As filed with the Securities and Exchange Commission on August 2, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Invesco CurrencyShares® Japanese Yen Trust
Sponsored by Invesco Specialized Products, LLC
(Exact name of registrant as specified in its charter)
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New York
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37-6416176
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
(800) 983-0903
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Anna Paglia
Chief
Executive Officer
Invesco Specialized Products, LLC
3500 Lacey Road
Suite
700
Downers Grove, Illinois 60515
(800) 983-0903
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Patrick Daugherty, Esq.
Foley & Lardner LLP
321 N. Clark Street
Suite 3000
Chicago,
Illinois 60654-4762
Phone: (312) 832-4500
Fax: (312) 832-4700
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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.D. 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.D. 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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If an emerging growth company, 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 Securities Act. ☐
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
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Japanese Yen Shares
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(1)
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(1)
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(1)
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(2) (3)
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(1)
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In accordance with Rule 456(d) under the Securities Act of 1933, an indeterminate number of Japanese Yen shares
(the Shares) are being registered as may from time to time be offered hereunder at indeterminate prices.
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(2)
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In accordance with Rules 456(d) and 457(u) under the Securities Act of 1933, the registrant is deferring
payment of these registration fees and will pay these registration fees on an annual net basis no later than 90 days after the end of each fiscal year.
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(3)
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Pursuant to Rule 457(p) under the Securities Act of 1933, the registration fee to be paid for the Shares will
be partially offset by the registration fee associated with unsold securities registered pursuant to that certain registration statement on Form S-1 (File
No. 333-229552) filed by Invesco CurrencyShares® Japanese Yen Trust on February 7, 2019 (the Prior Registration Statement).
A registration fee of $119,403.82 was paid in connection with the registration pursuant to the Prior Registration Statement of 11,350,000 Shares, of which 6,950,000 remain unsold.
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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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.