人民金服美股招股说明书(2025-08-01版)

The exchange offer will expire at 5:00p.m., Eastern time on September4, 2025, unless extended. We are offering to exchange 7.75% Fixed-to-Floating Rate Subordinated Notes due 2035 that havebeen registered under the Securities Act of 1933, as amended, which we refer to in this prospectus as the“New Notes,” for any and all of our outstanding unregistered 7.75% Fixed-to-Floating Rate SubordinatedNotes due 2035 that we issued in a private placement on June6, 2025, which we refer to in this prospectusas the “Old Notes.” We are making this offer to exchange the New Notes for the Old Notes to satisfy ourobligations under a registration rights agreement that we entered into with the purchasers of the Old Notesin connection with our issuance of the Old Notes to those purchasers. We will not receive any cash proceeds from the exchange offer. The issuance of the New Notes inexchange for the Old Notes will not result in any increase in our outstanding indebtedness. Old Notes thatare not exchanged for New Notes in the exchange offer will remain outstanding. The exchange offer is notsubject to any minimum tender condition, but is subject to certain customary conditions. Subject to the terms of the exchange offer, following the expiration or termination of the exchangeoffer, we will exchange Old Notes that have been validly tendered and not validly withdrawn prior to suchexpiration or termination for an equal principal amount of New Notes. The terms of the New Notes areidentical in all material respects to the terms of the Old Notes, except that: (1)the New Notes will beregistered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and,as a result, will not bear any legend restricting their transfer; (2)the New Notes will bear a different CUSIPnumber and ISIN number from the Old Notes; (3)the New Notes will not generally be subject to transferrestrictions; (4)holders of the New Notes will not be entitled to registration rights under the registrationrights agreement that we entered into with the purchasers of the Old Notes; and (5)because the holders ofthe New Notes will not be entitled to registration rights, holders of the New Notes will not have the right toadditional interest under the circumstances described in that registration rights agreement relating to ourfulfillment of our registration obligations. Following fulfillment of our registration obligations, the accrualof any additional interest on the Old Notes will cease as well. The New Notes evidence the same debt as theOld Notes and are governed by the same indenture under which the Old Notes were issued. The New Notes are a new issue of securities with no established trading market, and we do not expectany public market to develop in the future for the New Notes. The Old Notes are not listed on any nationalsecurities exchange or quotation system, and we do not intend to apply for listing of the New Notes on anynational securities exchange or quotation system. Except as otherwise provided in this prospectus, you may validly withdraw your tender of Old Notes atany time prior to 5:00p.m., Eastern Time, on September4, 2025, the expiration date of the exchange offer. Any broker-dealer that holds Old Notes acquired for its own account as a result of market-makingactivities or other trading activities and that receives New Notes for its own account pursuant to theexchange offer may be a statutory underwriter and must acknowledge that it will deliver a prospectusmeeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of suchNew Notes. A broker-dealer that acquired Old Notes because of market-making or other trading activitiesmay use this prospectus, as supplemented or amended from time to time, in connection with resales of theNew Notes for a period of 180days after the completion of the exchange offer. See “Plan of Distribution.” Investing in our securities involves certain risks. See “Risk Factors” beginning on page15, as well as therisk factors contained in ourAnnual Report on Form 10-K for the year ended December31, 2024, and in theother reports filed by us with the Securities and Exchange Commission and incorporated by reference into thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. The securities are not savings accounts, deposits or obligations of any bank and are not insured by theFederal Deposit Insurance Corporation or any other governmental agency. TABLE OF CONTENTS Table of ContentsiABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS4SUMMARY5Summary of the Exchange Offer7Summary of the New Notes11RISK FACTORS15Risks Related to our Business15Risks Relat