Smartround Securities Inc. officially began operations on October 2, 2026, after completing membership with the Japan Securities Dealers Association. The Tokyo-based firm also launched its first service, called Secondary Private Offering (SPO), which incorporates secondary transactions of unlisted shares into startup growth strategies. This marks a formal entry into Japan's emerging market for private share liquidity.
Regulatory Foundation and Market Background
The company registered on August 21, 2026 with the Kanto Finance Bureau under the revised Financial Instruments and Exchange Act. This new category covers special intermediary services for unlisted securities, allowing the firm to operate as a securities company focused on private shares. The move follows national media coverage of Smartround's registration for brokering emerging unlisted stocks.
Japan's IPO market is evolving as listings become larger and longer, causing more startups to stay private. Early venture capital investors and employees holding stock options increasingly need liquidity. In the United States, the secondary market has grown to a scale of about 20 trillion yen, and Japan's equivalent is just starting to develop.
How the SPO Model Works
SPO allows growth-stage startups planning an IPO to treat secondary sales by existing shareholders as planned rounds, embedded in capital policy. It structures traditionally ad hoc transactions, giving sellers flexible exit options, buyers access to strong startups, and companies a strategic tool. The company calls this a three-way beneficial transaction.
Unlike mix deals that combine primary fundraising and secondary sales, SPO focuses on secondary transactions alone. Global companies such as SpaceX, OpenAI, and Anthropic have conducted similar structured rounds before listing. Smartround Securities wants to make this approach a new standard for growth-stage companies that are preparing for public markets in Japan.
Benefits for Startups and the Role of a Securities Firm
By executing SPO before IPO, startups can reduce overhang concerns by lowering VC ownership ratios, potentially easing post-listing sell pressure. They can also strategically reshape shareholder registers by bringing in long-term domestic and foreign institutional investors. Stock options with pre-IPO liquidity can improve hiring, retention, and overall talent competitiveness.
Secondary transactions do not bring fresh capital to the company, making it difficult for startups preparing for IPO to dedicate resources. The process involves many parties, information asymmetry, pricing fairness, and rights coordination. A regulated securities firm acting as a neutral intermediary adds process integrity and compliance under Japan's financial regulations and self-regulatory rules.
Investor Support and Company Details
Several investors have expressed support, including Sparx Asset Management, Integral GlobalTech Partners, and Incubate Fund. Their representatives highlighted the value of pre-IPO access to strong startups and the need for a transparent secondary market. The company will also support secondary transactions for M&A, mix deals, and stock option secondary sales.
Smartround Securities is headquartered in Chiyoda, Tokyo, and led by President Takuya Kano, who oversees the firm's regulated brokerage operations. It operates under registration number Kanto Local Finance Bureau (Financial Instruments) No. 3539. Parent company Smartround runs a platform used by more than 7,800 startups and 4,800 investors across Japan, providing a substantial user base for the new securities firm.
The launch signals a regulated step toward building Japan's secondary market for unlisted shares. By turning secondary sales into a structured round, the firm seeks to give startups, existing shareholders, and investors a more predictable path. Its ability to connect platform users and institutional demand may determine how quickly SPO becomes mainstream.