SNE Sony Corporation

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

Registration No. 333-170714

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)

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

(Address of principal executive offices)

The Twentieth Series of Stock Acquisition Rights for

Shares of Common Stock of Sony Corporation

The Twenty-First 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): 

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. 333-170714) filed by Sony Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on November 18, 2010 (the “Registration Statement”) to register 802,600 shares of the Common Stock of the Registrant (the “Twentieth Series Shares”) to be issued upon exercise of the Twentieth Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation (the “Twentieth Series Stock Acquisition Rights”) and 1,532,000 shares of Common Stock of the Registrant (the “Twenty-First Series Shares”) to be issued upon exercise of the Twenty-First Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation (the “Twenty-First Series Stock Acquisition Rights”). As of the date hereof, (a) none of the Twentieth Series Stock Acquisition Rights remain outstanding, and no additional Twentieth Series Shares will be issued and (b) none of the Twenty-First Series Stock Acquisition Rights remain outstanding, and no additional Twenty-First 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 Twentieth Series Shares and Twenty-First Series Shares that remain unsold or otherwise unissued, if any, and to terminate the effectiveness of the Registration Statement.