As filed with the Securities and Exchange Commission on May 7, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Jiayin Group
Inc.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrants name into English)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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18th Floor, Building No. 1, Youyou Century Plaza,
428 South Yanggao Road, Pudong New Area
Shanghai 200122
Peoples Republic
of
China
Tel: 86 21-6082-8732
(Address and telephone number of registrants principal executive offices)
Cogency Global Inc.
122
East 42nd Street,
18th Floor
New York, NY 10168
USA
+1 800 221-0102
(Name, address, and telephone number of agent for service)
Copies to:
Steve
Lin, Esq.
Kirkland & Ellis International LLP
29th Floor, China World Office 2
No. 1 Jian Guo Men Wai Avenue
Beijing 100004, P.R. China
+86 10-5737-9315
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered(1)(2)(3)
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Proposed
maximum
aggregate
offering price(4)(5)
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Amount of
registration fee
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Class A ordinary shares, par value US$0.000000005 per
share
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Preferred shares
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Debt securities
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Warrants
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Total
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US$200,000,000
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US$21,820
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(1)
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Includes (i) securities initially offered and sold outside the United States that may be resold from time
to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public and (ii) securities
that may be purchased by the underwriters pursuant to an over-allotment option. These securities are not being registered for the purposes of sales outside of the United States.
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(2)
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The securities being registered also include such indeterminate number of securities as may be issued upon
exercise, conversion or exchange of other securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
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(3)
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American depositary shares issuable upon deposit of the shares registered hereby have been registered under a
separate registration statement on Form F-6 (Registration No. 333-229579).
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(4)
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The proposed maximum aggregate offering price of each class of securities will be determined from time to time
by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to the General Instruction II.C. of Form
F-3 under the Securities Act of 1933.
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(5)
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The proposed maximum aggregate offering price has been estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(o) under the Securities Act and reflects the maximum offering price of securities registered hereunder.
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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 the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.