UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | ☐ |
| Securities Act Rule 802 (Exchange Offer) | ☒ |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | ☐ |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ☐ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | ☐ |
| Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) | ☐ |
|
HAGIWARA DENKI HOLDINGS KABUSHIKI KAISHA SATORI DENKI KABUSHIKI KAISHA |
|
(Name of Subject Company)
HAGIWARA ELECTRIC HOLDINGS CO., LTD. |
|
SATORI ELECTRIC CO., LTD. |
| (Translation of Subject Company’s Name into English (if applicable)) |
|
Japan |
| (Jurisdiction of Subject Company’s Incorporation or Organization) |
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HAGIWARA ELECTRIC HOLDINGS CO., LTD. SATORI ELECTRIC CO., LTD. |
| (Name of Person(s) Furnishing Form) |
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Common Stock |
| (Title of Class of Subject Securities) |
|
N/A |
| (CUSIP Number of Class of Securities (if applicable)) |
|
HAGIWARA ELECTRIC HOLDINGS CO., LTD. 2-2-1 Higashi Sakura Higashi-ku, Nagoya-shi, Aichi 461-0005 Japan +81-52-931-3553 Attn: Kyoko Kitagawa
SATORI ELECTRIC CO., LTD. 1-14-10, Shiba Minato-ku, Tokyo 105-0014 Japan +81-80-6116-1359 Attn: Remi Shiraki |
| (Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company) |
|
N/A |
| (Date Tender Offer/Rights Offering Commenced) |
PART I – INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
Item 2. Informational Legends
The required legend is prominently included in the document(s) referred to in Item 1.
PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
N/A
PART III – CONSENT TO SERVICE OF PROCESS
| HAGIWARA ELECTRIC HOLDINGS CO., LTD. and SATORI ELECTRIC CO., LTD. submitted to the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X dated July 29, 2025. |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| HAGIWARA ELECTRIC HOLDINGS CO., LTD. | ||
| /s/ Masayuki Hasegawa | ||
| Name: Masayuki Hasegawa | ||
| Title: Managing Executive Officer |
Date: July 29, 2025
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| SATORI ELECTRIC CO., LTD. | ||
| /s/ Hiroyuki Satori | ||
| Name: Hiroyuki Satori | ||
| Title: Representative Director, President |
Date: July 29, 2025