As filed with the U.S. Securities and Exchange Commission on February 25, 2022
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Exact Name of Registrant as Specified in Its Charter)
HONDA MOTOR
CO., LTD.
(Translation of registrants name into English)
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Japan
(State or Other Jurisdiction of Incorporation or Organization) |
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Not applicable
(I.R.S. Employer Identification Number) |
1-1, Minami-Aoyama 2-chome
Minato-ku, Tokyo 107-8556
Japan
+81-(0)3-3423-1111
(Address and telephone number of
registrants principal executive offices)
American Honda
Motor Co., Inc.
1919 Torrance Blvd
Torrance, CA 90501
United States
1-310-783-2265
(Name, address and telephone number of agent for service)
Please send copies of all communications to:
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Keiji Hatano
Sullivan & Cromwell LLP
Otemachi First Square 5-1 Otemachi 1-chome
Chiyoda-ku, Tokyo 100-0004
Japan +81-3-3213-6140 |
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Jon R. Gray
Davis Polk & Wardwell LLP
Izumi Garden Tower 33F 1-6-1 Roppongi
Minato-ku, Tokyo 106-6033
Japan +81-3-5574-2600 |
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If 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, 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. ☐