As filed with the Securities and Exchange Commission on July 6, 2021
Registration No. 333-229191
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NOMURA HORUDINGUSU KABUSHIKI KAISHA
(Exact Name of Registrant as Specified in its Charter)
NOMURA
HOLDINGS, INC.
(Translation of Registrants Name into English)
Japan
(State or Other
Jurisdiction of Incorporation or Organization)
None
(I.R.S. Employer Identification Number)
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan
(81-3-6746-7720)
(Address and Telephone Number of
Registrants Principal Executive Offices)
Nomura Holding
America Inc.
Worldwide Plaza, 309 West 49th Street
New York, New York 10019-7316
(212-667-9000)
(Name, Address and Telephone Number of Agent for Service)
Copy To:
Keiji
Hatano, Esq.
Sullivan & Cromwell LLP
Otemachi First Square
5-1, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-0004
Japan
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.