US Capital Markets Access through SPAC
Preparation and project management for a US listing through a SPAC merger; the transaction itself is executed by the licensed institutions involved (bankers, sponsors and counsel).
Ad Astra Capital prepares Japanese growth companies for a US listing through a SPAC merger and manages the
project on their behalf: US-GAAP conversion, governance, the English-language equity story and the assembly of the professional team (bankers, auditors and counsel). Whether the route fits is the first question we answer.
Why SPAC? (Three considerations)
Valuation
US markets can value deep-tech, aerospace and biotech growth companies differently from domestic markets; whether that applies to you is a scoping question, not a promise.
Timeline
A SPAC merger is one route to a US listing; recent Japanese examples took 20 to 36 months from announcement to closing.
Readiness
US-GAAP reporting, PCAOB audit, governance and an English-language equity story come first; sponsor appetite for smaller issuers has narrowed since 2025.
Your Path to the NYSE / NASDAQ
Readiness & Structuring
We assist with US-GAAP conversion, governance restructuring, and the creation of English-language equity stories essential for US investors.
Strategic Matching
Through our exclusive partnership with Broad Street Capital Group (New York) for Japanese listings in the United States, we introduce prepared Japanese companies to SPAC sponsors.
Advisory & Valuation
We support your preparation for discussions with sponsors and their advisers. The economic terms are negotiated by you with your bankers and counsel; we do not act as a broker.
De-SPAC (Merger & Listing)
Coordinating the legal, audit and banking teams through the merger (De-SPAC) and listing.
Background Note
SPAC: what it is, how it works, and why Japanese companies should look again
For founders, directors and CFOs of Japanese technology companies weighing a US listing. Figures are as of September 2026 and sourced at the end of this document; illustrative numbers are marked as such.
What a SPAC is
A special purpose acquisition company is a listed shell with cash and no business. Its sponsor raises money in a US IPO, almost always at US$10.00 per unit, and places the proceeds in a trust account. The SPAC then has a fixed period, typically about two years and at most three under exchange rules, to find a private company and merge with it [8]. If it fails, the trust is returned to shareholders. When a merger is agreed, the private company (the target) becomes the listed company in what the market calls a de-SPAC. The listing is not a formality: the combined company's shares trade on Nasdaq or the NYSE, it files with the SEC, and it answers to public shareholders like any other issuer.
How it works, in six steps
The sponsor forms the SPAC, funds its working capital and acquires founder shares, by convention about 20 per cent of the post-IPO equity, for nominal consideration [7]. That "promote" is the sponsor's reward and the target's main cost.
The SPAC lists. Public investors buy units of one share and a fraction of a warrant; the cash sits in trust, currently at or slightly above US$10.00 per share.
The SPAC and the target negotiate privately: valuation, governance, board seats, lock-ups, earn-outs and any minimum cash condition. The terms are set here, by the company itself, supported by its bankers and counsel.
A registration and proxy statement (Form S-4 or F-4) is filed. Since July 2024 the target is a co-registrant, projections must disclose their bases and assumptions, and the safe harbour that once protected SPAC projections no longer applies [7].
SPAC shareholders vote and may redeem their shares for their pro rata share of the trust regardless of how they vote. Redemptions decide how much cash arrives; committed PIPE (private placement) investors or non-redemption agreements fill the gap.
Closing. The target's shareholders exchange their shares for listed shares, and the company begins life as a US public company.
The US market in numbers
Table 1. SPAC IPOs in the United States by year
Year | SPAC IPOs | Proceeds, US$ billion |
|---|---|---|
2019 | 59 | 12.1 |
2020 | 248 | 75.3 |
2021 | 613 | 144.5 |
2022 | 86 | 12.1 |
2023 | 31 | 3.2 |
2024 | 57 | 8.7 |
2025 | 144 | 26.9 |
2026, to 23 September | 151 | 26.7 |
Sources: Ritter, University of Florida, tables updated April 2026 (proceeds exclude over-allotments) [1]; 2026 from the Boardroom Alpha tracker, 23 September 2026 [2].
Three facts frame the market. Size: the mean 2025 SPAC IPO raised about US$187 million excluding over-allotments, and trusts of US$60 million to US$360 million were priced in the weeks to 23 September 2026 [1, 2]. Share: SPACs were 69 per cent of US IPOs by number in the first quarter of 2026, against 38 per cent a year earlier [4]. Cash: about 251 SPACs held roughly US$47 billion in trust in June 2026, each facing a deadline, which has strengthened a credible target's negotiating position [3].
Typical size, and the arithmetic
What matters is not the trust but the cash that arrives after redemptions, less costs, set against the dilution accepted. The table is an illustration for a Japanese technology company; every line is an assumption drawn from the ranges above, not terms any party has offered.
Table 2. Illustrative de-SPAC arithmetic
Item | Illustrative figure | Basis |
|---|---|---|
Agreed pre-money equity value of the company | US$300 million | Assumption; the 2023 and 2024 Japanese precedents were valued at US$600 million to US$1.25 billion [15, 18] |
SPAC trust at IPO | US$150 million | Assumption; 2025 mean US$187 million [1] |
Redemptions | 70 per cent | Aggregate US rate 68 per cent in Q4 2025; routinely above 90 per cent in 2023 and much of 2024 [3] |
Cash remaining in trust | US$45 million | Arithmetic |
PIPE or non-redemption financing | US$30 million | Assumption; 44 per cent of 2025 closings had no incremental financing, so this is arranged, not presumed [3] |
Gross cash to the company | US$75 million | Arithmetic |
Transaction costs: the SPAC's deferred underwriting fee of 3 to 4 per cent of the trust, advisory and PIPE placement fees, legal, audit, insurance | US$15 to 20 million | Assumption from market fee levels [3] |
Net cash to the company | US$55 to 60 million (about ¥8.0 to 8.7 billion) | Arithmetic; ¥145 per US$ |
Sponsor founder shares before any forfeiture | 3.75 million shares (US$37.5 million at US$10) | 20 per cent of 18.75 million SPAC shares; usually reduced in negotiation |
Existing shareholders' stake after closing | About 73 per cent | Arithmetic, before warrants and earn-outs |
Read plainly: the company gives up roughly a quarter of itself for net cash equal to roughly a fifth of its agreed value, plus a listing. For a company that needs ¥8 billion once and never again, that is expensive. For a company that will need capital in tranches, wants a dollar currency for acquisitions and hiring, and cannot raise the amount at home, it is the price of a platform that can be drawn on again, not of a single cheque.
Benefits, and what they cost
Price is negotiated, not auctioned: valuation is agreed in the merger agreement with one counterparty and then tested by redemptions and the PIPE, rather than set in the last 48 hours of a bookbuild. After signing, the SEC review and the vote set the pace; the Japanese precedents took five to 33 months from announcement to closing [15, 17, 18], and the SEC has issued fewer comment letters since the 2024 rules took effect [6]. A sponsor is a partner as well as a source of cash: a board seat, a US network and public-company experience come with it. The listing itself is the asset: access to US institutional investors, an acquisition currency and the discipline of quarterly numbers. The costs are the promote and the warrants, the uncertainty of redemptions, US public-company running costs and a litigation environment that punishes missed projections. A Japanese issuer that qualifies as a foreign private issuer reports on Form 20-F and is spared part of the burden; the 2024 Japanese precedents used Dutch and Delaware holding companies, and the exchange of Japanese shares into a foreign listed parent is a tax and structuring question for your counsel to settle first.
What the company needs, and what a completed de-SPAC gives it
Needs: two to three years of audited accounts under US GAAP or IFRS from a PCAOB-registered firm; a board with independent directors and an audit committee; internal controls that pass a US audit; an equity story and financial model that survive a critical reading; management able to face US investors in English; a valuation view anchored in listed comparables; a plan for the PIPE, because the trust cannot be relied on; and a budget for the process and for public-company life.
Gives: a Nasdaq or NYSE listing; cash, in the amount the redemptions and the PIPE allow; a valuation fixed by agreement; a sponsor on the board; access to the follow-on financing that US markets offer listed companies and Japanese markets rarely offer small ones; and a company that has been through SEC review and public-company due diligence.
Our role, and how we lead the process
Ad Astra Capital is the project office on your side of the table, from the first conversation to the first quarterly report after listing. We are a strategic consultancy and business-matching firm: we prepare, manage and introduce; licensed institutions execute; the company negotiates and signs.
1. Fit. A scoping study, fixed fee, four to six weeks, answers whether a US listing through a SPAC is right for this company now. Often the answer is to wait or to do something else; we are paid for the study, not for the answer.
2. Readiness. US GAAP or IFRS conversion and the PCAOB audit, governance and board composition, the equity story in English, the financial model, the data room and management rehearsal. Six to twelve months from Japanese GAAP, the usual case; twelve to twenty weeks where US GAAP or IFRS accounts and a PCAOB-registered auditor already exist.
3. Team and introductions. Through our exclusive partnership with Broad Street Capital Group (New York) for Japanese listings in the United States, we help the company select and engage its bankers, auditors and counsel, and introduce the prepared company to sponsors whose trust size, sector and timetable fit.
4. Negotiation support. We prepare management for every session and keep the process on schedule; the economic terms are negotiated by the company with its bankers and counsel, not by us.
5. Project management to closing. We keep the timetable and workstreams on schedule through the F-4 or S- 4 (drafted by counsel), the SEC review, the vote and the closing, while the bankers run the PIPE, reporting weekly to the board in Japanese and English.
6. After listing. The first twelve months of reporting, investor calendar and disclosure discipline, which is where the Japanese precedents were won or lost.
Japan: the capital problem, the reputation problem, and what has changed
The capital problem is measurable. Japanese startups raised about ¥761 billion in 2025 across 3,743 rounds, a median of about ¥62 million per company [10]; US venture investment in the same year was about US$339 billion [11]. On the Tokyo Stock Exchange's Growth market, about 69 per cent of the 615 listed companies (422) had a market capitalisation below ¥10 billion at the end of March 2025, with a median of ¥6 billion. The exchange itself calls ¥10 billion the scale at which a company becomes an institutional investment target and has made it a continued-listing standard: from 2030 a company five years past listing that has not reached it moves to the Standard market if it qualifies, or faces delisting [12]. The small IPO that was Japan's default route is closing: 43 IPOs of under US$50 million priced in 2025, the fewest since 2013, in a market where such deals were 82 per cent of all listings over the previous decade [13]. A Japanese technology company that needs ¥5 to 15 billion in one step, before profitability, has few domestic doors.
The reputation problem was well founded. In the United States, de-SPAC mergers completed between 2012 and 2022 returned an average of minus 46 per cent to shareholders in their first year [1], and redemptions routinely exceeded 90 per cent through 2023 and much of 2024 [3]. In Japan, the exchange's study group examined a domestic SPAC regime in 2021 and 2022, published its list of investor-protection issues in February 2022 and went no further [14]. An early Japanese de-SPAC, a hoverbike developer that listed in February 2023 at a US$600 million valuation, saw its Japanese operating subsidiary file for bankruptcy within a year [15]. The wave of small Japanese IPOs on Nasdaq compounded the damage: according to an independent tracker, of the 19 Japanese companies listed on US exchanges in August 2026 one traded above its offer price, the median was 79 per cent below it, a further five had been delisted, and the average raise was US$11.5 million [16]. Japanese boards concluded, reasonably, that a US listing was a small-cap graveyard and a SPAC a back door to it.
What has changed is structural, not cyclical. The SEC's 2024 rules made the target a co-registrant, removed the projections safe harbour and aligned de-SPAC disclosure with an IPO [7]; projections now carry the liability they carry in an IPO, and the balance of deals has shifted towards companies with revenue. Redemptions, above 90 per cent through 2023 and much of 2024, were 79 per cent in the third quarter of 2025 and 68 per cent in the fourth [3]. Volume returned with quality: 144 SPAC IPOs in 2025 and 151 by 23 September 2026 [1, 2], and sponsors now compete for targets rather than the reverse. Nasdaq has raised the bar for the tiny IPO that damaged Japan's record: under rules adopted in 2025 a new listing under the income standard must show at least US$15 million of unrestricted public float funded from the IPO proceeds, and by one securities lawyer's tally Nasdaq small-cap IPOs fell from 23 in the fourth quarter of 2025 to 5 in the first quarter of 2026 [20]. A sponsored merger with a funded trust and a committed PIPE is now a credible route for a raise in the ¥5 to 15 billion range, and the two 2024 Japanese precedents show that the route can be completed: a cosmetic-medicine group serving 164 franchised clinics listed in September 2024 [17], and the Monex Group subsidiary Coincheck completed its combination in December 2024 at an enterprise value announced at US$1.25 billion [18]. Coincheck also carries the lesson: after redemptions about US$31.6 million in gross proceeds reached the company, part of it secured under a non-redemption agreement, so the raise must be built around committed investors, not the trust [18]. Nasdaq co-hosted a Japan Go IPO Summit in Tokyo in June 2025 [19]; the exchange is courting Japanese issuers while raising its minimum size.
If you are not yet convinced
You should not be, on the strength of one page. Talk to us. The first conversation costs nothing, and its purpose is to tell you plainly whether this route fits your company, your numbers and your timetable. If it does not, we will say so. And if you conclude that a US listing is not for you, we can still introduce a technology company with a credible plan to licensed institutions, sponsors and strategic partners in the United States, Canada, the United Kingdom and the European Union, Australia and the Middle East, within the limits of our mandate. Our part ends at the introduction: whether capital is raised, and on what terms, is decided by the company with those institutions, which execute any transaction.
Ad Astra Capital K.K. is a strategic consultancy and business-matching firm. We do not buy, sell, broker or solicit investment in securities, we do not negotiate economic terms and we hold no client funds. Nothing on this page is an offer to sell or buy, a solicitation of an offer, or a recommendation of any security. See our full disclaimer at www.adastracapital.co.jp.
SOURCES AND NOTES
Numbers in square brackets in both language versions refer to this list. Figures were checked on 25 September 2026; market statistics change monthly and this note will be dated accordingly. Illustrative figures in Table 2 are assumptions, not quotations. 1. Jay R. Ritter, University of Florida, "Special Purpose Acquisition Company (SPAC) IPOs", statistical tables updated 14 April 2026: SPAC IPO counts and proceeds 2015 to 2025 excluding over-allotments; average one-year return of minus 46.3 per cent for de-SPAC mergers completed 2012 to 2022; redemption statistics. https://site.warrington.ufl.edu/ritter/files/IPOs-SPACs.pdf 2. Boardroom Alpha, SPAC IPO Tracker, 2026 pricings, accessed 23 September 2026: 151 SPAC IPOs, US$26.7 billion; recent trust sizes US$60 million to US$360 million; trusts funded at or slightly above 100 per cent. https://www.boardroomalpha.com/spac/ipos 3. Mayer Brown, Free Writings & Perspectives, "The Resurgence of SPACs: Key Trends, Market Data, and What's Ahead", June 2026: quarterly redemption rates above 90 per cent through 2023 and much of 2024, about 79 per cent in Q3 2025 and 68 per cent in Q4 2025; about 251 active SPACs holding about US$47 billion in trust at 22 June 2026; 44 per cent of 2025 closings without incremental financing; de-SPAC underwriting fees of about 3 to 4 per cent. https://www.freewritings.law/2026/06/the-resurgence-of-spacs-key-trends-market-data-and-whats-ahead/ 4. FTI Consulting, "IPO & SPAC Market Update: Q1 2026", 11 May 2026: SPACs 69 per cent of US IPO deal volume in Q1 2026; 38 per cent in Q1 2025. https://www.fticonsulting.com/insights/reports/ipo-spac-market-update-q1-2026 5. Gallagher, "Inside the SPAC Market: 2025 Review and 2026 Forecast with Doug Ellenoff", 22 September 2026: pace of 2025 issuance, aggregate redemption levels, size of the target universe. https://www.ajg.com/news-and-insights/inside-the-spac-market-2025-review-and-2026-forecast/ 6. The SPAC Podcast, "August 2026 SPAC Market Update with Michael Blankenship", August 2026: average trust of about US$200 million; fewer SEC comment letters and more no-review filings since July 2024. https://www.thespacpodcast.com/spac-market-update-august-2026-with-michael-blankenship/ 7. US Securities and Exchange Commission, "SEC Adopts Rules to Enhance Investor Protections Relating to SPACs, Shell Companies, and Projections", press release 2024-8, 24 January 2024; final rules published in the Federal Register on 26 February 2024, effective 1 July 2024: target as co-registrant, disclosure of the bases and assumptions of projections, unavailability of the PSLRA safe harbour to SPACs. https://www.sec.gov/newsroom/press-releases/2024-8 8. US Securities and Exchange Commission, Office of Investor Education and Advocacy, "What You Need to Know About SPACs", updated 21 August 2024: US$10 units, trust account, typical two-year period and three-year maximum, redemption rights. https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/what-you 9. SPACInsider, "Full-Year 2024 SPAC Review": 57 SPAC IPOs and US$9.6 billion including over-allotments in 2024; 73 de-SPAC closings; 58 liquidation announcements. https://www.spacinsider.com/news/headline-post/full-year-2024-spac-review 10. Speeda Startup Information Research (Uzabase), "Japan Startup Finance 2025", 2 February 2026: ¥761.3 billion raised excluding debt; 3,743 deals; median ¥62.4 million per company. Summary consulted at https://www.fintechobserver.com/speedas-japan-startup-finance-2025-report/ 11. PitchBook-NVCA Venture Monitor, Q4 2025, as reported on 16 January 2026: US venture deal value of US$339.4 billion in 2025. https://finance.yahoo.com/ news/2025-u-vc-deal-value-113120124.html 12. Tokyo Stock Exchange, Listing Department, materials on the review of the Growth market continued-listing standards, 22 April 2025: 615 Growth-listed companies at 31 March 2025, of which 224 below ¥4 billion and 198 between ¥4 billion and ¥10 billion in market capitalisation; median ¥6 billion; ¥10 billion standard applied from 2030 to companies five years past listing; transfer to the Standard market where its criteria are met; rationale of scale for institutional investment. https://www.jpx.co.jp/equities/follow-up/nlsgeu000006gevo-att/um3qrc0000016108.pdf 13. Bloomberg, "Japan's Small IPOs Fall to 12-Year Low Amid Market Reforms", 25 December 2025: 43 IPOs with offering sizes below US$50 million in 2025, the fewest since 2013; such offerings about 82 per cent of Japanese IPOs over the previous decade. https://www.bloomberg.com/news/articles/2025-12-25/japan-s-small-ipos-fall-to-12-year-low-amid-market-reforms 14. Japan Exchange Group, SPAC上場制度の在り方等に関する研究会: first meeting 1 October 2021; 「SPAC上場制度の投資者保護上の論点整理」 published 16 February 2022; no subsequent decision published. https://www.jpx.co.jp/equities/improvements/spac/index.html 15. GlobeNewswire, "AERWINS Technologies Inc. and PONO Capital Corp. Complete Business Combination", 3 February 2023 (deal announced September 2022); Nelson Mullins, announcement of the closing of the US$600 million de-SPAC; DealFlow SPAC News, "Aerwins Files for Bankruptcy Less than a Year After deSPAC", 16 January 2024, on the bankruptcy filing of the Japanese subsidiary A.L.I. Technologies. https://news.spacconference.com/2024/01/16/aerwins-files-for-bankruptcy-less-than-a-year-after-despac/ 16. JP Nasdaq Tracker (nasdaqipos.jp), independent database of Japanese companies listed on US exchanges, data as of 25 August 2026: 19 listed companies, 5 delisted, 8 filed and 4 withdrawn; median change from offer price minus 78.6 per cent; one of 19 above offer price; average raise US$11.5 million. Independent, unaudited source. https://nasdaqipos.jp/ 17. Business Wire, "SBC Medical Group Holdings and Pono Capital Two Announce Completion of Business Combination and Schedule to Begin Trading on the Nasdaq", 4 September 2024 (deal announced January 2023; closing 17 September 2024; 164 franchisee treatment centres in Japan). https://www.businesswire.com/news/home/20240904728401/en/ 18. Thunder Bridge Capital Partners IV and Coincheck: merger announcement filed with the SEC, March 2022 (pro forma enterprise value of about US$1.25 billion; US$237 million held in trust; Monex Group pro forma ownership of about 82 per cent); Business Wire, closing announcement, 10 December 2024 (gross proceeds of about US$31.6 million to the combined company, including funds held under the non-redemption agreement and net of redemptions). https://www.sec.gov/Archives/edgar/data/1843993/000121390022014007/ea157219ex99-1_thunder4.htm ; https://www.businesswire.com/news/home/202412 10703460/en/ 19. Nasdaq, "Japan Go IPO Summit Provides Roadmap for Japanese Companies Seeking to List on U.S. Exchanges", 2025: summit held 5 June 2025 in Tokyo, co-hosted by Nasdaq and MarcumAsia. https://www.nasdaq.com/press-release/japan-go-ipo-summit-provides-roadmap-japanese-companies-seeking-list-us-exch anges 20. Securities Law Blog (Anthony L.G., PLLC), "Tally of Nasdaq Rule Changes and Proposals", 15 July 2026: Rules 5405 and 5505 amended December 2025 to require US$15 million market value of unrestricted publicly held shares under the net income standard, and March 2025 to require that it be met from IPO proceeds; Rule 5810 amended December 2025 for a delisting determination at a closing bid of US$0.10 or less for ten consecutive business days; small-cap IPOs 23 in Q4 2025 and 5 in Q1 2026. https://securities-law-blog.com/2026/07/15/tally-of-nasdaq-rule-changes-and-proposals/
DISCLAIMER
Ad Astra Capital K.K. is a strategic consultancy and business-matching firm. We are not a registered financial instruments business operator, investment adviser or bank in Japan or the United States. We do not hold client funds or securities; we do not buy, sell, broker or solicit investment in securities; we do not handle public or private offerings; and we do not provide legal or tax advice. Where a transaction involves securities, including SPAC mergers and capital raising, the economic terms are negotiated by the principals and the transaction is executed by licensed institutions in the relevant jurisdiction.
Where we describe ourselves as arrangers, we mean the client-side programme and transaction coordinator: we organise the process, prepare the analysis and coordinate meetings between the client and the relevant institutions. We do not negotiate loan terms, conclude financing contracts, lend or intermediate loans.
