Backdoor Listing on Nasdaq? The Overseas "Rehabilitation" Journey of Xiaoyangge

Deep News03-03

In the final week of February 2026, news exploded across the Chinese internet: the Sanzhiyang Group, led by "Crazy Xiaoyangge," had successfully achieved a backdoor listing via a US-listed company and landed on the Nasdaq. Public opinion instantly boiled over. Supporters cheered the "grassroots success story finally paying off," while skeptics pointed to last year's nearly 70 million yuan fine, wondering, "How can they bounce back from this?" However, just one day later, Sanzhiyang issued a sternly worded statement pouring cold water on the rumors: there was no backdoor listing, no IPO application, and the so-called Nasdaq listing was merely a business cooperation for overseas live-streaming operations.

People often use familiar old maps to chart unfamiliar new territories. The term "listing" carries the ultimate aspiration for many Chinese regarding a company's success. But when complex international capital operations collide with severe local business setbacks, the truth is often more fascinating, and harsher, than the legend.

The widespread speculation about capital maneuvers and backdoor listings missed the mark entirely. This was not a capital狂欢 for the Xiaoyangge brothers. The essence of the matter is that their live-streaming e-commerce model, which succeeded domestically but also caused trouble, has temporarily stalled at home. Therefore, this is not a simple business expansion but a strategic, high-stakes shift, betting the company's foundation on a new direction. This time, however, what's being transferred isn't Xiaoyangge himself, but the highly sharpened Chinese live-streaming e-commerce playbook behind him.

**01 The Shell and the Core: Who is Borrowing Whose Boat?**

The starting point of this misunderstanding was an acquisition deal far across the Pacific. In January of this year, a small US-listed company named Rich Sparkle (later renamed ANPA) announced the acquisition of a company called Step Distinctive for approximately $975 million. What truly drew attention to this transaction was Step Distinctive's shareholder structure: globally top influencer "Khaby Lame," with over 160 million TikTok followers, held a 49% stake; a Chinese enterprise named "Anhui Xiaobei Yang Network Technology Co., Ltd." held a 13% stake.

Following the ownership trail, observers traced back to Hefei Lington Culture Media, ultimately revealing the familiar faces of Zhang Qingyang (Crazy Xiaoyangge) and Zhang Kaiyang (Crazy Dayangge). This seemingly formed a perfect logical loop for a backdoor listing: the owners of Sanzhiyang held shares in a company acquired by a US-listed firm, a classic case of the guest becoming the host, right? But this was precisely the biggest misinterpretation. As professionals pointed out, "This is not Sanzhiyang's backdoor listing; it's Khaby Lame's backdoor listing, with Sanzhiyang hitching a ride overseas."

In this three-party game: - Khaby Lame possesses a global IP; he is the core. - Rich Sparkle possesses the Nasdaq listing status; it is the shell. - Sanzhiyang possesses the robust live-streaming e-commerce operational expertise, honed in the Chinese market despite setbacks; it is the paddle.

The core consideration of the deal was: Khaby Lame exchanged his 49% stake for control of the listed company, achieving asset securitization for his personal IP. Post-acquisition, the new listed entity ANPA's ownership structure was as follows. ANPA did not expend any cash, acquiring Step Distinctive entirely through stock. Sanzhiyang did not receive a single dollar in cash; they exchanged a commitment to exclusively operate Khaby Lame's commercial value globally for the next 36 months—including live-streaming planning, cross-border supply chain management, AI digital human development—for approximately an 11% stake in ANPA, becoming a strategic shareholder.

Therefore, Sanzhiyang did not buy a shell; they sold a decade of operational expertise. They signed what is essentially a performance-based agreement, betting that in distant overseas markets, with a completely different face, they can rebuild a commercial empire nearly twice the size of their peak—partner Rich Sparkle publicly mentioned a target of achieving $4 billion in annual revenue in the future.

The $4 billion annual revenue target, equivalent to approximately 27.76 billion yuan, means recreating a peak-era Sanzhiyang overseas.

**02 Exile and Expedition: Boarding a Ship with No Return**

To understand why Sanzhiyang was willing to go overseas in what seems like a role of preparing the bride for another, one must look back at the scorched earth they left behind. In September 2024, the false advertising scandal involving "Hong Kong Meicheng Mooncakes" became a watershed moment for this super MCN. The nearly 70 million yuan in fines, the suspension and rectification of all online accounts, and the public criticism severely knocked the company from its pedestal.

Even today, although authorities announced in March 2025 that its rectifications met requirements, the scars run deeper than imagined. Due to various rumors and a damaged personal image, the key figure, Crazy Xiaoyangge, has yet to formally return to the live-streaming room. The once-massive anchor matrix has disintegrated, with the number of signed individuals plummeting from over 2,000 at its peak to just over 300 now. Core top anchors like "Qi Laoban" and "Zhuo Shilin" have terminated their contracts. The IP empire once maintained by a master-disciple system is undergoing a painful separation.

Post-revival data in the domestic market is particularly chilling. A four-hour live stream generated cumulative sales of less than 250,000 yuan—a figure that might not even have matched the pocket change of a secondary host during their heyday. In the domestic market, rebuilding trust is a far longer and more arduous process than acquiring traffic. Once the face of Crazy Xiaoyangge became subtly associated with false advertising in consumers' minds, even massive continued investment in the domestic battlefield yields diminishing returns nearing freezing point. This is an exile with no way back.

Therefore, when the globally top IP of Khaby Lame, completely unaffected by domestic negative sentiment, appeared on the horizon, it represented a potential lifeline for Sanzhiyang. It meant a clean identity offering physical isolation from risk, a new overseas battleground for a fresh start. In fact, Sanzhiyang's overseas plans had foreshadowing. In 2023, Xiaoyangge voiced ambitions to "earn foreigners' money," followed by pilot efforts in Southeast Asian markets. The domestic suspension period, ironically, became a sprint phase for their all-in overseas push.

By partnering with Khaby Lame, Sanzhiyang has upgraded its former "content slice distribution" tactic to the level of "global IP operation," even securing authorization for an AI digital replica—meaning a "Digital Khaby Lame" that can livestream 24/7 in various languages, selling products on TikTok. This technology-driven ambition indeed represents a step forward from simple influencer sales.

**03 Setting Sail, but the Shore Left Behind is Not the Shore Ahead**

This transaction garnered significant attention also because it perfectly aligns with two current narratives about Chinese companies going global. One is the global spillover of capabilities. In the past, exports were shoes, socks, and home appliances. Now, Sanzhiyang attempts to prove that China has developed "infrastructure-level" capabilities in business models like live-streaming e-commerce, which restructure "people, goods, and scenes," that can be exported. They are no longer exporting just goods, but the operational know-how, supply chain, and MCN expertise.

The other narrative is the digital rebirth of IP. Khaby Lame is completely different from the loud, hype-driven domestic sales anchors. He rose to fame through silent, expression-filled reaction videos. This quiet comedic style has a major advantage: it's universally understandable, with no cultural barriers.

More importantly, it is particularly suited for AI digital humans—he already has few lines, making it technically simpler for AI to learn his facial expressions and movements to create a 24/7 live-streaming "Digital Khaby Lame" compared to mimicking a talkative host. Sanzhiyang is betting that it can activate the commercial potential behind this global top-tier IP using its most proficient domestic supply chain and conversion techniques.

However, while the dream is appealing, the voyage is destined to be turbulent. The first major risk is the harshness of the performance-based agreement. The $4 billion annual revenue target means transforming an influencer who has never seriously engaged in sales into the world's top live-streaming seller within just three years. This tests not only Sanzhiyang's operational prowess but also overseas consumption habits, logistics infrastructure, and the maturity of TikTok's e-commerce platform. Currently, TikTok Shop in Europe and America is still in its nascent stages; achieving this goal is akin to building a skyscraper on quicksand.

The second risk is the fear that domestic troubles might resound overseas. Although Sanzhiyang has legally separated the domestically penalized entity from the overseas operating company through complex ownership structures, this isolation may be temporary. The disclosure rules of the U.S. Securities and Exchange Commission require the background and regulatory history of major shareholders to be disclosed. If past domestic scandals are unearthed by competitors during the fulfillment period, it could significantly negatively impact the team's overseas operations.

The third risk is the potential mismatch in IP persona. Khaby Lame's popularity is built on a "non-collaborative, non-commercial" pure persona. Will his fans accept a digital avatar that hawks products 24/7 with shopping cart links? This identity rift, from content creator to salesperson, is a critical challenge for IP commercialization in any market.

**Conclusion**

Sanzhiyang's venture related to the US stock market delivers a vivid lesson in modern business in a highly dramatic fashion. We once thought a company's arrival was marked by ringing the bell, listing, and the securitization of wealth. But Sanzhiyang's story suggests that true arrival might be finding a ship to a new world after running aground at home. They didn't ring a bell, but they did secure a ticket to the global market. Although Khaby Lame is at the helm and US capital provides the vessel, the core engine in the hull remains "Made by Sanzhiyang" from Hefei, Anhui.

This is no longer a simple tale of a comeback. It is a complex case study of crisis-forced transformation and the reverse export of capability. Its outcome will depend on whether Sanzhiyang can painfully iterate and correct its operational system—proven yet criticized domestically—within a cross-cultural context. As the old battlefield becomes increasingly entrenched, the vast potential overseas might be the key to breaking the deadlock.

This is a high-stakes gamble. It bets on whether Chinese live-streaming e-commerce operational capabilities can be replicated overseas, whether a global top influencer who has never sold goods can become a sales king, and whether Sanzhiyang, after facing a 70 million yuan fine, broadcast suspensions, rectifications, and the loss of core anchors, can still prove its worth. In 36 months, the answer will be revealed.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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