"How does a Japanese company list on Nasdaq" has four real answers, and the choice among them is visible in the filings this database tracks. The route sets the disclosure form, the counsel you need, and how US investors experience the shares.
Route 1 — F-1 with ADSs
The common path for a Japanese operating company (kabushiki kaisha) is to register on Form F-1 and list American Depositary Shares. PCLA (PicoCELA) and MWC (Micware) both took this route. The F-1 signals a foreign private issuer; ADSs give US investors a familiar wrapper over Japanese-law shares. The trade-off is the ADS depositary layer and the education burden of explaining KK shares to US buyers.
Route 2 — KK direct listing
A KK can also list its ordinary shares directly, without the ADS layer. MTRS (Metros Development) filed for exactly this — a direct KK listing — before withdrawing the registration in December 2024. The structure is cleaner but the burden of explaining Japanese-law common shares to a US retail base is higher, and MTRS is a reminder that the route can end in a Form RW rather than a ticker.
Route 3 — a US-domestic filer (S-1)
Some Japan-operating businesses incorporate a US (typically Delaware) holding company and file a Form S-1 as a domestic issuer. HTCR (HeartCore, Delaware), ADBT (Advasa, Delaware) and AMTU (Amatuhi, Delaware) all did. This is why a Japan tracker that watches only F-1 filings misses them — they look like US IPOs on the form, and only the operating business is Japanese.
The form you file on says less about where the company is than where its holding company is incorporated. Reading only F-1s undercounts the market.
Route 4 — an offshore holdco (Cayman / BVI)
The fourth route interposes a Cayman or BVI holding company over the Japanese operations, then files an F-1. TYAM (TY AM Group) is a Cayman holdco over a Japan property business. This is common where the deal is structured for tax or investor reasons, and it is the same shell pattern that hides Asian operating companies behind an offshore incorporation.
What actually drives the choice
In practice the decision turns on three things: whether the issuer wants ADSs or ordinary shares in US hands, where the holding company should sit for tax and governance, and which counsel/auditor combination the bookrunner already runs. KOEI (Koei Group) and JSTT (Nihon Shintatsu) filed Japan-incorporated F-1s; the newest pipeline names split across all four routes. The structure is not a detail — it decides the entire vendor stack that follows.