AUM Advisors Insights
HOW A JAPANESE COMPANY LISTS ON NASDAQ OR NYSE
A practical IPO listing guide for Japanese management teams and boards
Short answer: A Japanese company can list in the United States in three ways: a traditional IPO, a merger with a SPAC (de-SPAC), or a direct listing. It can list as American Depositary Shares (ADSs) or, increasingly, as Japanese common shares. Most issuers file as foreign private issuers and may report under U.S. GAAP or IFRS. Plan on 12–18 months of readiness work before listing day, and on a deal large enough to attract institutional investors.
Key points
Three paths. An IPO raises the most primary capital. A de-SPAC offers more certainty on price and timing. A direct listing raises little or no new money.
Two security structures. ADSs are the familiar route for U.S. investors. Direct listing of Japanese common shares is now workable: LogProstyle was the first unlisted Japanese company to list its common shares directly on the NYSE American, in 2025.
Accounting. We recommend U.S. GAAP for most issuers. IFRS is fully accepted, and the right choice for some companies.
Scale and communication decide outcomes. Smaller Japanese issuers have found it harder to attract an institutional following in the U.S. The answer is not to stay home; it is to come to market at the right scale — or nurture the company to that scale first — and to run proactive investor communications from day one. PayPay shows what the full U.S. package looks like when both are in place.
Size matters. Nasdaq now requires at least $15 million of freely tradable public float for companies listing under its net income standard, up from $5 million on the Capital Market. However, $30 million+ is a more realistic baseline.
Three Japanese models. PayPay (IPO), Kura Sushi USA (subsidiary IPO) and TOYO (SPAC merger) show what works, and why.
Why Japanese companies are looking at the U.S. now
The current cycle is the most international in U.S. market history. Foreign issuers accounted for 57% of 2025 U.S. IPOs, and 43% of the de-SPAC targets announced in the first half of 2026 were headquartered outside the U.S. (AUM Advisors, Three Paths to a U.S. Listing).
For Japanese companies, the reasons are concrete:
A deeper investor pool. U.S. investors are a bigger and more specialized base for growth sectors such as fintech, software, consumer brands, clean energy and deep tech.
Higher valuations. U.S. investors often value growth companies more highly than the domestic market does.
U.S. dollar currency. Listed shares become a dollar-denominated currency for U.S. acquisitions and for paying U.S. employees in stock.
Credibility with U.S. partners. A Nasdaq or NYSE listing helps with U.S. customers, partners and future hires.
The decision is a serious one. A poorly built U.S. listing is visible at home: your banks, customers and future employees in Japan will see the result. The rest of this guide covers how to get it right.
The three paths, applied to Japanese issuers
| Traditional IPO | SPAC merger (de-SPAC) | Direct listing | |
|---|---|---|---|
| New capital | Yes. Usually the largest raise | Yes, from SPAC trust cash plus PIPE investors | Little or none |
| Price and timing certainty | Low. Set at pricing, exposed to market windows | Higher. Valuation negotiated in advance | Low. Set by the opening auction |
| Best fit | Profitable or high-growth companies that can raise $50M+ and attract institutional investors | Companies with a clear growth story that need certainty and can secure $100M+ of institutional capital at close | Companies with an existing shareholder base and enough liquidity to support trading from day one |
| Main risk for Japanese issuers | The micro-cap IPO trap: a small float, thin trading and no analyst coverage | High redemptions and a thin float if the PIPE is weak | Poor price discovery when U.S. demand hasn't been built in advance |
AUM's research across every U.S. listing since 2024 found one pattern that holds on every path: size and institutional participation predict outcomes. For example, de-SPACs that closed with at least $100 million of institutional capital posted a median two-year return of +17.2%. Deals below that line posted −90.3% (AUM Advisors).
Three Japanese success stories
PayPay: the large-cap IPO done right. SoftBank's payments platform priced its Nasdaq Global Select IPO on March 11, 2026: 54,987,214 ADSs at $16 each (PayPay), raising about $880 million and valuing the company at $12.7 billion (Reuters).
It priced through a volatile week. PayPay set its price below the $17–$20 marketed range rather than postponing.
Strong first trading. The shares opened 19% higher.
Analyst coverage followed. Twelve analysts now cover the stock: 10 rate it Buy or Overweight, 2 rate it Hold, and none rate it Sell. Their mean price target is $22.99 (FactSet, as of Oct 18, 2026).
Real liquidity. The ADSs trade about $12.4 million a day on average, and the stock closed at $15.68 on October 16, within 2% of its issue price (FactSet, as of Oct 16, 2026).
The underwriters' over-allotment option was fully exercised (SEC filing).
Lesson: a well-prepared Japanese issuer with real scale gets the full U.S. package of primary capital, analyst coverage, institutional ownership and daily liquidity. That package is worth more than squeezing the last dollar out of the offer price.
Kura Sushi USA: the U.S. subsidiary IPO. Kura Sushi, Inc., the Tokyo-based revolving-sushi group, took a different route. It listed its U.S. operating subsidiary rather than the Japanese parent.
The IPO. Kura Sushi USA priced its Nasdaq IPO at $14.00 per Class A share in July 2019, with 22 U.S. restaurants at the time (Nasdaq; Nasdaq).
Growth since. It operated 91 restaurants as of May 31, 2026, and reaffirmed fiscal 2026 sales guidance of $330.5–$331.5 million (Kura Sushi USA 8-K).
Share price. The stock closed at $38.11 on October 16, 2026, about 2.7 times its IPO price (Kura Sushi USA).
Lesson: if your growth engine is a U.S. business, listing that business as a U.S. company can be the cleanest structure. It uses U.S. GAAP and U.S. common stock, and U.S. investors can compare it directly with domestic peers. Meanwhile the Japanese parent keeps its Tokyo listing and remains the largest shareholder, with 34.1% of the shares (FactSet ownership data). Nine analysts cover the stock, six of them at Buy (FactSet, as of Oct 18, 2026).
TOYO: the de-SPAC carve-out. TOYO Co., Ltd is a solar cell and module maker headquartered in Tokyo, whose controlling shareholder is the Tokyo Stock Exchange-listed Abalance Corporation (TOYO 20-F). It listed on Nasdaq through a merger with Blue World Acquisition Corp. that closed on July 1, 2024 (Nasdaq).
Fit with U.S. demand. The SPAC route let a Japanese-controlled group bring a carve-out positioned for U.S. solar demand to the U.S. market on a negotiated valuation.
Financial results. In fiscal 2025, reporting under U.S. GAAP, TOYO generated $427.4 million of revenue and $37.2 million of net income (TOYO 20-F).
Growth in 2026. First-half 2026 revenue rose 87.6% year over year to $261.0 million, with net income of $45.8 million (TOYO 6-K).
Analyst coverage. Roth Capital Partners and H.C. Wainwright maintain Buy ratings.
Raising capital as a public company. The Nasdaq listing has given TOYO ongoing access to U.S. capital. In June 2026 it closed a $50 million registered direct offering with institutional investors (TOYO), and together with its at-the-market program it raised about $52.6 million of net proceeds in the first half of 2026 (TOYO 6-K).
Funding U.S. expansion. Those proceeds are building capacity. TOYO is doubling its Houston module capacity to roughly 2 GW, with a second production line entering production in September 2026, and has announced a $357 million, 1.5 GW HJT solar cell facility on the same Texas campus — creating a fully integrated, domestic-content-compliant U.S. manufacturing hub (TOYO 6-K).
Lesson: a de-SPAC can bring a profitable Japanese business to Nasdaq on certain terms. While the stock price may have some volatility, a U.S. listing can dramatically accelerate market expansion and build customer confidence.
A cautionary note on direct listings
A direct listing works only when buyers and sellers are both in place before the opening auction. Advasa Holdings, a Tokyo-headquartered fintech, completed the first Japanese direct listing on Nasdaq in August 2026. It opened at $12.00 and closed its first day at $6.26 (AUM Advisors). For most Japanese issuers without an existing U.S. investor base, an IPO or de-SPAC is the safer route.
ADSs or Japanese common shares?
This is one of the first structural decisions a Japanese issuer makes, and one of the most consequential.
How each works
ADSs (American Depositary Shares). A U.S. depositary bank holds your common shares through a custodian in Japan and issues ADSs that trade in U.S. dollars and clear through DTC (Securities Law Blog). PayPay listed this way.
Direct common shares. Your Japanese common shares are themselves listed and settled through the U.S. system. This required new legal work on Japan's Companies Act and its Foreign Exchange and Foreign Trade Act (FEFTA), and DTC has now accepted the structure (Securities Law Blog).
A third option: list a different entity. You can list a U.S. subsidiary (Kura Sushi USA) or a Cayman or other offshore holding company (TOYO). Either avoids the question entirely, at the cost of a corporate restructuring.
Pluses and minuses
| ADSs | Direct Japanese common shares | |
|---|---|---|
| Pluses | Familiar to U.S. investors, analysts and brokers. Fully compatible with DTC and U.S. brokerage systems. | Structurally simpler. No depositary, deposit agreement or custodian chain. |
| Long track record. Well-established legal and operational framework. | One security. The same shares outstanding everywhere, so the shareholder base is aligned. | |
| Flexible ratio. The ADS-to-share ratio can be set to hit a U.S.-style per-share price. Ratio can be adjusted without complex legal steps to change primary shares. | No depositary fees charged to investors. | |
| Depositary services. The depositary converts dividends to dollars and handles corporate-action mechanics. | A possible future dual listing. Keeps open the option of listing the same shares on the TSE later, subject to remaining regulatory hurdles. | |
| Available to small and mid-caps that can't find a depositary. | ||
| Minuses | Hard to get for smaller issuers. Many U.S. depositary banks and Japanese custodians are unwilling to support ADS programs for small and mid-cap Japanese issuers on commercial terms. | Few precedents. Some U.S. institutions and brokers are still unfamiliar with the structure. |
| Ongoing fees and coordination. Investors pay depositary fees, and the program requires ongoing coordination among issuer, depositary and custodian. | More upfront legal work. Requires specialized Japanese and U.S. legal opinions and careful transfer-agent and settlement setup. | |
| Indirect voting. ADS holders vote through the depositary. | Japanese corporate mechanics are exposed. U.S. investors deal directly with Japanese record dates, voting procedures and shareholder rights. | |
| An extra layer between the company and its U.S. shareholders. |
Our view: large issuers that already have depositary relationships should usually choose ADSs, because familiarity still lowers the cost of capital at scale. For small and mid-cap issuers, direct common shares are now a credible and often more practical choice. If your growth is primarily in the U.S., consider listing a U.S. subsidiary.
U.S. GAAP or IFRS?
As foreign private issuers, Japanese companies may file with the SEC under U.S. GAAP, under IFRS as issued by the IASB, or under home-country GAAP (such as J-GAAP) with a reconciliation to U.S. GAAP (SEC Financial Reporting Manual, Topic 6). In practice, the choice is between U.S. GAAP and IFRS.
We generally recommend U.S. GAAP, for four reasons:
Comparability. U.S. investors and sell-side analysts benchmark you against U.S.-listed peers that report under U.S. GAAP. Removing translation friction from the investment case helps valuation and coverage.
Protection if FPI status changes. If you ever lose foreign private issuer status, you must report under U.S. GAAP. That can happen if a majority of your shares come to be held by U.S. residents and the business-contact test is met. In June 2025 the SEC also began a review of whether to narrow the FPI definition (SEC concept release).
De-SPAC and U.S.-market fit. SPAC sponsors, PIPE investors and U.S. auditors work most efficiently in U.S. GAAP. TOYO and Kura Sushi USA both report under it.
Optionality. A company reporting under U.S. GAAP can later redomicile, do U.S. acquisitions or switch to domestic-filer status without restating its history.
IFRS remains a good choice when:
The parent already reports under IFRS. Many large Japanese groups voluntarily report under IFRS, and running two standards is costly.
The investor base is global. Your investors and peers are spread across Europe and Asia rather than concentrated in the U.S.
The issuer is a large-cap. At PayPay's scale, analysts adapt easily, and PayPay files under IFRS (PayPay).
Either way: begin the conversion from J-GAAP early. Two to three years of statements audited under PCAOB standards are typically required (two for emerging growth companies), and the conversion is often the single longest step before listing.
The 2026 rule environment
Higher float requirement. Effective January 17, 2026, new Nasdaq listings under the net income standard must have at least $15 million of market value of unrestricted publicly held shares (Gunderson Dettmer). In our view, a $30 million offering is the minimum size required to clear Nasdaq listing qualifications and attract some seed institutions. Very small offerings are effectively closed off.
Broader discretion to deny. Nasdaq can now refuse a listing based on concentration of share ownership, management experience and other risk factors. A broad, genuinely independent shareholder base matters more than ever.
Foreign private issuer rules. The SEC's review of FPI eligibility is ongoing (SEC). Structure with that uncertainty in mind.
Timeline and readiness
| Phase | Typical timing | Key work |
|---|---|---|
| Strategy and structure | Months 1–3 | Choose the path (IPO, de-SPAC or direct), the security (ADS or common shares), the listing entity and the accounting standard |
| Readiness | Months 3–12 | Convert to U.S. GAAP or IFRS with PCAOB audits; build governance (independent directors, audit committee); set up U.S. legal and IR infrastructure |
| Execution | Months 12–18 | Registration statement (F-1 or F-4), SEC review, investor education, then pricing or closing |
| Life as a public company | Year 1 onward | Quarterly reporting and guidance, analyst coverage, a U.S. investor-meeting program, follow-on readiness |
Our research shows that the first two years after listing decide most outcomes. Companies that invest in investor communications, analyst coverage and institutional ownership in years one and two are the ones that compound value (AUM Advisors, The Five Disciplines of De-SPAC Success).
Frequently asked questions
Can a Japanese company list on Nasdaq without listing in Tokyo first?
Yes. PayPay listed in the U.S. as its first public listing, and LogProstyle and Advasa Holdings listed in the U.S. without a prior Tokyo listing.
Do Japanese companies have to use ADRs to list in the U.S.?
No. Direct listing of Japanese common shares through DTC is now an established alternative. LogProstyle was the first unlisted Japanese company to do it, on the NYSE American in 2025.
Can a Japanese company file with the SEC using J-GAAP?
Only with a reconciliation to U.S. GAAP. Nearly all new issuers choose U.S. GAAP or IFRS instead.
How much should a Japanese company raise in a U.S. IPO?
Enough to attract institutional investors and analyst coverage. For most issuers, that means well above Nasdaq's $15 million float minimum.
Is a SPAC merger a good option for a Japanese company?
It can be. A de-SPAC offers valuation and timing certainty and suits carve-outs and growth businesses. Success depends on securing $100 million or more of institutional capital at close and on a disciplined investor-relations program afterward.
How long does a U.S. listing take for a Japanese company?
Typically 12–18 months from the start of readiness work, with accounting conversion and PCAOB audits usually the longest step.
About the author. Sachiko Katori is Managing Director, Japan & Pan-Asia, at AUM Advisors, where she leads the firm's practice for Japanese and Pan-Asian companies pursuing U.S. listings. She is one of a small number of senior bankers in the United States who is both native Japanese and FINRA-licensed for capital markets work (Series 7, 63 and 79). Over an 18-year career she has held leadership positions at Nomura Securities International and Daiwa Capital Markets America. She holds an MBA from NYU Stern and a law degree from Waseda University (AUM Advisors).
Talk to us. AUM Advisors has advised on more than 100 cross-border transactions. To discuss a U.S. listing, contact info@aumadvisors.com or visit aumadvisors.com/contact-us.
Related research: Three Paths to a U.S. Listing · The De-SPAC Scorecard · The Five Disciplines of De-SPAC Success · Japan Go IPO Summit
How to cite: Sachiko Katori, "How a Japanese Company Lists on Nasdaq or NYSE," AUM Advisors, October 2026, https://aumadvisors.com/japan-us-listing.
Market data: FactSet, as of October 16, 2026, unless otherwise linked. This guide is for general information and is not legal, accounting or investment advice.