SmartNews's planned listing on the Tokyo Stock Exchange Growth market is a sale by existing shareholders. The company's registration statement lists 8,081,500 ordinary shares offered by its investors and its board chairman, and the section for new-share offerings is marked not applicable. The board approved the sale at its 12 November meeting; the chairman did not vote because of a possible special interest.
Who sells, and at what price
The chairman is the largest seller at 1,885,600 shares. Atomico III, L.P. is offering 901,900 shares, Globis Fund IV, L.P. 600,200 and MIXI 435,600. The shares go to underwriters, who pay the sellers the underwriting price on the delivery date. The gap between that price and the public offer price is the underwriters' take, and sellers pay no underwriting fee.
The ¥11.23bn headline value uses an assumed price of ¥1,390 per share and covers the domestic ceiling only. Part of the offering may be sold to investors in Europe and Asia, excluding the US and Canada, and that portion is undecided. The share count itself may change. A greenshoe layer sits on top: up to 1,212,200 shares worth ¥1.68bn at the assumed price, borrowed by the lead underwriter from the chairman. It can be cut or dropped, and it lapses if the main sale is cancelled.
| Step | Planned date |
|---|---|
| Provisional price range set | 30 November 2026 |
| Investor demand declarations | 30 November to 4 December 2026 |
| Offer price decided | 7 December 2026 |
| Application period | 8 to 11 December 2026 |
| Delivery and listing | 15 December 2026 |
| Greenshoe exercise deadline | 25 December 2026 |
The sale is conditional on the underwriting agreement. If the underwriters terminate it, the offering is cancelled. Existing holders and the company have agreed to a lockup until 12 June 2027, 180 days after listing, though the three joint lead managers can waive it at their discretion.
A turnaround, with a quarter that cooled
For 2025 the group reported revenue of ¥34.12bn, up 8.0%, and an operating loss of ¥356mn, against a ¥1.96bn loss a year earlier. Net profit of ¥1.20bn came after a pre-tax loss of ¥603mn and a tax credit. In the nine months to September 2026, revenue rose 11.9% to ¥28.05bn and operating profit reached ¥4.01bn, against a ¥1.09bn loss a year earlier. US revenue rose 41.3% to ¥8.21bn and the US segment earned ¥1.96bn; Japan revenue rose 3.0% to ¥19.84bn. The July to September quarter alone produced operating profit of ¥1.23bn but net profit of only ¥23mn, after financial expenses of ¥1.03bn.
Disclosed risks
The US subsidiary, SmartNews International, had net liabilities of ¥29.82bn at the end of 2025 and made a ¥1.21bn net loss on ¥8.64bn of revenue. It is also defendant in a Mississippi copyright suit from a media company over more than 2,000 articles and 30 photos. The filing says the complaint specifies no definite total claim amount. SmartNews contests it and has booked a provision of US$1.5mn, but says a payout could exceed that.
The filing also says the company confirmed an incident of unauthorised third-party access to parts of its systems, reported for October to November 2026, and that the scope of part of the incident is still under investigation. A former senior executive owes US$9mn to the US subsidiary, unpaid in full; the company expects repayment after the listing but offers no guarantee. The filing gives no provisional price range, which it says will be set on 30 November.