Registration for Depository Shares Form F 6EF

As filed with the Securities and Exchange Commission on October 15, 2024

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

MIZUHO FINANCIAL GROUP, INC.

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

Japan

(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

240 Greenwich Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

It is proposed that this filing become effective under Rule 466

[X] immediately upon filing

[ ] on ( Date ) at ( Time ).

If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum offering price per unit (1)	Proposed maximum aggregate offering price	Amount of registration fee
American Depositary Shares representing common shares of Mizuho Financial Group, Inc.	350,000,000 American Depositary Shares	$5.00	$17,500,000	$2,679.25

(1)	For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof.

The prospectus consists of the proposed form of American Depositary Receipt ("Receipt") included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Item Number and Caption		Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary		Introductory Article
2. Title of American Depositary Receipts and identity of deposited securities		Face of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented by one unit of American Depositary Receipts		Face of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited securities		Articles number 15, 16 and 18
(iii) The procedure for collecting and distributing of dividends		Articles number 4, 12, 13, 14, 15 and 18
(iv) The procedure for transmitting notices, reports and proxy soliciting material		Articles number 11, 15, 16 and 18
(v) The sale or exercise of rights		Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Articles number 12, 13, 14, 15, 17 and 18
(vii) Amendment, extension or termination of the deposit agreement		Articles number 20 and 21
(viii) Rights of holders of American Depositary Receipts to inspect the transfer books of the depositary and the list of holders of American Depositary Receipts		Article number 11
(ix) Restrictions upon the right to deposit or withdraw the underlying securities		Articles number 2, 3, 4, 5, 6, 8 and 22
(x) Limitation upon the liability of the depositary		Articles number 14, 18, 21 and 22
3. Fees and Charges		Articles 7 and 8
	Item - 2.	Available Information
		Public reports furnished by issuer		Article number 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3. Exhibits

a.	Form of Deposit Agreement dated as of April 2, 2018 among Mizuho Financial Group, Inc., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.	Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not applicable.
c.	Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - Not applicable.
d.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.
e.	Certification under Rule 466. - Filed herewith as Exhibit 5.

Item - 4. Undertakings

(a)The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 15, 2024.

Legal entity created by the agreement for the issuance of depositary shares representing common shares of Mizuho Financial Group, Inc.

By:	The Bank of New York Mellon
	As Depositary
	By:	/s/ Robert W. Goad
	Name:	Robert W. Goad
	Title:	Managing Director

Pursuant to the requirements of the Securities Act of 1933, Mizuho Financial Group, Inc., has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Tokyo, Japan, on October 15, 2024.

Mizuho Financial Group, Inc.
By:	/s/ Masahiro Kihara
Name:	Masahiro Kihara
Title:	President & Group CEO

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on October 15, 2024.

/s/ Masahiro Kihara	President & Group CEO
Masahiro Kihara	(Principal Executive Officer)
/s/ Hidekatsu Take	Deputy President & Senior Executive Officer
Hidekatsu Take
/s/ Mitsuhiro Kanazawa	Senior Executive Officer
Mitsuhiro Kanazawa
/s/ Takefumi Yonezawa	Senior Executive Officer
Takefumi Yonezawa	(Principal Financial and Accounting Officer)
/s/ Seiji Imai	Director, Chairman (Kaicho)
Seiji Imai
/s/ Hisaaki Hirama	Director
Hisaaki Hirama
	Director
Yoshimitsu Kobayashi
/s/ Ryoji Sato	Director
Ryoji Sato
	Director
Takashi Tsukioka
	Director
Kotaro Ohno
	Director
Hiromichi Shinohara
/s/ Izumi Kobayashi	Director, Chairperson of the Board of Directors
Izumi Kobayashi
	Director
Yumiko Noda
	Director
Takakazu Uchida
MIZUHO AMERICAS LLC	Authorized Representative in the United States
By:	/s/ Howard Wynn
Name	Howard Wynn
Title:	Chief Compliance Officer

INDEX TO EXHIBITS

Exhibit Number	Exhibit
1	Form of Deposit Agreement dated as of April 2, 2018 among Mizuho Financial Group, Inc., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.
5	Certification Under Rule 466.

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