As filed with the Securities and Exchange Commission on October 22, 2026 |
Registration No. 333-299482 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
PRE-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
____________
OPAY LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
____________
N/A
(Translation of issuer’s name into English)
____________
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
________________________________
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
____________
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
____________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
________________________________
Copies to:
|
Li He, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, +852 2533-3300 |
Jason W. Parsont, Esq. Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020 (212) 506-2500 |
| It is proposed that this filing become effective under Rule 466: | ☐ 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 Aggregate Price Per Unit* |
Proposed Maximum Aggregate Offering Price** |
Amount of Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive ten (10) ordinary shares, par value $0.000004 per share, of OPay Limited (the “Company”) | 200,000,000 ADSs | $5.00 | $10,000,000 | $870.00*** |
| * | Each unit represents 100 ADSs. |
| ** | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs. |
| *** | Previously paid. |
The Registrant hereby amends this Pre-Effective Amendment No. 1 to the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Pre-Effective Amendment No. 1 to the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Pre-Effective Amendment No. 1 to the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Pre-Effective Amendment No. 1 to the Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 to the Registration Statement is filed pursuant to Rule 478(a) under the Securities Act of 1933, as amended, solely to (1) correct the cover page to reflect an ADS-to-share ratio of one ADS to ten (10) ordinary shares and (2) to correct exhibit (a) to reflect an ADS-to-share ratio of one ADS to ten (10) ordinary shares. No changes have been made to the Registration Statement other than this explanatory note.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
| Item Number and Caption | Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus | ||
| 1. | Name of Depositary and address of its principal executive office | Face of Receipt - Introductory Article. | |
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt - Top Center. | |
| Terms of Deposit: | |||
| (i) | The amount of deposited securities represented by one American Depositary Share (“ADSs”) | Face of Receipt - Upper right corner. | |
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (17) and (18). | |
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (15). | |
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18). | |
| (v) | The sale or exercise of rights | Reverse of Receipt - Paragraphs (15) and (17). | |
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17). | |
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). | |
| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | Face of Receipt - Paragraph (14). | |
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). | |
| (x) | Limitation upon the liability of the Depositary | Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). | |
| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (11). | |
I-1
| Item 2. | AVAILABLE INFORMATION | Face of Receipt - Paragraph (14). |
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549.
I-2
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 and is incorporated herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a) | Form of Deposit Agreement, by and among OPay Limited (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ___ None. |
| (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. ___ None. |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Previously filed with the Commission on October 16, 2026 as Exhibit (d) to the Registration Statement on Form F-6 (File No. 333-299482), and incorporated herein by reference. |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Previously filed with the Commission on October 16, 2026, on the signature page on Form F-6 (File No. 333-299482), and incorporated herein by reference. |
| 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 ADRs, 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 amount of fees charged is 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 an ADR thirty (30) days before any change in the fee schedule. |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among OPay Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, 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 Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 22, 2026.
Legal entity created by the Deposit Agreement
under which the American Depositary Shares registered hereunder
are to be issued, each American Depositary Share representing the right to receive ten (10) ordinary shares of OPay Limited.
| CITIBANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Joseph Connor | |
| Name: Joseph Connor | ||
| Title: Attorney-in-fact | ||
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, OPay Limited, 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 Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Singapore, on October 22, 2026.
| OPAY LIMITED | ||
| By: | /s/ James Arthur Perry Jr | |
| Name: James Arthur Perry Jr | ||
| Title: CFO | ||
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 has been signed by the following persons in the following capacities on October 22, 2026.
| Signature | Title | |
| * | Chairman | |
| Mr. James Zhou | ||
| * | Executive Director, Co-CEO | |
| Lars Rahbaek Boilesen | (Principal Executive Officer) | |
| * | Independent Director | |
| Trond Riiber Knudsen | ||
| * | Co-CEO & COO | |
| Stephen Wen | (Principal Executive Officer) | |
| * | CFO | |
| James Arthur Perry Jr | (Principal Financial Officer and Principal Accounting Officer) | |
| *By: | /s/ James Arthur Perry Jr | |
| Attorney-in-fact |
II-4
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-6 in New York, United States, on October 22, 2026.
| Authorized Representative in the United States | ||
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice-President on behalf of Cogency Global Inc. | ||
II-5
Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| (a) | Form of Deposit Agreement | |
| (d) | Opinion of counsel to the Depositary, previously filed with the Commission on October 16, 2026, as Exhibit (d) to the Registration Statement on Form F-6 (File No. 333-299482), and incorporated herein by reference. |
II-6