OPay’s Registration Statement Took Effect on 29 October, With No Withdrawal Filed

SEC filing records show that OPay’s registration statement, which covers a proposed New York Stock Exchange listing, took effect on 29 October 2026, two days after an exchange certification approving the securities for listing was filed on 27 October. Reuters describes OPay as a digital payments company, and the offering covers American depositary shares (ADSs) under the ticker OPAY.

The Filing Timeline From February to 29 October

OPay’s first draft registration statement was filed on 12 February 2026. Amended drafts followed on 23 March, 1 May and 14 August. The company then filed a registration statement for certain foreign private issuers on Form F-1 on 9 October.

An amended F-1 followed on 23 October. A registration of the securities under Section 12(b) was filed on 26 October, the exchange certification on 27 October and a notice of effectiveness dated 29 October. Initial beneficial ownership statements were filed the same day as the notice.

Offering Terms
The amended filing estimates a price range of $19.00 to $21.00 per ADS for 16,000,000 ADSs, with the NYSE ticker OPAY. The prospectus date is left blank.

Offering Terms and the Standard Bank Placement

The amended filing estimates a price range of $19.00 to $21.00 per ADS for 16,000,000 ADSs. If the underwriters exercise their over-allotment option in full, the offering would cover 18,400,000 ADSs. The prospectus date is left blank.

At $19, the 16 million ADSs come to $304 million, and at $21 they come to $336 million. Reuters, as carried by The Paypers on 26 October, put the maximum raise at up to $366 million and the valuation at up to $4.42 billion at the top of the range. Those figures do not match, and the record does not set the final size.

The filing describes a concurrent private placement by Stanbic Africa Holdings for up to $200 million. Its subscription price is the lowest of three measures: $200 million, 0.98% of Standard Bank Group’s qualifying regulatory capital, and 4.99% of post-offering shares at the per-share price. Reuters gives the same $200 million cap.

The filing states that closing is conditioned upon final NYSE approval of the listing application.

Regulatory Exposure the Filing Discloses

The filing describes regulatory exposure in several places. It says the company has failed in the past to meet Central Bank of Nigeria capital adequacy requirements at a Nigerian microfinance bank, and that this could lead to supervisory or regulatory action.

The filing also says the company has identified compliance issues from time to time that, depending on the issue, result in financial remediation to affected borrowers. It says its Nigerian lending rates may attract increased scrutiny, that Indonesian regulators may in the future impose more stringent requirements on its Indonesian loan services, and that it is not currently involved in any material legal proceedings.

On the China side, the filing says its PRC counsel has advised that the company is not required to obtain CSRC approval or complete the CSRC filing procedures before the ADSs can be listed or offered in the United States. It also says it cannot assure that it will not be subject to such filing requirements.

The filing also lists licensing and anti-money laundering obligations across its jurisdictions, and says non-compliance could bring enforcement action, fines or license revocation. It states that material weaknesses in internal controls could lead to sanctions or investigations by the NYSE, the SEC or other authorities.

The prospectus date is left blank.

What Is Still Open

The record leaves three points open: the final price, the final size and the closing date. The filing’s closing condition is final NYSE approval of the listing application, and the record reviewed does not show a final prospectus.

The SEC filings list shows a timeline from a February draft to a notice of effectiveness dated 29 October, about eight and a half months.