For companies contemplating an initial public offering (IPO), the regulatory landscape is a critical determinant of success. Singapore is proactively evolving its framework to enhance its attractiveness as a listing destination.
In May 2025, both the Monetary Authority of Singapore (MAS) and the Singapore Exchange Regco (SGX Regco) issued consultation papers detailing significant proposed amendments aimed at strengthening the competitiveness of Singapore's equities market, based on industry feedback and international best practices.
If you are considering your IPO journey, understanding these potential upcoming shifts from these two key Singapore regulators, MAS and SGX Regco, will be paramount.
Changes in admission criteria for Mainboard issuers
Reduced profit threshold – SGX Regco is considering reducing the pre-tax profit thresholdfrom S$30 million to S$10-12 million, or that the threshold be removed entirely.R
educed operating track record for life sciences companies – it is proposed that the operating track record be cut from 3 to 2 years. Applicants must be primarily engaged in lab R&D 1 year before listing, with at least 1 product developed beyond the concept stage.
Shift to disclosure-based approach for certain qualitative criteria
Conflicts of interest (COIs) – SGX Regco recognises that certain interested persontransactions may be beneficial to issuers. Instead of requiring applicants to resolve or mitigate COIs before or after listing, applicants are to disclose material COIs and the measures, if any,taken to resolve or mitigate such COIs.
Loans involving directors or substantial shareholders – such debt arrangements are no longer prohibited. Applicants are to disclose the arrangements if actual or material COIs would arise.
Regulatory compliance – instead of requiring applicants to confirm that all requisite regulatory approvals are obtained and applicants are in compliance with laws and regulations,applicants need only disclose potential approval, legal or compliance issues that would materially affect business or operations.
Profit forecasts – the requirement for auditors’ letters to address profit forecasts will be removed, and the onus will be on the issuer's board to attest that the profit forecast is consistent with accounting policies and based on reasonable assumptions. This proposed change is in line with the EU and UK approaches, and acknowledges that profit forecasts involve a high degree of business judgment.
Interim financial statements - interim financial statements covering at least the first 6months of the current financial year will only be required if the last full-year financial statements are more than 9 months old before lodgement . This proposed change is in line with the US, EU, and UK approaches, and offers a longer window for IPOs launches, which will be helpful in times of market volatility.
Use of revaluation surpluses – surpluses from revaluation of plant and equipment may be used, amongst other matters, to calculate net tangible assets and/or issue bonus shares.
Secondary listings – for issuers already primarily listed on certain overseas exchanges, new simplified prospectus disclosure requirements that are aligned with the International Organization of Securities Commissions (IOSCO) Standards, which are used by many established markets, permitting issuers to use their home market disclosures with minimal adaptation for Singapore.
Broadened investor outreach
Earlier engagement with retail investors – subject to certain safeguards being in place,applicants will be permitted to present retail investors with the preliminary prospectus once it is lodged.
Earlier engagement with institutional investors (IIs) and accredited investors (AIs) –subject to certain safeguards being in place, including materials shared with IIs and AIs being provided to MAS upon request, applicants will be permitted to present oral or written material about the intended IPO at any time prior to lodgment of the preliminary prospectus.
More information pre-registration – it is proposed that the scope of information that may be disseminated be expanded, to included the purpose, anticipated timing and manner of the proposed offering.
Revised post-IPO regulatory approach
No watchlist – it is proposed that the watchlist for Mainboard issuers be removed altogether,although the requirement to announce if pre-tax losses for 3 consecutive financial years will remain.
Private queries – issuers will generally be engaged privately instead of publicly in most situations. Public responses will only be required if the information is deemed materially priceor trade-sensitive, and trade-with-caution alerts will generally have a limited validity period of 2 weeks.
Trading suspensions – trading suspensions will only be considered if there is clear evidence that the issuer has going concern issues, such as formal insolvency or restructuring proceedings being commenced.
Conclusion
The changes proposed by MAS and SGX Regco appear designed to enhance the efficiency and attractiveness of Singapore as an IPO destination, and to foster a more dynamic and responsive market – one that rewards transparency and genuine investor engagement. Issuers are expectedto benefit from greater flexibility, but this also comes with a corresponding increase in market-driven accountability.
We encourage you to consider how these upcoming changes might benefit your IPO and listing strategy in Singapore.
If you would like to explore how these developments could impact your business, please get in touch.
