解説 / Analysis
Why Japanese microcaps fall after their Nasdaq debut
17 of these names have listed and one trades above its IPO price. What the −70% median is really made of.
17 of these names have listed and one trades above its IPO price. What the −70% median is really made of.
A few retail-facing bookrunners run most of these deals. EF Hutton and Kingswood each led three of the listed names — and what that concentration signals.
F-1 ADR, S-1 as a US-domestic filer, a Cayman holdco, or a KK direct listing — the four routes Japanese issuers actually use, with live examples of each.
On a $4–10M raise, the vendor stack — bookrunner, PCAOB auditor, US and Japanese counsel — is a large fixed cost. What it looks like on real deals.
The pitch is real — US capital, global visibility, a valuation reset. So is the base rate: a −70% median. Ten names are still in the pipeline anyway.
Listing is the start of the work. Three names have reverse-split to hold the $1 rule; five have delisted. What Nasdaq actually requires after the bell.
Bookrunner, PCAOB auditor, US counsel, Japanese counsel, transfer agent/IR. The five-part template every deal copies — decomposed with the firms that actually appear.
The comment-letter cycle is where deals stall or die. MTRS ended in a Form RW; ZRSP and CTMB lapsed under SEC staff action. How to read the process from the outside.
In May 2024 the SEC barred BF Borgers as a 'sham audit mill.' Three tracked names — WRNT, LRE, ZRSP — had used it. Why the auditor is a precondition, not a line item.