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  4. [D/A] Daiwa Securities Group Inc. SEC Filing

Daiwa Securities Group Inc. (DSECF) amends Rule 506(b) private equity offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D/A

Rhea-AI Filing Summary

Daiwa Securities Group Inc., a Japan-incorporated investment banking corporation, filed an amended notice of an exempt U.S. securities offering under Regulation D, claiming the Rule 506(b) exemption. The offering involves equity securities and restricted stock.

The filing reports a Total Amount Sold of $599,840, with no finders’ fees paid ($0). The issuer classifies itself in the investment banking industry, declines to disclose its revenue or asset size, and indicates the first sale in this offering occurred on 2018-07-24. The notice is signed by Managing Director Takeshi Okado on 2026-07-09.

Positive

  • None.

Negative

  • None.
Total Amount Sold $599,840 USD Aggregate securities sold in the exempt offering
Finders' Fees $0 USD Amount of finders’ fees reported for the offering
Date of First Sale 2018-07-24 Initial sale date for the securities in this offering
Signature Date 2026-07-09 Date the notice was signed by the Managing Director
Regulation D regulatory
"Certifying that, if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Rule 506(b) regulatory
"Rule 506(b) is selected among the Federal Exemption(s) and Exclusion(s) claimed"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"
Finders' Fees financial
"Provide separately the amounts of sales commissions and finders fees expenses, if any. Finders' Fees $0 USD"
A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.
investment banking financial
"The issuer’s industry group selection indicates X Investment Banking"
Investment banking is a financial service that helps companies raise money by selling stocks or bonds to investors, similar to how a broker connects buyers and sellers. It also advises businesses on mergers, acquisitions, and other major financial decisions, acting as a guide through complex transactions. For investors, investment banking facilitates access to opportunities and ensures that large financial deals are managed smoothly and efficiently.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What type of securities is Daiwa Securities Group Inc. (DSECF) offering in this Form D/A filing?
Daiwa Securities Group Inc. is offering equity securities and restricted stock in a U.S. exempt private offering. The transaction is conducted under Regulation D, with the issuer classified in the investment banking industry group.

How much has been sold in Daiwa Securities Group Inc. (DSECF) exempt offering?
The notice reports a Total Amount Sold of $599,840 in the exempt offering. This figure reflects securities already placed under Regulation D and is the primary quantitative disclosure related to the size of the private transaction.

Which SEC exemption does Daiwa Securities Group Inc. (DSECF) rely on for this offering?
Daiwa Securities Group Inc. relies on Rule 506(b) under Regulation D for this exempt securities offering. Rule 506(b) permits certain private placements to accredited investors without full registration, subject to specific limitations and disclosure requirements.

When did sales begin in the Daiwa Securities Group Inc. (DSECF) exempt offering?
The filing states a Date of First Sale of 2018-07-24 for this offering. The current Form D/A is an amendment updating information on an offering that has been ongoing since that initial sale date.

Did Daiwa Securities Group Inc. (DSECF) pay any finders’ fees in this private offering?
The issuer reports Finders’ Fees of $0 for the offering. This indicates no separate finder compensation is disclosed in connection with placing the $599,840 of securities covered by this Form D amendment.

What is the industry classification of Daiwa Securities Group Inc. (DSECF) in this Form D/A?
Daiwa Securities Group Inc. identifies its industry group as Banking & Financial Services – Investment Banking. This classification frames the exempt offering as originating from a financial services firm focused on investment banking activities.

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
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

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
0001481045
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Daiwa Securities Group Inc.
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
Daiwa Securities Group Inc.
Street Address 1 Street Address 2
GRANTOKYO NORTH TOWER, 9-1 MARUNOUCHI 1-CHOME, CHIYODA-KU
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
TOKYO JAPAN 100-6751 81-3-5555-1111

3. Related Persons

Last Name First Name Middle Name
Takeshi Okado
Street Address 1 Street Address 2
3-4-1-301, Kayabacho, Nihonbashi Chuo-ku
City State/Province/Country ZIP/PostalCode
TOKYO JAPAN 103-0025
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
X 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
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 2018-07-24 First Sale Yet to Occur
X Amendment

8. Duration of Offering

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

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

X 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

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 $1 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 $599,840 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:
3

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
Estimate
Finders' Fees $0 USD
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
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
Daiwa Securities Group Inc. Takeshi Okado Takeshi Okado Managing Director 2026-07-09

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.

Source: View Original Filing on SEC EDGAR