Introduction
When SoftBank-backed Japanese fintech PayPay Corporation debuted on the Nasdaq Global Select Market on March 12, 2026, it marked a defining milestone in its evolution into one of Japan’s leading digital payment platforms. By listing in the United States through an American Depositary Receipt (ADR) program, PayPay unlocked access to deep pools of global capital, enhanced its international profile, and positioned itself for its next phase of growth.
The decision reflects a broader strategic consideration facing high-growth fintechs worldwide. As companies scale and mature, accessing public markets is a natural progression, but determining the most effective route is critical. Non-U.S. companies need to balance investor reach, regulatory requirements, operational readiness and long-term strategic flexibility.
PayPay’s experience illustrates how ADRs can provide a viable route to U.S. public markets, as they allow U.S. investors to access international companies through a familiar and established structure while reducing some of the operational complexities associated with cross-border offerings.
Key Takeaways
- U.S. market access remains central to fintech listing decisions, offering deep liquidity and a sophisticated investor base for high-growth companies.
- ADRs provide a practical, flexible entry point to U.S. markets—enabling investor access through a familiar structure while maintaining alignment with home markets and future listing options.
- Listing strategy is multi-dimensional, requiring fintechs to balance investor reach, regulatory requirements, operational readiness and long-term flexibility.
- Execution depends on coordination, with successful outcomes requiring alignment across stakeholders, markets and regulatory frameworks—as illustrated by PayPay’s Nasdaq listing.
The importance of the U.S. in fintech capital markets decisions
Fintechs, and their pre-IPO investors, have multiple routes to public markets, including listing in their home market, listing in the U.S. or pursuing dual listings across exchanges. The optimal path depends on a combination of factors – including whether the company already has a U.S. footprint, its stage of growth, revenue profile, existing investor base and the investor base it is targeting.
In practice, however, the U.S. is almost always central to this decision. As the world’s largest capital market – with total equity assets under management of $65.2 trillion, including around $9.5 trillion invested in international companies – it offers a scale of access that is difficult to find elsewhere.1
Such access is especially important for fintechs. The U.S. market provides access not only to capital, but also to a highly specialized investor and analyst ecosystem with deep experience in valuing platform-based, high-growth and technology-led business models. This can influence both valuation outcomes and aftermarket performance, particularly for companies seeking to position themselves alongside global peers.
Pathways to the U.S. market: How ADRs simplify the process
A direct listing of ordinary shares typically involves navigating an intricate set of regulatory, legal and operational processes – requiring coordination among multiple providers, such as registrars, custodians and transfer agents. For international companies, this can introduce additional costs and administrative effort.
ADRs provide a less complex pathway to achieving the same objective. They enable a company’s equity to trade in the US through a dollar-denominated security. This solution enables US investors to access international companies through a familiar, US-listed instrument, without the need to trade or settle in foreign markets. These benefits are underpinned by strong global adoption, with more than $1.2 trillion invested in ADRs worldwide held by 7,184 institutions as of Q3 2025.2
ADRs can also preserve strategic flexibility. Companies can access US capital markets while maintaining alignment with their domestic listing environment and retaining the option to dual-list or evolve their market strategy over time. For many international fintechs, this is a pragmatic and adaptable path to global capital.
Additionally, ADRs serve as an effective pathway in connection with liquidity events for pre-IPO shareholders. For example, private equity firms can sell existing ownership stakes to institutional investors and thus increase liquidity.
PayPay’s ADR journey
As PayPay and Softbank prepared to access U.S. public markets, a series of complexities needed to be addressed from the outset.
Central considerations included coordinating timelines across stakeholders in Japan and the US, managing differences in settlement cycles and ensuring that relevant disclosures and documentation were available. The process also required alignment with U.S. securities laws, Securities and Exchange Commission (SEC) registration and exchange requirements, as well as Japanese corporate governance and local regulatory frameworks.
To navigate these challenges, PayPay and SoftBank appointed BNY as its depositary bank, drawing on its experience in supporting U.S. single-listed IPOs. With teams in both the U.S. and Japan , BNY was able to support cross-market coordination throughout the process.
Working closely with PayPay, SoftBank, underwriters and legal counsel, BNY supported program structuring and stakeholder alignment across markets, helping to manage execution risk and maintain momentum throughout the listing process.
This coordination helped the company prepare for listing and move through the process on schedule. PayPay raised $1.01 billion in its IPO, marking the largest U.S. stock market listing by a Japanese company in a decade and underscoring strong international investor demand.3
The outcome positions the company to expand beyond its home market and accelerate its global growth strategy.4 Reinforcing this trajectory, Visa – an anchor investor in the IPO – recently announced a partnership with PayPay. The two companies have begun discussions to jointly pursue PayPay’s expansion into the U.S. as the first step in its international strategy, while also strengthening collaboration across the businesses in Japan.5
Balancing access, complexity and control
International fintechs are increasingly seeking access to U.S. capital markets, but the challenge is achieving that access in a way that balances investor reach with operational and regulatory complexity. In this context, ADRs can offer a practical route for companies, enabling access to U.S. investors without many of the complexity of listing and trading directly in foreign markets.
As PayPay’s experience demonstrates, this is not a journey that fintechs need to navigate alone. For companies considering ADRs, execution often depends on coordination across structuring, launch and ongoing program management. BNY supports issuers across each of these stages.
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