Markets Mindset: Q3 2026 Equity Capital Markets: Utilizing POWL for IPO Demand in Japan

U.S. issuers are increasingly looking at the opportunities that exist in Japanese retail and institutional investment. This trend is highlighted in the SpaceX IPO, the largest in history, which raised $2.2 billion from Japan, representing the largest retail allocation to any country outside of the U.S.

In our latest episode of Markets Mindset, Mizuho’s Head of Equity Capital Markets, Josh Weismer, sits down with Managing Director of Equity Capital Markets, Richard Soto, to discuss the Japanese POWL structure and what makes it an attractive prospect for U.S. issuers.

Our experts explore the role of Japanese investment in the future of equity capital markets, touching on how the POWL played an important role in two of Mizuho’s recent deals.

Some key questions addressed in the episode include:

What is the Public Offering Without Listing (POWL) structure?

A POWL is a unique regulatory and financing structure primarily used in Japanese equity capital markets. It allows companies issuing equity in the U.S. to make an offering directly to Japanese retail and institutional investors without having to list those securities on a domestic Japanese stock exchange.

What are the Japanese regulatory changes impacting individual participation in IPO investing?

While historically only 14% of total Japanese household wealth has been invested in equities, the Japanese regulatory authority introduced new changes in 2024 allowing investors to avoid paying capital gains on equities for the foreseeable future.

How is use of the POWL beneficial to issuers, for example, in the case of the SpaceX IPO?

Offerings that incorporate a POWL mechanism, like the SpaceX IPO, can offer issuers direct access to Japan’s massive retail liquidity, in line with timing of the U.S. offer.

Josh and Rich discuss why this can benefit issuers looking to capitalize on the buying power of high-quality, ultra-high-net-worth Japanese retail investors.

What is driving increased demand for IPOs among Japanese retail investors?

The relative domestic IPO drought in Japan, combined with over $15 trillion in untapped cash assets have made high-profile foreign IPOs like SpaceX highly attractive.

Our experts expect more jumbo IPOs in the future, availing themselves of this structure.

Get answers to these questions and more in this episode of Markets Mindset.