SGX & MAS Consult on Changes to Listing Rules and SFA to Facilitate Dual Listings on SGX and Nasdaq

Executive Summary

On 9 January 2026, the Singapore Exchange Regulation (“SGX RegCo“) and the Monetary Authority of Singapore (“MAS“) have respectively issued Consultation Papers regarding proposed changes to the Listing Rules and the Securities and Futures Act 2001 (“SFA“) and draft Regulations to facilitate dual listings on the Singapore Exchange (“SGX“) and Nasdaq, Inc. (“Nasdaq“) on the Global Listing Board (“GLB“) which is to be set up. As part of the Equities Market Review Group’s final recommendations, SGX and Nasdaq announced a landmark collaboration to simplify dual listings on both exchanges on 19 November 2025. The proposed changes aim to create a streamlined regulatory framework for prospective issuers on the GLB. For a background on this development, please refer to our earlier Client Update on “Boosting Singapore Equities Markets: Proposals for Streamlining Prospectus Requirements and Broadening Investor Outreach Channels, and a More Disclosure-Based Regime“.

Key Changes Under the SGX Consultation Paper on Introduction of GLB (“SGX Consultation Paper”) 

These changes set out the structure of the GLB, particularly on the following matters: 

1. Admission requirements for issuers seeking to list on the GLB, such as quantitative standards, fund raising requirements, retail brokerage allocation, other admission requirements and the review process; and
2. Ongoing requirements for issuers listed on the GLB, such as ongoing disclosures and other requirements, delisting, disciplinary actions as well as transitional arrangements. 

Key Changes Under the MAS Consultation Paper on Proposed Amendments to the SFA and Regulations in Relation to the GLB (“MAS Consultation Paper”) 

The changes are designed 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’ right to legal recourse. The changes are as follows: 

1. Enabling the use of a single set of offer documents by issuers seeking a dual listing on the GLB, by incorporating certain US prospectus disclosure requirements for both the IPO and post-listing stages;
2. Adjusting the registration process to allow prospectuses to be registered earlier. This will facilitate a smooth process for issuers to undertake concurrent offerings in the US and Singapore; and
3. Making available certain defences which are currently available to issuers (and other relevant persons, as the case may be) in the US (“safe harbours“).

Additionally, MAS proposes amendments to facilitate the offering process in general:

1. Permit all issuers to engage retail investors earlier in the IPO process; and
2. Specify that in relation to an offer of sponsored Depositary Receipts, issuers of the underlying instrument are required to register the prospectus instead of the depositary.

SGX and MAS will make the final decision on all listings and prospectus registrations in Singapore. MAS will also continue to work with the relevant authorities in Singapore to investigate and take action against breaches of disclosure requirements and market misconduct occurring in Singapore under the SFA. 

This Update provides a summary of the key proposed changes in both Consultation Papers. Both consultations close on 8 February 2026. Please reach out to our Partners for advice on preparing for IPOs under this new framework, as well as for submission of feedback to SGX RegCo and MAS.

Key Changes to Listing Rules under the SGX Consultation Paper

The proposed New Board Rules (“GLB Rules“) cover the following key matters:

Admission Requirements for Issuers Seeking to List on the GLB 

Quantitative Standards 

To be listed on the GLB under the dual listing bridge, issuers must satisfy the following quantitative standards:

1. Have a market capitalisation of at least S$2 billion based on the issue price and post-invitation issued share capital; and

2. Satisfy one of the requirements:

• • Revenue requirement: Total revenue of at least US$90 million in the latest completed financial year;
  • Income requirement:
    • Aggregate income from continuing operations before income taxes of at least US$11 million over the prior three financial years;
    • Positive income from continuing operations before income taxes in each of the prior three financial years; and
    • At least US$2.2 million income from continuing operations before income taxes in each of the two most recent financial years; or
  • Assets with equity requirement:
    • Total assets of at least US$80 million; and
    • Shareholders’ equity of at least US$55 million.

SGX RegCo will apply the quantitative standards in a similar manner to Nasdaq for Global Select Market (“Nasdaq GSM“) admission. The issuer must also have been approved for listing (in the case of an IPO), or be listed, on the Nasdaq GSM in order to be listed on the GLB.  

Fund Raising Requirement

Issuers listing on the GLB will be required to undertake fundraising in Singapore. This requirement allows issuers raise funds in both markets through a unified cross-border listing framework, lowering regulatory barriers and expanding investor access. 

Retail Brokerage Allocation

The process for subscription and fundraising for dual listings on the GLB is designed to closely mirror the milestones and timeframes used in both the US and Singapore. In the US, IPOs typically follow a sequence where the offer is priced, investors subscribe, shares are allocated after the US Securities and Exchange Commission (“SEC“) registration statement is declared effective, and trading begins the next day. Engagement with investors—including retail investors—occurs between the public filing and the declaration of effectiveness. Unlike in the US, IPOs in Singapore are required to ensure that a certain percentage of the shares being offered for sale is reserved for retail investors.

To ensure retail participation, SGX RegCo proposes that issuers must allocate the lower of 5% or S$50 million of the total value of securities offered in Singapore to one or more designated retail brokerages. Distribution will occur through these brokerages between the lodgement and registration of the prospectus.

In the MAS Consultation Paper discussed below, MAS has proposed changes to the SFA to align the milestones between the US and Singapore in respect of the prospectus registration and fundraising process, as well as to enable issuers (for all IPOs and not just for those on the GLB) to engage retail investors earlier in the IPO process, i.e. in the period from lodgement of the preliminary prospectus to the registration of the final prospectus.

Other Admission Requirements

An issuer must, at all times, remain listed on the Nasdaq GSM. If an issuer is delisted from the Nasdaq GSM or is no longer listed on the Nasdaq GSM, it will be delisted from the GLB. Please refer to the later section on “Delisting”.  Issuers must also meet the following requirements:

1. Have at least 500 shareholders worldwide at listing and an arrangement in place to facilitate the movement of securities between US and Singapore on a continuing basis;
2. Prepare financial statements in accordance with, or reconciled to, Singapore Financial Reporting Standards (International), International Financial Reporting Standards, or US Generally Accepted Accounting Principles. The annual financial statements must be audited by certified public accountants in accordance with Singapore Standards on Auditing, International Standards on Auditing, US Generally Accepted Auditing Standards, or auditing standards of the Public Company Accounting Oversight Board (United States); and
3. Have, at all times, either a Singapore resident independent director or in the alternative, a Singapore-based compliance adviser. 

Review Process 

SGX RegCo will review the listing application. All issuers shall be required to appoint accredited issue manager(s) in Singapore for the purposes of its application to list through this bridge on the GLB, and the issue managers shall be responsible for, inter alia, managing the listing application of the issuer.

Ongoing Requirements for Issuers Listed on the GLB 

Ongoing Disclosures

SGX RegCo will require:

1. Issuers on the GLB to ensure that all disclosures made in the US pursuant to their disclosure of material information obligations under the Nasdaq listing rules are announced on SGXNET;
2. All issuer filings on the US SEC EDGAR system to be announced simultaneously on SGXNET. Other material disclosures must be released via SGXNET within one trading day after US filing. SGX RegCo is also aware that certain SEC EDGAR filings, such as insider shareholding changes, may be made in the US independently by those required to do so.
3. Issuers to ensure that such filings are also disclosed in Singapore by way of an SGXNET announcement within one trading day after the date they are filed in the US if they concern changes in shareholdings of insiders, and within two trading days for all other filings.

Delisting

The issuer must, at all times, be listed on the Nasdaq GSM. If the issuer is no longer listed on the Nasdaq GSM, it will be subject to delisting from the GLB. Where the issuer remains listed on other tiers or segments of Nasdaq, the issuer will be required to arrange, at its own expense, the transfer of shares for all shareholders with holdings in the Central Depository (“CDP“) to an account within US Depository Trust & Clearing Corporation (“DTCC“). Where the issuer applies to delist from the GLB, it shall similarly be required to arrange for the transfer of all CDP shareholdings into DTCC, at its expense.

Transitional Arrangements

SGX RegCo will allow eligible issuers preparing for a Nasdaq listing to apply for a secondary listing on SGX-ST and the GLB in the period between the release of this consultation to the commencement of the GLB (“interim period“). Applications will follow the proposed GLB Rules. If approved, the issuer will be listed on SGX-ST and automatically transferred to the GLB when operational; otherwise, they remain on SGX-ST if the GLB is not established.

Issuers meeting the GLB Rules admission criteria at the time of consultation and currently secondary listed on SGX-ST may apply for the GLB Board during the interim period under the same terms. Transfers to the GLB are not supported for other issuers.

For more details, please refer to Appendix 1 to the SGX Consultation Paper which sets out the GLB Rules.

Key Proposed Changes to SFA and Regulations under the MAS Consultation Paper 

Streamlined Regulatory Framework for Issuers that are Seeking a Dual Listing, or are Dual-listed, on the GLB and Nasdaq GSM

MAS proposes to introduce a new Part 13A under the SFA that will enable MAS to make regulations to modify the application of specific market misconduct and offer-related provisions in Part 12 and Part 13 of the SFA. MAS may make regulations concerning:

1. Prospectus content requirements with a view to enabling the use of a single offer document;
2. Prospectus lodgement and registration process to allow alignment of IPO timelines between the US and Singapore; and
3. Market misconduct provisions to permit certain activities to be conducted in line with practices in the US, such as the making of forward-looking statements by issuers.

MAS may also create a simplified framework for dual listings from jurisdictions with disclosure standards that match those of the International Organisation of Securities Commissions. 

Prospectus Disclosure Requirements 

Currently, issuers planning a concurrent IPO for listing on both SGX and an overseas exchange must comply with two sets of disclosure requirements. MAS proposes streamlining these by including some US standards in regulations for IPO and post-listing stages. The following regulations would then apply to such issuers:

1. The issuer’s prospectus must include all information required by US regulations. The issuer may incorporate documents such as annual reports in its prospectus if permitted under US regulations, rather than reproduced in full; and
2. Issuers already listed on the GLB may make an offer using an offer information statement lodged with MAS that follows US disclosure standards, rather than current requirements. The statement can be lodged with another document, if its information is allowed by US rules to be incorporated by reference in a prospectus.

Prospectus Registration and Offering Process 

Issuers making concurrent offerings in Singapore and elsewhere must meet both jurisdictions’ filing requirements, which may present timing challenges. MAS proposes permitting prospectus registration at any time after lodging the preliminary prospectus—eliminating the seven-day public exposure period—to better align Singapore’s process with that of the US.

Issue managers for GLB listings must comply with MAS Notice SFA 04-N21 and conduct adequate due diligence on the issuer, with MAS considering extra guidance for dual listings. SGX and MAS will still approve the listing application and register the prospectus, and retain the discretion to reject either.

Safe Harbor: Permitting Certain Activities to be Conducted in Line with US Practices

MAS will introduce three safe harbours for GLB issuers, exempting certain trading activities conducted primarily outside Singapore from criminal and civil liability under Part 12 of the SFA, provided that all conditions are met, including good faith, and excluding cases involving fraud or dishonesty.  MAS retains the full discretion to investigate and take actions for any market misconduct offences under 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). 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. MAS proposes a similar safe harbour 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.

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. However, such repurchases could violate Part 12 of the SFA if the repurchase of shares was done partly in Singapore, or if done outside Singapore, has a substantial and reasonably foreseeable effect in Singapore, under:

• • Section 197 of the SFA, for false trading;
  • Section 198 of the SFA, for market manipulation;
  • Section 201(a) of the SFA, for employing of devices to defraud; and
  • Section 201(b) of the SFA, for engaging in fraudulent or deceptive acts, practices or course of business.

As such, MAS proposes a safe harbour 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 under the US Exchange Act of 1934 are complied with.

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. MAS proposes a safe harbour for pre-determined trading plans, 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. 

MAS also seeks feedback on further amendments to prevent criminal and civil liability for GLB activities outside Singapore, and on whether stabilising action rules should be revised for concurrent offerings on Nasdaq and the GLB.

Facilitate Offering Process in General

MAS also proposes amendments to facilitate the offering process in general:

1. Permit all issuers to engage retail investors earlier in the IPO process to enable issuers seeking a dual listing on the GLB to align the timing of their engagement with retail investors in both the US and Singapore. This aligns with MAS’ previous consultation for this change to apply to all listings, with appropriate safeguards.
2. Specify that in relation to an offer of sponsored Depositary Receipts, issuers of the underlying instrument are required to register the prospectus instead of the depositary.

For more information, please refer to the links below:

• SGX Consultation Paper on Introduction of New SGX Global Listing Board
• MAS Consultation Paper on Proposed Amendments to the Securities and Futures Act and Regulations in Relation to the Global Listing Board

If you have any queries on the above, please reach out to our team members set out on this page or KM at [email protected].