SB Energy, Inc., the AI data-centre and power developer majority controlled by SoftBank Group and formerly named SE Global Holdings, filed a securities registration statement with the Kanto Local Finance Bureau on September 15, 2026, opening a Japanese retail tranche of its planned Nasdaq initial public offering. The domestic portion is capped at $500mn, shown in the filing as ¥77.3bn at its reference exchange rate, though the final size and yen figure will only be fixed once bookbuilding concludes.
The company applied to list on Nasdaq Global Select Market and Nasdaq Texas on August 31, 2026, and had not received approval when this filing went out. Pricing itself will happen at a "condition determination date" sometime between September 2026 and February 2027, and the filing warns that date could slip later still. Mizuho Securities USA LLC is sole underwriter on a bought-deal basis and keeps the spread between the issue price and what it pays SB Energy directly, since the company pays no separate underwriting fee. Five Japanese brokers, Mizuho Securities, Daiwa Securities, PayPay Securities, Rakuten Securities and SBI Securities, handle retail applications, including a PayPay app channel selling in ¥10,000 lots, with allocation by lottery if applications exceed the shares PayPay Securities is selling. The stock will not list in Tokyo; investors who buy through the domestic tranche can only trade it on Nasdaq from the listing date, through the broker they applied with.
| Feature | Detail |
|---|---|
| Domestic offering cap | Up to $500mn (shown as ¥77.3bn in the filing) |
| Sole underwriter | Mizuho Securities USA LLC (bought deal; no fee paid by the company) |
| Japan retail distributors | Mizuho Securities, Daiwa Securities, PayPay Securities, Rakuten Securities, SBI Securities |
| Nasdaq listing status | Applied August 31, 2026; not yet approved as of filing |
| Pricing window | Between September 2026 and February 2027, possibly later |
| NVIDIA commitment | $1.5bn in non-voting Class N shares plus a $1.5bn prepaid forward at 90% of the IPO price (private placement, not part of this offering) |
Separate from the Japan tranche, and not registered in this offering, NVIDIA has agreed in a private placement to buy $1.5bn of non-voting Class N common stock at the IPO price once the offering closes, and has already prepaid a further $1.5bn under a forward contract that converts into Class N shares priced at 90% of that same offering price. OpenAI holds warrants for close to 4 million shares issued at a nominal $0.01 exercise price, of which more than 1.7 million will net-exercise automatically at completion of the offering.
SoftBank keeps voting control after the listing. A shareholders' agreement lets it nominate as many as six board seats while it holds a majority of common stock, tapering down to one seat as long as it still holds more than 5%. SB Energy says it will spend nearly all the proceeds on working capital, operating costs and construction for its data-centre, power-generation and storage projects, plus repaying part of its Hickory credit facility and possible technology investments, though it has no binding acquisition agreements in place as of the filing. Directors, officers and nearly all existing shareholders are locked up from selling stock for 180 days after pricing.