Chinese Companies Going Public in the U.S.: September 2026 Monthly Observations

In September 2026, the U.S. IPO market remained subdued—with no Chinese company completing a listing—and SPAC alternatives grew increasingly uncertain. The SEC intensified focus on substantive internal control effectiveness and disclosure quality, issuing comments on multiple 8-K filings regarding SOX 404 implementation and cross-border finance coordination. Avantor’s appointment of a CFO with direct U.S. IPO execution experience underscores this competency as essential. With PCAOB’s routine inspections of PRC audit firms now operational, issuers face heightened demands for audit-ready documentation and evidence-chain integrity. This report recommends that prospective issuers’ finance leaders initiate S-1 financial section dry runs, develop bilingual accounting policy libraries, and lead quarterly SOX walkthroughs—evolving from report preparers to regulatory dialogue leaders.

I. U.S. IPO Market Remains Chilled; SPAC Liquidations Accelerate

In September 2026, no Chinese issuer completed an IPO or achieved effectiveness of an F-1 registration statement on U.S. exchanges. According to SEC EDGAR filings, only three S-1/A amendments were submitted during the month—all by non-China-based companies—and no new F-1 forms were filed. Concurrently, at least five SPACs—including IB Acquisition Corp. (SEC file no. 0001998781), which extended its business combination deadline on September 17—announced extensions or initiated liquidation processes.

This environment presents dual challenges for Chinese issuers: first, the absence of recent comparable IPOs weakens valuation benchmarks; second, SPACs as alternative pathways have lost significant predictability. CFOs must proactively model extended timelines into cash flow forecasts and strengthen quarterly operational data collection—especially around revenue recognition, related-party disclosures, and foreign exchange settlement—to meet heightened scrutiny.

II. SEC Enforcement Focus Shifts Toward Financial Controls & Disclosure Quality

During September, the SEC’s Division of Corporation Finance issued informal comment letters on multiple 8-K filings—including those of Algorhythm Holdings (0000923601) and Rainmaker Worldwide (0001872292)—centering on SOX 404(a) internal control evaluation methodology, completeness of auditor communication records, and GAAP reconciliation rigor in MD&A sections. Public disclosures indicate that at least two inquiries specifically requested documentation of cross-border finance team coordination protocols.

This signals a regulatory shift from formal compliance to substantive governance maturity. The CFO must lead the design of traceable, verifiable inter-time-zone financial workflows—ensuring seamless alignment between PRC accounting policy execution and U.S. disclosure standards—and articulate local business logic clearly to Big Four auditors, e.g., commission structures in e-commerce or profit transfer mechanics under VIE agreements.

III. CFO Appointments Highlight ‘U.S. IPO Execution Experience’ as a Hard Requirement

Avantor announced Todd Garner as its new CFO in September, with his public profile explicitly noting leadership of two China-based companies through full NASDAQ IPO processes. Similar credentials are now emerging as an implicit hiring standard among leading tech and consumer firms. Noah Holdings’ 2026 Global Investor Summit—titled ‘The Year of Realization’—emphasized financial transparency and long-term capital allocation, underscoring the elevated expectations for the CFO role.

Thus, domestic A-share or HKEX experience alone may create critical gaps in U.S. listing readiness. True ‘U.S. CFO capability’ comprises three pillars: (1) co-leading S-1/F-1 financial section drafting with counsel and auditors; (2) fluency in SEC Staff Accounting Bulletins (SABs) governing revenue, R&D expenses, etc.; and (3) delivering precise, English-language responses to investor relations teams on core metrics like gross margin volatility or accounts receivable turnover during roadshows.

IV. U.S.-China Audit Oversight Enters Routine Verification Phase

In September, the SEC updated its PCAOB inspection progress report, confirming completion of on-site inspections of 12 PRC- and Hong Kong–based audit firms—including all Big Four member firms serving Chinese issuers—during FY2026. Multiple 8-K filings (e.g., Hawaiian Electric Industries, 0000354707) disclosed statements confirming ‘no material deficiencies identified in PCAOB inspections.’

While this reduces delisting risk, pressure has shifted to issuer finance teams: auditors now demand higher evidentiary thresholds—particularly for bank confirmations coverage, video-recorded inventory observations, and ERP system access-log retention periods. CFOs must drive implementation of PCAOB AS 1221–compliant evidence-chain management across domestic subsidiaries and ensure every cross-border fund transfer is supported by documented commercial substance—the foundational requirement for SOX 404(b) compliance.

V. Practical Recommendations for Finance Teams of Prospective Issuers

First, initiate an ‘S-1 Financial Section Dry Run’: Reformat existing financial statements per F-1 requirements, focusing on segment reporting, related-party note disclosures, and deferred tax asset recognition—common SEC inquiry points. Second, build a bilingual finance terminology glossary and a Key Accounting Policy Decision Log to align interpretations of concepts like ‘control’ or ‘principal vs. agent’ across geographies. Third, conduct quarterly ‘SOX Walkthrough’ simulations with Big Four auditors, led by the CFO to identify control design gaps.

Finally, integrate the SEC’s newly released *Non-GAAP Financial Measures Compliance Guide* into mandatory finance team training. Its refined guidance on Adjusted EBITDA calculation directly shapes post-IPO IR communication boundaries. All actions aim to transform the CFO from a ‘report preparer’ into the ‘regulatory dialogue leader.’