Pathways to US Market: Inside the Hall Chadwick Sydney Forum

The room was full. Boards, CFOs and advisers turned out for a discussion that moved well past the headline appeal of a US listing and into the mechanics — exchange choice, SPAC structuring, PIPE sequencing, cross-border legal approvals, and the debt financing questions that rarely get airtime.

Why this, why now

Opening the forum, Drew Townsend set out the case for Australian companies to be actively thinking about US capital markets. The ASX is deep and well-regulated, but it is a generalist market by global standards. For companies in sectors where US capital is structurally better suited to fund the story — critical minerals, energy infrastructure, AI and quantum, defence, and the circular economy — the US market offers a specialist investor base that Australia simply doesn’t have at the same depth.

The panel

Moderated by David Andrada, Partner at Hall Chadwick, the panel brought together:

• Bob McCooey — Vice Chairman, Global Head of Capital Markets at Nasdaq
• Andy Tucker — Partner at Duane Morris
• Brandon Sun — Managing Director, Head of SPAC Investment Banking at Cohen & Company
• Chris Dirckze — Partner at Gadens
• Richard Saywell — Director of Corporate Finance at Blue Ocean Equities

Nasdaq vs NYSE — and why exchange choice matters more than people think

Bob McCooey opened the exchange discussion by pointing out that the choice between Nasdaq and NYSE isn’t a branding decision — it’s about which exchange’s sector-specific liquidity, index-inclusion pathways and specialist investor base actually fit a company’s story. That difference is more pronounced again for smaller or pre-revenue issuers, where exchange choice often comes down to where the specialist capital actually sits.

On SPACs specifically, McCooey was clear that today’s market bears little resemblance to 2021. Tighter Nasdaq listing rules and better-capitalised sponsors have reset the credibility of the structure. The panel’s read: this resurgence is not evenly spread. It’s concentrated in the same sectors flagged in the opening remarks — critical minerals, energy, AI, defence and the circular economy — which matters for how confidently a board in one of those industries can rely on the trend continuing.

Do Australian investors actually want in?

Richard Saywell brought the conversation back to where most Australian boards are starting from: investors who are heavily weighted to ASX-listed, domestic assets, with varying appetite for anything offshore. His view was that Australian capital is willing to follow a company to the US — but it takes direct engagement with investors, not a generalist roadshow, to bring a register along. He walked the room through a case where Australian investors backed a US deal, and what specifically changed their minds. Institutional and retail appetite, he noted, isn’t identical — a point with real implications for how companies sequence shareholder communications and PIPE conversations.

Saywell also addressed the part of the capital stack that gets the least airtime in most SPAC discussions: debt. His guidance was that existing Australian lending and security arrangements can complicate a redomicile in ways that aren’t always obvious upfront, and that there’s a specific point in the process where bridge financing becomes necessary — being early and prepared on financing, rather than reactive, generally produces better terms.

What separates a SPAC that works from one that doesn’t

Brandon Sun took the panel into deal mechanics. His central point: the risks that sink a SPAC deal after close are very often visible during diligence — which is why diligence should be treated as risk management, not a compliance step. He reframed committed PIPE capital as a genuine advantage a company brings to a deal, rather than a patch for redemption risk, and walked through where PIPE fits in the sequencing of a SPAC timeline. Not every company suits a SPAC merger — the businesses that make the most sense have a defined resource, a contracted project, or a technology already in commercial deployment, which lets sponsors and PIPE investors underwrite the deal on a compressed timetable.

The ASX-side legal workstream that has to run on the same clock

Chris Dirckze covered the Corporations Act and ASX Listing Rules considerations that run in parallel with the US securities process — scheme of arrangement, takeover, share sale, share exchange or an Australian top-hat restructure, each with different timing, shareholder approval and tax consequences. For ASX-listed companies, one of the biggest strategic questions is whether to retain the Australian listing alongside a US one or transition entirely — a decision with real consequences for liquidity, compliance costs, and existing Australian shareholders. His message throughout: identify FIRB, tax, stamp duty and shareholder-approval requirements early, because they shape the realistic transaction timetable.

The ASX-side legal workstream — from scheme and takeover to restructure — has to run on the same clock as the US process.

Disclosure risk and the questions a board should ask before signing anything

Andy Tucker addressed the areas of increased regulatory scrutiny in de-SPAC transactions — financial projections, valuation support, sponsor and adviser conflicts, and what can be said during PIPE marketing. Asked which of the three pathways — IPO, SPAC or dual listing — carries the most legal risk, Tucker gave the panel a genuine legal-risk lens on a decision usually framed in commercial terms. He also flagged the sponsor red flags boards should know before signing a letter of intent, and named the F-4 filing critical path as the item that, if delayed, delays everything else — including the PIPE raise.

The takeaway

Across every panelist, one theme repeated: preparation compounds. Whether it’s diligence, shareholder engagement, SEC readiness or financing arrangements, the workstreams that start early are the ones that don’t become the reason a deal slips or falls over. For Australian boards genuinely weighing a US listing, that’s the practical starting point — not whether the US market is right in theory, but whether the business is ready to withstand the process in practice.