As filed with the Securities and Exchange Commission on October 15, 2019
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PagSeguro Digital Ltd.
(Exact name of Registrant
as specified in its charter)
N/A
(Translation of the Registrants name into English)
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The Cayman Islands
(State or other jurisdiction
of
incorporation or organization)
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Not applicable
(I.R.S. Employer Identification No.)
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Av. Brigadeiro Faria Lima, 1384, 4º andar, parte A
São Paulo, SP, 01451-001, Brazil
+55 (11) 3038-8127
(Address and telephone number
of Registrants principal executive offices)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, NY
10016
(212) 947-7200
(Name, address, and telephone number, including area code, of agent for service)
With copies to:
David Flechner, Esq.
Paul Hastings LLP
Av. Presidente Juscelino
Kubitschek, 2041,
Torre D, 21º andar
São Paulo, SP, 04543-011, Brazil
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the 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
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Amount to be
Registered
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Proposed
maximum
aggregate price
per unit
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Proposed
maximum
aggregate offering
price
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Amount of
registration
fee
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Class A common shares
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(1)
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(1)
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(1)
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(1)
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(1)
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A currently indeterminate aggregate initial offering price or number of the securities of each identified class is being
registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and
457(r) under the Securities Act of 1933, as amended, the registrant hereby elects to defer payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis pursuant to Rule 456(b).
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