As filed with the U.S. Securities and Exchange Commission on March 14, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
__________________
SONY GROUP KABUSHIKI KAISHA
(Exact name of issuer of deposited securities as specified in its charter)
Sony Group Corporation
(Translation of issuer's name into English)
Japan
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11, New York, New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________________
Sony Corporation of America
25 Madison Avenue, 26th Floor
New York, NY 10010
Attn.: Office of the General Counsel
212-833-8676
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
|
Scott A. Ziegler, Esq. |
|
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
| ☐ | immediately upon filing |
| ☐ | on (Date) at (Time) |
| If a separate registration statement has been filed to register the deposited shares, check the following box. ☐ | |
CALCULATION OF REGISTRATION FEE
|
Title of each class of Securities to be registered |
Amount to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one (1) share of common stock of Sony Group Corporation |
500,000,000 American Depositary Shares |
$0.05 | $25,000,000 | $3,827.50 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit A to the form of Second Further Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting the deposited securities | Paragraphs (17) and (18) | ||
| (iii) | Procedure for collecting and distributing dividends | Paragraph (15) | ||
| (iv) | Procedures for transmitting notices, reports and proxy soliciting material | Paragraphs (14) and (18) | ||
| (v) | Sale or exercise of rights | Paragraphs (15) and (17) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (6), (15), (17) and (19) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (23) and (24) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (14) | ||
| (ix) | Restrictions upon the right to transfer or withdraw the underlying securities | Paragraphs (2), (3), (4), (6), (7), (9) and (10) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraphs (8), (20) and (21) | ||
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly |
Paragraph (11) | ||
Item 2. AVAILABLE INFORMATION
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | ||
| (a) | Statement that Sony Group Corporation is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected and copied through the Securities and Exchange Commission’s EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. |
Paragraph (14)
| |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Second Further Amended and Restated Deposit Agreement dated as of April 1, 2025 among Sony Group Corporation, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 14, 2025.
| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Gregory A. Levendis | |
| Name: | Gregory A. Levendis | |
| Title: | Executive Director | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sony Group Corporation certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan, on March 14, 2025.
| Sony Group Corporation | ||
| By: | /s/ Kenichiro Yoshida | |
| Name: | Kenichiro Yoshida | |
| Title: | Chief Executive Officer | |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenichiro Yoshida and Hiroki Totoki, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act, this Registration Statement on Form F-6 has been signed by the following persons on March 14, 2025, in the capacities indicated.
SIGNATURES
| Signature | Title | |
| /s/ Kenichiro Yoshida | Chairman and Chief Executive Officer, Representative | |
| Kenichiro Yoshida | Corporate Executive Officer, Member of the Board | |
| /s/ Yoshihiko Hatanaka | Chairman of the Board | |
| Yoshihiko Hatanaka | ||
| /s/ Hiroki Totoki | President, Chief Operating Officer and Chief Financial Officer, | |
| Hiroki Totoki | Representative Corporate Executive Officer, Member of the Board | |
| /s/ Wendy Becker | Vice Chair of the Board | |
| Wendy Becker | ||
| /s/ Sakie Akiyama | Member of the Board | |
| Sakie Akiyama |
| Signature | Title | |
| /s/ Keiko Kishigami | Member of the Board | |
| Keiko Kishigami | ||
| /s/ Joseph A. Kraft Jr. | Member of the Board | |
| Joseph A. Kraft Jr. | ||
| /s/ Neil Hunt | Member of the Board | |
| Neil Hunt | ||
| /s/ William Morrow | Member of the Board | |
| William Morrow | ||
| /s/ Shingo Konomoto | Member of the Board | |
| Shingo Konomoto |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Sony Group Corporation, has signed this Registration Statement on Form F-6 in New York, New York on March 14, 2025.
| Authorized U.S. Representative | ||
| By: | /s/ Peter J. Kim | |
| Name: | Peter J. Kim | |
| Title: | Executive Vice President, General Counsel & Secretary, Sony Corporation of America; Authorized Representative | |
INDEX TO EXHIBITS
| Exhibit Number | ||
| (a) | Form of Second Further Amended and Restated Deposit Agreement | |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |