Cross-border de-SPAC transactions introduce regulatory complexity that goes well beyond a domestic business combination. When a U.S.-listed SPAC merges with a Southeast Asian target, the transaction must satisfy requirements from multiple regulatory bodies while maintaining the timeline discipline that public markets demand.
SEC Disclosure Requirements
The proxy statement or registration statement filed with the SEC must provide comprehensive disclosure about the target company, its financial condition, risk factors, and the terms of the proposed business combination. For cross-border targets, this means presenting audited financial statements prepared in accordance with U.S. GAAP or IFRS, with reconciliation where necessary, and audited by a PCAOB-registered accounting firm.
The SEC has increased its scrutiny of SPAC transactions in recent years, particularly regarding projections included in proxy materials. Sponsors and target companies should expect detailed comment letters addressing revenue recognition policies, related-party transactions, and the assumptions underlying forward-looking financial statements.
Multi-Jurisdiction Coordination
A transaction involving an Indonesian, Vietnamese, or Thai target typically requires coordination with local securities regulators in addition to the SEC. In Indonesia, the OJK may require notification or approval depending on the target’s regulatory status. Vietnam’s State Securities Commission has its own disclosure and approval requirements. Singapore’s MAS applies a lighter regulatory touch for holding company structures but maintains strict anti-money laundering and beneficial ownership standards.
Successfully navigating this multi-jurisdiction landscape requires advisors with established relationships across all relevant regulatory bodies and a project management framework that tracks parallel workstreams without allowing any single jurisdiction to create timeline bottlenecks.
CFIUS Considerations
The Committee on Foreign Investment in the United States reviews transactions that could result in foreign control of U.S. businesses. While a de-SPAC involving a Southeast Asian target listing in the U.S. may not always trigger mandatory CFIUS filing requirements, certain sectors — particularly those involving critical technology, sensitive personal data, or proximity to government facilities — may warrant a voluntary filing to secure regulatory certainty before closing.
At Aetherium Acquisition Corp, our cross-border advisory practice is built specifically to manage the regulatory complexity inherent in U.S.-Asia SPAC transactions. Proactive regulatory engagement and experienced counsel are the foundations of successful execution.
