SpaceX and PayPay Achieve Landmark Simultaneous U.S. and Japan Public Offerings Through IPO/POWL Str

SpaceX and PayPay Achieve Landmark Simultaneous U.S. and Japan Public Offerings Through IPO/POWL Structuring

Introduction

The first half of 2026 saw two highly anticipated initial public offerings that resulted in historic stock market debuts by two prominent companies: Space Exploration Technologies Corp. (“SpaceX”)^[1], a globally recognized U.S. company, and PayPay Corporation (“PayPay”)^[2]. While SpaceX’s IPO was landmark given its global profile, PayPay’s U.S. listing was particularly momentous in Japan because, based on its U.S. IPO offering price, PayPay achieved the largest-ever market capitalization for a Japanese company, marking a milestone for Japanese issuers seeking access to U.S. capital markets.Beyond the scale and profile of these IPOs, they were also groundbreaking in that they achieved simultaneous offerings in the U.S. and Japan by implementing an unprecedented strategy in Japan. Nagashima Ohno & Tsunematsu provided comprehensive advice as Japanese legal counsel to the underwriters for both IPOs. In this newsletter, we explain a major challenge SpaceX and PayPay faced in achieving simultaneous public offerings in the U.S. and Japan, the “opt-out” scheme used to realize their simultaneous offering objectives, and key takeaways from these momentous transactions.^[3]

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Authors: Shinichi Araki (Nagashima Ohno & Tsunematsu, Partner), Gaku Oshima (Nagashima Ohno & Tsunematsu), Soichiro Kajihara (Nagashima Ohno & Tsunematsu), Masafumi Paul Iguchi (Nagashima Ohno & Tsunematsu, Foreign Law Counsel)

Endnote

^[1] SpaceX, a Texas corporation, is well-known globally as the manufacturer and operator of advanced SpaceX rockets and spacecraft, as well as for its Starlink satellite Internet service and AI-related business.

^[2] PayPay, a Japanese corporation (kabushiki kaisha), is primarily known for its PayPay digital payment app, which is widely used in Japan.

^[3] Shinichi Araki, Gaku Oshima, Shin Mitarai, Naoki Komiya, Soichiro Kajihara and Aoi Kubota, together with other attorneys of Nagashima Ohno & Tsunematsu, advised underwriters for both IPOs.