As filed with the Securities and Exchange Commission on February 7, 2023

Registration No. 333-185261

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

Sony Group Kabushiki Kaisha

 

(Exact name of Registrant as specified in its charter)

 

Sony Group Corporation

 

(Translation of Registrant’s name into English)

 

Japan	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

 

c/o 7-1, Konan 1-chome
Minato-ku
Tokyo 108-0075
Japan

(Address of principal executive offices)

 

The Twenty-Fourth Series of Stock Acquisition Rights for
Shares of Common Stock of Sony Corporation

 

The Twenty-Fifth Series of Stock Acquisition Rights for
Shares of Common Stock of Sony Corporation
(Full title of the plans)

 

Sony Corporation of America
25 Madison Avenue, 26^th Floor
New York, New York 10010
Attn.: Office of the General Counsel
212-833-5893
(Name, address and telephone number of agent for service)

 

Copy to:
Michael J. Albano, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

(Check one):  

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☐
				Emerging growth company		☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333- 185261) filed by Sony Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on December 4, 2012 (the “Registration Statement”) to register 738,700 shares of the Common Stock of the Registrant (the “Twenty-Fourth Series Shares”) to be issued upon exercise of the Twenty-Fourth Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation (the “Twenty-Fourth Series Stock Acquisition Rights”) and 1,176,300 shares of Common Stock of the Registrant (the “Twenty-Fifth Series Shares”) to be issued upon exercise of the Twenty-Fifth Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation (the “Twenty-Fifth Series Stock Acquisition Rights”). As of the date hereof, (a) none of the Twenty-Fourth Series Stock Acquisition Rights remain outstanding, and no additional Twenty-Fourth Series Shares will be issued and (b) none of the Twenty-Fifth Series Stock Acquisition Rights remain outstanding, and no additional Twenty-Fifth Series Shares will be issued.

 

In accordance with the Registrant’s undertaking in Part II, Item 9(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all of the Twenty-Fourth Series Shares and Twenty-Fifth Series Shares that remain unsold or otherwise unissued, if any, and to terminate the effectiveness of the Registration Statement.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan as of the 2^nd day of February, 2023.

 

	SONY GROUP CORPORATION
	By:	/s/ Kazushi Ambe
		Kazushi Ambe Senior Executive Vice President, Corporate Executive Officer, Officer in charge of Human Resources and General Affairs

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and as of the dates indicated:

 

Name		Title		Date
/s/ Kenichiro Yoshida		Chairman, President and Chief Executive Officer, Representative Corporate Executive Officer, Member of the Board		February 2, 2023
Kenichiro Yoshida
/s/ Hiroki Totoki		Executive Deputy President and Chief Financial Officer, Representative Corporate Executive Officer, Member of the Board		February 2, 2023
Hiroki Totoki
/s/ Shuzo Sumi		Chairman of the Board		February 2, 2023
Shuzo Sumi
/s/ Yoshihiko Hatanaka		Vice Chairman of the Board		February 2, 2023
Yoshihiko Hatanaka
/s/ Tim Schaaff		Member of the Board		February 2, 2023
Tim Schaaff

 

 

/s/ Toshiko Oka		Member of the Board		February 2, 2023
Toshiko Oka
/s/ Sakie Akiyama		Member of the Board		February 2, 2023
Sakie Akiyama
/s/ Wendy Becker		Member of the Board		February 2, 2023
Wendy Becker
/s/ Keiko Kishigami		Member of the Board		February 2, 2023
Keiko Kishigami
/s/ Joseph A. Kraft Jr.		Member of the Board		February 2, 2023
Joseph A. Kraft Jr.
/s/ Mark E. Khalil		Senior Vice President, Sony Group Corporation; President Sony Corporation of America		February 2, 2023
Mark E. Khalil