaining to experts’ statements, as these are not required under US rules. However, MAS will continue to require experts to provide their written consent before their reports or statements can be featured in a prospectus or OIS, as experts must consent and assume responsibility for such statements.

4. Lodgment of documents incorporated by reference – dispensed: MAS will dispense with the requirement for issuers to lodge the documents that are incorporated by reference in the prospectus or OIS, as it would be burdensome. However, MAS will require the cover page of the prospectus or OIS to state: (i) that there is information that has been incorporated by reference, with a hyperlink to where the documents can be accessed; and (ii) (regardless of whether information is incorporated by reference) that additional information about the issuer and the offer can be found in US SEC filings, with the relevant hyperlink. 

This will facilitate the use of a single set of offer documents by issuers seeking a dual listing, or who are dual-listed, on the GLB. By streamlining the prospectus and OIS disclosure requirements and incorporating US disclosure requirements, the complexity and costs associated with listing will be reduced, while maintaining information value and safeguards for investors.

Prospectus Registration and Offering Processes and Timelines

MAS will proceed with its proposal to allow an issuer’s prospectus to be registered at any time after lodgement of the preliminary prospectus (i.e. replacing the current requirement for the prospectus to be exposed to the public for at least seven days before registration can take place). This will allow the Singapore final prospectus to be lodged and registered by MAS as soon as the US registration statement becomes effective, thereby reducing the friction arising from different filing requirements and timelines in each jurisdiction, and facilitating concurrent offerings in Singapore and the US.

The following steps will also be taken to ensure better alignment in processes and timelines between Singapore and the US:

1. Blackout period for pre-deal research reports – disapplied: For GLB offers, MAS will disapply the mandatory 14-day blackout period between: (i) publication and delivery of a pre-deal research report to institutional investors; and (ii) the lodgement of the preliminary prospectus. As such, where a pre-deal research report is published and delivered in Singapore, the issuer would not have to wait for the expiry of the blackout period before lodging the preliminary prospectus in Singapore, and would have the flexibility to time such lodgement to coincide with the first public filing of the registration statement in the US

2. Period to keep offer open – disapplied: For GLB offers, MAS will also disapply the requirement in section 241(7) of the SFA for the issuer’s offer in Singapore to be kept open for at least 14 days after the lodgement of the supplementary or replacement prospectus, to prevent misalignment between the Singapore and US timelines. 

3. Advertising restrictions – exemption: To ensure that the filing of the registration statement in the US before the lodgement of the preliminary prospectus in Singapore is not regarded as a breach of advertising restrictions under section 251 of the SFA, MAS will issue a class exemption to allow advertisements or publications consisting solely of disclosures required under the laws of an overseas jurisdiction. This would provide the issuer with further flexibility to file its registration statement publicly in the US before lodging its preliminary prospectus in Singapore, without potentially breaching section 251(1) of the SFA.

4. Flexibility to vary offer size and/or price: MAS will amend the Schedules to the GLB Regulations to specify that, in the case where an offer size range and/or offer price range is stated in the MAS-registered prospectus or OIS, the cover page must include information on: (i) how and when the final offer price and/or offer size will be published; and (ii) the percentage by which the final offer size and/or offer price may depart from the stated range as permitted by US securities laws. This will allow the issuer to seek registration of its final prospectus in Singapore stating an offer size range and/or offer price range (rather than a fixed offer size and/or offer price), in tandem with the US SEC’s declaration of effectiveness of its registration statement stating the same offer size range and/or offer price range. 

5. Investor engagement practices:

• • Testing-the-waters (“TTW”): In the US, an issuer or authorised person may engage in communications with institutional investors to determine whether they might be interested in a registered securities offering, either prior to or following the filing of the registration statement. Currently in Singapore, if such engagements are conducted prior to the lodgement of the preliminary prospectus, they could potentially breach section 251(1) of the SFA. Thus, MAS will make provisions to allow the conduct of TTW engagements in Singapore, provided these are allowed under relevant US laws and rules.
  • Free writing prospectuses (“FWPs”): In the US, eligible issuers and underwriters are permitted to use FWPs, which are written communications beyond the prospectus in the registration statement, in engagements with potential investors, provided certain conditions are satisfied. Currently in Singapore, the dissemination of FWPs that include information not contained in a preliminary prospectus may potentially breach section 251(1) of the SFA. Thus, MAS will make provisions to allow the conduct of FWPs in Singapore, provided these are allowed under relevant US laws and rules.
  • Pre-deal investor education (“PDIE”): PDIE is a process by which syndicate research analysts educate investors about the issuer and answer questions prior to the setting of the IPO price range and the commencement of roadshows. In a US IPO with an international offering, PDIE is conducted with institutional and accredited investors outside of the US after public filing of the registration statement. Currently in a Singapore IPO, syndicate research analysts may engage with investors only through publication and delivery of a pre-deal research report to institutional investors. Thus, MAS will make provisions to allow PDIE to be conducted with institutional and accredited investors.
  • Pre-deal research reports: Currently in Singapore, pre-deal research reports are only allowed to be distributed to institutional investors. Thus, MAS will allow the distribution of pre-deal research reports to accredited investors as well, as accredited investors should have the capacity to accept the risks that may arise from the need to assess the quality of the analysis in such sell-side research.
  • Intermediaries’ early access to information: Currently in Singapore, under section 251(4)(b) of the SFA, issuers and underwriters are only allowed to present oral and written material on matters to be contained in the issuer’s preliminary prospectus to intermediaries after lodgement. Thus, MAS will allow intermediaries to be provided with earlier access to information in a preliminary prospectus, subject to safeguards to prevent leakage of the information prior to lodgement, in order to facilitate alignment with the US offer timeline. 

6. Alternative due diligence steps: MAS will amend Notice SFA 04-N21 on Business Conduct Requirements for Corporate Finance Advisers to allow IMs to adopt alternative due diligence steps if they assess that these alternative steps are appropriate to address material issues and risks associated with the GLB listing. This is to recognise that GLB prospectuses will be prepared in accordance with US disclosure requirements and that it is therefore reasonable for IMs to have regard to US due diligence practices.

Safe Harbours 

MAS will proceed with incorporating into Singapore law the following three safe harbours to the issuers on the GLB and other relevant persons, to enable them to have a defence against criminal and/or civil liability under specific provisions of Part 12 of the SFA.

1. Forward-looking statements:

• • In Singapore, investors can sue under section 234 of the SFA for losses due to false or misleading statements violating sections 199, 200, 201(c), or 201(d) of the SFA. In the US, issuers are protected from private lawsuits over forward-looking statements if these meet safe harbour rules, such as being clearly identified and accompanied by meaningful cautionary factors. 
  • A similar safe harbour will be provided for GLB issuers in Singapore, as a defence to civil liability under sections 199, 200, 201(c), and 201(d) of the SFA but not from criminal liability, if the relevant US conditions are met.
  • This safe harbour will apply only to GLB issuers with products already listed on the GLB, not to issuers seeking initial listings on the GLB, in line with the relevant US regulations. Further, it will be limited to statements that satisfy the definition of forward-looking statements under section 21E of the US Exchange Act of 1934.

2. Share repurchase:

• • Issuers and affiliated purchasers may repurchase shares without contravening anti-fraud and manipulation laws in the US, if the repurchase satisfies all the conditions in respect of the manner, timing, price and volume of the repurchase under the safe harbour set out in Rule 10b-18 under the US Exchange Act of 1934.
  • A safe harbour will be provided for GLB issuers’ share repurchases, providing a defence to both criminal and civil liability under sections 197, 198, 201(a), and 201(b) of the SFA, if all conditions set out in Rule 10b-18 are complied with.
  • The issuer will not be required to separately announce that a share repurchase will be made before the start of the next trading day, given that it will already be obliged under US legislation to make disclosures about share repurchases made, and such disclosures will be required under the GLB Listing Rules to be announced on SGXNET.

3. Pre-determined trading plans:

• • In the US, trades under a Rule 10b5-1-compliant trading plan are exempt from insider trading laws, but in dual listings such trades may contravene sections 218(2) and 219(2) of the SFA, if for example, the trading plan or trade was done partly in Singapore, or if done outside Singapore, has a substantial and reasonably foreseeable effect in Singapore.
  • A safe harbour will be made available for pre-determined trading plans carried out in Singapore on the GLB, providing a defence to criminal and civil liability under sections 218(2) and 219(2) of the SFA if Rule 10b5-1(c) conditions are fully met.
  • An issuer will also not be required to separately announce trades carried out pursuant to a pre-determined trading plan before the start of the next trading day.

Other Issues 

1. Price stabilisation – exemption: In its consultation, MAS had proposed amendments to the rules on stabilising actions under the Securities and Futures (Market Conduct) (Exemptions) Regulations 2006, to support the undertaking of stabilising actions by a stabilising manager on the GLB. In the MAS Response, MAS confirmed that it is prepared to consider and grant applications for exemption from sections 197, 198, 218(2) and 219(2) of the SFA, so that stabilisation actions on the GLB can be performed in a manner broadly consistent with Rule 104 of Regulation M under the US Exchange Act of 1934, to avoid difficulties for stabilising managers from having to abide by two separate sets of rules at the same time.

2. Reporting Persons – exemption: Directors and officers of GLB issuers as well as shareholders with more than 5% shareholding interest (“Reporting Persons“) are subject to US reporting requirements. In addition, the requirement for issuers to ensure that all disclosures made on the SEC EDGAR are announced on SGXNET would ensure that information on Reporting Persons’ shareholdings would be publicly disclosed on SGXNET. As such, MAS will issue a class exemption to exempt Reporting Persons of Singapore-incorporated GLB issuers from the reporting requirements under Part 7 of the SFA.

New Part 13A of the SFA

On 7 May 2026, the Securities and Futures (Amendment) Bill, which will introduce a new Part 13A to the SFA to operationalise dual listing arrangements and empower MAS to make regulations to implement the above initiatives, was passed in Parliament. The Bill also contains other amendments to the public offering regime that were addressed in the MAS Response. These changes which apply to all offers relate to: (i) allowing a preliminary prospectus to be made available to retail investors, in addition to institutional and accredited investors; and (ii) the treatment of sponsored depository receipts. For more information about the Bill, please refer to our April 2026 Legal Update titled “Securities and Futures (Amendment) Bill 2026 Introduced to Facilitate Dual Listings on SGX and Nasdaq”.

Concluding Words

The proposed changes described above are expected to enhance the competitiveness of Singapore’s equities market by attracting more quality listings, and to reinforce Singapore’s position as a leading financial centre and a vibrant hub for capital markets activities. Issuers will benefit through new pathways created for them to access deeper pools of regional and international capital; regional issuers in particular will have easier access to complementary sets of investors on both exchanges, while benefitting from better brand recognition. Further, investors stand to gain access to new opportunities and a broader range of high-quality investment opportunities. Finally, with added diversity in the profiles of issuers who list in Singapore, the local capital markets ecosystem will see opportunities being created for local service providers, and will experience greater energy, dynamism, market depth and maturity, with the groundwork being laid for future partnerships and possibilities.

The harmonised set of rules and streamlined regulatory requirements, processes and timelines described above should be welcomed as significant steps in the direction of minimising the compliance burden on issuers, while maintaining the high standards required for critical matters such as disclosures.

Please feel free to contact our team members set out on this page, if you have any queries on the above matters or wish to seek advice on preparing for listing on the GLB.

For regional Capital Markets matters, please see Rajah & Tann Asia’s Regional Capital Markets Practice for more information.