Registration for Depository Shares (Form F-6)

As filed with the U.S. Securities and Exchange Commission on May 22, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

THARISA PLC

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

The Republic of Cyprus

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

270 Park Avenue, Floor 8

New York, New York 10017

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

CT Corporation System

28 Liberty Street

New York, New York 10005

Telephone: +1-212-590-9070

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

JPMorgan Chase Bank, N.A. 270 Park Avenue, Floor 8 New York, New York 10017 Telephone: +1-800-990-1135

Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151

Igor Rogovoy Linklaters LLP 20 Ropemaker Street London EC2Y 9AR Telephone: +44 (20) 7456 2000

It is proposed that this filing become effective under Rule 466

	¨	immediately upon filing
	¨	on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing ten (10) ordinary shares, par value US$0.001 per share, of Tharisa plc.	50,000,000 American Depositary Shares	$0.05	$2,500,000	$345.25

(1)

Each unit represents one American Depositary Share.

(2)

Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on Form F-6 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 on Form F-6 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement on Form F-6 shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
1.         Name of the depositary and the address of its principal executive office		Introductory paragraph and bottom of face of American Depositary Receipt
2.        Title of the American Depositary Receipts and identity of the deposited securities		Face of American Depositary Receipt, top center
Terms of Deposit:
(a)          Amount of deposited securities represented by one unit of American Depositary Receipts		Face of American Depositary Receipt, upper right corner
(b)         Procedure for voting the deposited securities		Paragraphs (6), (11) and (12)
(c)         Procedure for collecting and distributing dividends		Paragraphs (4), (5), (7), (10), (11), (13) and (21)
(d)          Procedures for transmitting notices, reports and proxy soliciting material		Paragraphs (3), (8), (11) and (12)
(e)         Sale or exercise of rights		Paragraphs (4), (5), (7) and (10)
(f)          Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21)
(g)        Amendment, extension or termination of the deposit arrangements		Paragraphs (15), (16) and (17)
(h)         Rights that holders of American Depositary Receipts have to inspect the books of the depositary and the list of receipt holders		Paragraph (3)
(i)           Restrictions on the right to transfer or withdraw the underlying securities		Paragraphs (1), (2), (4), (5) and (6)
(j)          Limitation on the depositary's liability		Paragraphs (14), (17), (19) and (20)
3.       Fees and charges that a holder of American Depositary Receipts may have to pay, either directly or indirectly		Paragraph (7)
4.       Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities		Paragraph (7)
		Paragraph (8)

Item 2. AVAILABLE INFORMATION

Tharisa plc (the "Company") publishes information in English required to maintain the exemption from registration under the Securities Exchange Act of 1934, as amended, afforded by Rule 12g3-2(b) promulgated thereunder on its Internet Web site or through an electronic information delivery system generally available to the public in its primary trading market As of the date hereof, the Company's internet website is located at www.tharisa.com

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)

Form of Deposit Agreement. Form of Deposit Agreement among Tharisa plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder (as from time to time amended, the "Deposit Agreement"), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a).

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable.

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

(d)

Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

(e)

Certification under Rule 466. Not Applicable.

(f)

Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the "Depositary") on behalf of the legal entity created by the Deposit Agreement (the "Deposit Agreement") among Tharisa plc, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 22, 2026.

		Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
		By:	JPMORGAN CHASE BANK, N.A., solely in its
			capacity as Depositary
			By:	/s/ Timothy E. Green
				Name:	Timothy E. Green
				Title:	Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Tharisa plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Johannesburg, South Africa, on May 22, 2026.

		THARISA PLC
		By:	/s/ Phoevos Pouroulis
			Name:	Phoevos Pouroulis
			Title:	Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phoevos Pouroulis, Andrew Henwood and Sabelo Dlamini, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on May 22, 2026.

SIGNATURES

Signature		Title
/s/ Phoevos Pouroulis		Chief Executive Officer and Director
Phoevos Pouroulis		(principal executive officer)
/s/ Michael Jones		Chief Finance Officer and Director
Michael Jones		(principal financial and accounting officer)
/s/ Loucas Pouroulis		Executive Chairman and Director
Loucas Pouroulis
/s/ Carol Bell		Lead Independent Director
Carol Bell
/s/ David Salter		Independent Non-Executive Director
David Salte
/s/ Gloria Zvaravanhu		Independent Non-Executive Director
Gloria Zvaravanhu
/s/ Roger Davey		Independent Non-Executive Director
Roger Davey
/s/ Vasileios Vergopoulos		Independent Non-Executive Director
Vasileios Vergopoulos
/s/ Shelley Wai Man Lo		Non-Executive Director
Shelley Wai Man Lo
		Non-Executive Director
Hao Chen

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Tharisa plc, has signed this Registration Statement on Form F-6 in Delaware, United States, on May 22, 2026.

		Authorized U.S. Representative
			By:	/s/ Donald J. Puglisi
				Name:	Donald J. Puglisi
				Title:	Managing Director, Puglisi & Associates

INDEX TO EXHIBITS

Exhibit Number
(a)	Form of Deposit Agreement among Tharisa plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("ADRs") issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d)	Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.