ATEYY Form D/A Reports $26.06M Sold and 120 Investors Under Rule 506(b)

Rhea-AI Filing Summary

ADVANTEST CORP filed an amended Form D reporting a Regulation D offering under Rule 506(b). The company lists Tokyo headquarters and multiple executive officers and directors. The amendment shows the first sale date as 2022-05-30 and a filing signature dated 2025-08-28. The notice reports $26,060,491 total amount sold to date and that the total offering amount is marked Indefinite. The offering is intended to last more than one year. Securities issued include Restricted Stock Units and Performance Stock Units. The filing reports 120 total investors, sales commissions and finders' fees estimated at $0, and estimated payments to named officers/directors of $0.

Positive

• $26,060,491 in total securities sold to date is reported, providing a clear aggregate figure
• Filing identifies the exemption relied upon (Rule 506(b)), meeting regulatory disclosure requirements
• The form lists $0 estimated sales commissions and $0 estimated payments to named officers/directors

Negative

• Total offering amount is marked Indefinite, so the maximum raise is not specified
• Filing does not disclose whether any investors are non-accredited beyond the total investor count of 120
• Minimum investment is reported as $0, which provides no clarity on individual investor contribution thresholds

Insights

Securities Compliance Analyst

TL;DR: Amendment documents a Rule 506(b) offering with $26.06M sold, indefinite remaining amount, and 120 investors — procedural disclosure, not operational results.

The Form D amendment provides required disclosure of an exempt offering structure: issuer identity, exemption claimed (Rule 506(b)), aggregate sold ($26,060,491), investor count (120), security types (restricted stock units and performance stock units), and that the offering duration exceeds one year. The filing also states $0 estimated sales commissions and $0 estimated payments to executives/directors. This filing is compliance-focused and does not include financial statements or operational metrics.

Corporate Governance Expert

TL;DR: Disclosure lists many named officers/directors and confirms no estimated proceeds to insiders; useful for governance transparency but not materially transformative.

The amendment names multiple executive officers and directors with corporate address in Tokyo, and certifies signature by the President/COO. It explicitly reports estimated insider payments as $0, which is relevant to conflicts-of-interest considerations. The document remains a regulatory notice of securities distribution rather than a corporate-action disclosure such as an acquisition or financial restatement.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001158838

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ADVANTEST CORP

Jurisdiction of Incorporation/Organization

JAPAN

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ADVANTEST CORP
Street Address 1		Street Address 2
SHIN-MARUNOUCHI CENTER BUILDING		1-6-2 MARUNOUCHI, CHIYODA-KU
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
TOKYO	JAPAN	100-0005	81-3-3214-7500

3. Related Persons

Last Name	First Name	Middle Name
Lefever	Douglas
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tsukui	Koichi
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yoshida	Yoshiaki
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Urabe	Toshimitsu
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Benes	Nicholas
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nishida	Naoto
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kurita	Yuichi
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sumida	Sayaka
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nakada	Tomoko
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hardwick	Keith
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mihashi	Yasuo
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Serrer	Juergen
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nakahara	Makoto
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mohan	Sanjeev
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Junger	Richard
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Xu	Yong
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Adachi	Toshiaki
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Takada	Hisako
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sim	Ricky
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Suzuki	Masayuki
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wu	Alex
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Osawa	Akio
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yoshimoto	Yasushi
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cha	Jaehyuk
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Watanabe	Daisuke
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stoffels	Ralf
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tsunetsugu	Katsuhiko
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Vachenauer	Andre
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yamashita	Kazuyuki
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hsieh	Steven
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Li	Jintie
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Arai	Masaki
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yorozu	Kesa
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Morgana	Fabio
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sinskie	Jonathan
Street Address 1	Street Address 2
Shin Marunouchi Center Building	1-6-2, Marunouchi, Chiyoda-ku
City	State/Province/Country	ZIP/PostalCode
Tokyo	JAPAN	100-0005

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
X	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2022-05-30				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Restricted Stock Units and Performance Stock Units

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$26,060,491	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

120

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	X Estimate
Finders' Fees	$0	USD	X Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ADVANTEST CORP	/s/ Koichi Tsukui	Koichi Tsukui	Director, Senior Executive Officer, President, COO	2025-08-28

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What exemption did ADVANTEST CORP (ATEYY) claim on this Form D amendment?

The filing claims a Regulation D exemption under Rule 506(b).

How much has ADVANTEST CORP raised under this offering according to the amendment?

The amendment reports $26,060,491 as the total amount sold to date.

How many investors participated in the offering as reported?

The Form D lists a total of 120 investors who have invested in the offering.

What types of securities were offered in ADVANTEST CORP's offering?

The filing identifies Restricted Stock Units and Performance Stock Units as the securities offered.

Does the filing indicate payments to executives or directors from the offering?

The Form D reports an estimated $0 of gross proceeds used for payments to named executive officers, directors, or promoters.

When was this Form D amendment signed?

The signature block shows the signer and title with date 2025-08-28.