PayPay Corp ADR美股招股说明书(2026-03-12版)

PayPay Corporation Representing 54,987,214 Shares of Common Stock This is an initial public offering of American depositary shares, or ADSs, representing common shares of PayPay Corporation. We are offering 31,054,254 ADSs and the selling shareholder identified in this prospectus is offering 23,932,960 ADSs. Each ADSrepresents one common share, no par value. We will not receive any proceeds from the sale of ADSs by the selling shareholder. Prior to this offering, there has been no public market for the ADSs or our shares. We have been approved to list the ADSs on the NasdaqGlobal Select Market, or Nasdaq, under the symbol“PAYP.” Qatar Holding LLC, Visa International Service Association and Abu Dhabi Investment Authority (collectively, the “Cornerstone Investors”)have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $220 million of the ADSs offered in this offering at the initialpublic offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not bindingagreements or commitments to purchase, the Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or theunderwriters may determine to sell more, less or no ADSs to the Cornerstone Investors. The underwriters will receive the same underwriting discount onany ADSs purchased by the Cornerstone Investors as they will from the other ADSs sold to the public in this offering. Investing in the ADSs involves risks. See “Risk Factors” beginning on page25 for additional information and factors you shouldconsider before buying theADSs. PRICE US$16.00 PER ADS Neither the UnitedStates Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)For additional information on underwriting compensation, see “Underwriting.”(2)Assumes no exercise of the underwriters’ option to purchase additional ADSs. We have granted the underwriters an option to purchase up to an aggregate of 8,248,081 additional ADSs from us at the initial publicoffering price less the underwriting discounts and commissions, for 30 days after the date of this prospectus to cover over-allotments, if any. Upon the completion of this offering, 668,625,454 common shares will be issued and outstanding. Entities ultimately controlled bySoftBank Group Corp. will beneficially own common shares representing in the aggregate 91.78% of the voting power of our total issued andoutstanding shares immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additionalADSs. As a result, we expect we will be a “controlled company” within the meaning of applicable rules of Nasdaq. Under the applicable Nasdaq rules, acompany of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlledcompany” and may elect not to comply with certain corporate governance requirements. If we rely on these exemptions, our shareholders or the ADSholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. See “Prospectus Summary—Implications of Being a Controlled Company.” Table of Contents TABLE OF CONTENTS Prospectus SummarySummary Consolidated Financial and Operating DataRisk FactorsSpecial Note RegardingForward-LookingStatements and Industry DataUse of ProceedsDividend PolicyCapitalization and IndebtednessDilutionEnforcement of Civil LiabilitiesOur History and Corporate StructureManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusiness ManagementJapanese Foreign Exchange RegulationsRegulationsPrincipal and Selling ShareholdersRelated Party TransactionsDescription of Share CapitalDescription of American Depositary SharesShares Eligible for Future SaleTaxationUnderwritingExpenses Related to this OfferingLegal MattersExpertsWhere You Can Find More InformationIndex to Financial Statements Until April5, 2026 (the 25th day after the date of this prospectus), all dealers that effect transactions in these ADSs, whether or notparticipating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus whenacting as an underwriter and with respect to their unsold allotments or subscriptions. We, the selling shareholder and the underwriters have not authorized anyone to provide you with any information other than that containedin this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, and neither we, the sellingshareholder nor the underwriters take responsibility for any other information others may give you. We are offering to sell, and seeking offers to buy theADSs, only