NIKKEI THE PITCH会議室 第26回 スタートアップの出口が変わる——IPOだけに頼らない資金回収の新ルート

Why Japan Defaulted to IPO as the Only Exit

A startup "exit" is the mechanism by which founders and venture capital funds recover their investment—typically through an IPO or an M&A deal. In Japan, M&A has never taken hold the way it has overseas, leaving a listing as the default and, in practice, the only viable path.

Part of the explanation lies in what might be called the "ten-year problem." VCs raise money from institutional investors under roughly ten-year fund mandates, promising to return principal and profit before the clock runs out. As a fund approaches maturity, the pressure on portfolio companies to list—and quickly—becomes structural rather than optional. Compounding this, there was simply no market in which unlisted shares could be bought and sold, making an IPO the only mechanism to generate liquidity. Recent moves by the TSE Growth Market to tighten listing-maintenance standards have hardened this dynamic further, effectively signaling: "Don't come until you're big enough."

A ¥40 Trillion Global Secondary Market

Overseas, a robust alternative already exists. Estimates put the global secondary market for private shares at roughly $260 billion—about ¥40 trillion—in trading volume over the past year alone. The NASDAQ Private Market facilitates institutional trades in shares of companies like Anthropic and OpenAI that have never listed publicly, demonstrating that unlisted does not mean unvalued. Japan's secondary market, by contrast, cannot yet be called a market in any meaningful sense.

Two Domestic Players Starting to Move

Concrete momentum is building in Japan, though.

**Highjojopartners (ハイジョジョパートナーズ)** is working to intermediate sales of Japanese company shares to overseas institutional investors—Fidelity and Singapore's GIC among the targets—through overseas secondary-market platforms similar to the NASDAQ Private Market. Potential sellers include founders, VC funds, and university-affiliated funds. The initiative could serve as a pipeline for overseas capital into Japanese startups, though the key question is how many Japanese companies can withstand valuation scrutiny at a global standard.

**Smartround Securities (スマートラウンド証券)** opened on October 2, 2025, taking advantage of a special-purpose framework the FSA put in place in 2025. Its mandate is to broker the sale of VC-held shares to domestic institutional investors and corporate investors, with a goal of completing several transactions within the fiscal year. A reference deal already in circulation: Coral Capital's roughly ¥15 billion sale of SmartHR shares to a U.S. investment firm, which demonstrated that large secondary transactions are achievable in Japan.

In the current domestic landscape, a VC that wants to exit a position must either press its portfolio company to list or quietly negotiate a bilateral deal with another investor. Smartround Securities aims to bring those behind-the-scenes transactions into a structured, visible process. If VC holdings shift to corporate strategic investors, there is also the potential for capital-and-business alliances that generate operational synergies.

NESS: An Exit Designed Without an IPO or M&A

NESS, which operates a child-support business, raised ¥90 million without targeting either an IPO or an M&A exit. Because the company's model requires heavy upfront investment and runs at a loss for several years, bank loans with mandatory repayment and interest charges are structurally ill-suited to the business. Equity financing—which carries no repayment obligation—was the natural fit, but that raised the question of how investors would eventually see a return. NESS solved this by designing terms under which the company itself would buy back shares after a set period, giving investors a defined recovery path without routing the company through a capital-market listing.

The Barriers to a Broader Secondary Market

The central challenge for market expansion is valuation. Unlike listed equities, private shares carry no common market price, making it easy for buyer and seller expectations to diverge. Downrounds—transactions priced below an earlier, higher valuation—have emerged as a visible friction point. AI-based valuation tools are improving the analysis, but reaching agreed prices remains difficult.

On the buyer side, secondary-specialist funds such as Regrow Capital Management and Kepple are beginning to emerge. Ordinary retail investors, however, face structural barriers: the disclosure standards required for retail participation are precisely those that would justify a full IPO. The government encourages a "dual track" approach—running IPO and M&A preparations in parallel—as a way to break the reflexive "found a company → raise equity → list" mental model. Moving beyond that reflex is, ultimately, what this entire conversation is about.