UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Nomura America Finance, LLC
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 13-3518229 |
(State of Incorporation
or Organization) | | (I.R.S. Employer
Identification No.) |
| | | |
Worldwide Plaza, 309 West 49th Street New York, New York (Address of Principal Executive Office) | | 10019-7316
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
to be so registered | | Name of each exchange on which
each class is to be registered |
| | | |
3.00% Fixed to Floating Rate Notes due
August 21, 2025 | | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, please check the following box. ¨
| Securities Act registration statement file numbers to which this form relates: | | Nos. 333-191250, 333-191250-01 |
| Securities to be registered pursuant to Section 12(g) of the Act: | | None |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 (“Rule 424(b)”) a prospectus supplement dated August 18, 2015 (the “Prospectus Supplement”) to a prospectus dated September 19, 2013 (the “Prospectus”), relating to the Securities to be registered hereunder included in the Registrant’s Registration Statement on Form F-3 (File Nos. 333-191250, 333-191250-01) declared effective by the Commission on September 19, 2013. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
Reference is made to the information set forth under the heading “Description of Debt Securities and Guarantee” in the Prospectus, the information set forth on the cover page and in “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the Prospectus Supplement, which information is incorporated herein by reference.
No exhibits are required to be filed because no other securities of the Company are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| | NOMURA AMERICA FINANCE, LLC |
| | |
| Date: March 5, 2024 | By: | /s/ Jason Brus |
| | Name: | Jason Brus |
| | Title: | Chief Operating Officer |
