As filed with the Securities and Exchange
Commission on October 15, 2026 |
Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
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,
The Hong Kong Club Building
3A Chater Road, Central
Hong Kong
+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 fifteen (15) 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. |
The Registrant hereby amends this 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 Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933,
or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
This 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.
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). |
| 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.
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 Registration Statement on Form F-6
and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (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. ___ Filed herewith as Exhibit
(d). |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on
the signature pages hereto. |
| (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. |
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 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 15, 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 fifteen (15) ordinary shares of OPay Limited.
| CITIBANK, N.A., solely in its capacity as Depositary |
|
| |
|
|
| By: |
/s/ Leslie DeLuca |
|
| |
Name: Leslie DeLuca |
|
| |
Title: Attorney-in-fact |
|
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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Singapore, on October 15, 2026.
| OPAY LIMITED |
|
| |
|
|
| By: |
/s/ James Arthur Perry Jr |
|
| |
Name: James Arthur Perry Jr |
|
| |
Title: CFO |
|
POWERS OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Arthur Perry Jr to act as his/her
true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in
any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United
States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as
s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following
capacities on October 15, 2026.
| /s/ Mr. James Zhou |
|
Chairman |
| Mr. James Zhou |
|
|
| |
|
|
| /s/ Lars Rahbaek Boilesen |
|
Executive Director, Co-CEO |
| Lars Rahbaek Boilesen |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Trond Riiber Knudsen |
|
Independent Director |
| Trond Riiber Knudsen |
|
|
| |
|
|
| /s/ Stephen Wen |
|
Co-CEO & COO |
| Stephen Wen |
|
(Principal Executive Officer) |
|
|
|
| /s/ James Arthur Perry Jr |
|
CFO |
| James Arthur Perry Jr |
|
(Principal Financial Officer and Principal Accounting Officer) |
| |
|
|
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 Registration Statement
on Form F-6 in New York, United States, on October 15, 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. |
|
Index to Exhibits
| Exhibit |
Document |
Sequentially
Numbered Page |
| (a) |
Form of Deposit Agreement |
|
| (d) |
Opinion of counsel to the Depositary |
|
II-6
