Nebius Group N.V F-3ASR, filed May 2, 2025

Redemption Price

Redemption Price

Nebius Group N.V. (NBIS)

F-3ASR 2025-05-02

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	The Netherlands			Not Applicable
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

	ABOUT THIS PROSPECTUS					1
	SUMMARY					2
	RISK FACTORS					4
	FORWARD-LOOKING STATEMENTS					5
	USE OF PROCEEDS					6
	TAXATION					7
	ENFORCEABILITY OF CERTAIN CIVIL LIBERTIES					8
	DESCRIPTION OF SHARE CAPITAL					9
	DESCRIPTION OF SECURITIES					14
	PLAN OF DISTRIBUTION					21
	LEGAL MATTERS					24
	EXPERTS					24
	WHERE YOU CAN FIND MORE INFORMATION					24
	EXPENSE OF THE OFFERING					25
	INFORMATION INCORPORATED BY REFERENCE					26

Item	Amount
SEC Registration Fee		$	(1)(2)
Accounting Fees and Expenses			(1)
Legal Fees and Expenses			(1)
Miscellaneous Fees and Expenses			(1)
Total		$	(1)

	ABOUT THIS PROSPECTUS					S-1
	SUMMARY					S-2
	RISK FACTORS					S-5
	FORWARD-LOOKING STATEMENTS					S-6
	USE OF PROCEEDS					S-7
	SELLING SHAREHOLDERS					S-8
	PLAN OF DISTRIBUTION					S-13
	LEGAL MATTERS					S-16
	EXPERTS					S-16
	WHERE YOU CAN FIND MORE INFORMATION					S-16
	INFORMATION INCORPORATED BY REFERENCE					S-17

	Class A shares offered by us			None.
	Class A shares offered by the selling shareholders			Up to 33,333,334 of our Class A shares.
	Class A shares to be outstanding after this offering			202,410,157
	Selling shareholders			All of our Class A shares are being offered by the selling shareholders. See “Selling Shareholders” beginning on page S-8 for additional information on the selling shareholders.
	Use of proceeds			We will not receive any proceeds from the sale of the Class A shares in this offering by the selling shareholders.
	Plan of Distribution			The selling shareholders, or their pledgees, donees, transferees, distributees, beneficiaries, assignees, or other successors-in-interest (including others who later come to hold any of the selling shareholders’ interest in the securities of the Company covered by this prospectus after the date of this prospectus such that registration rights shall apply to those securities), may offer or sell the Class A shares offered under this prospectus from time to time through public or private transactions at our prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling shareholders may also resell the Class A shares offered under this prospectus to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” beginning on page S-13 for additional information on the methods of sale that may be used by the selling shareholders.
	Risk factors:			Investing in our Class A shares involves significant risks. See “Risk Factors” beginning on page S-5 of this prospectus and the other information included in, or incorporated by reference into, this prospectus for a discussion of certain factors you should carefully consider before deciding to invest in our Class A shares.
	Nasdaq Global Select Market symbol:			“NBIS”

	Class A Shares Beneficially Owned Prior to the Offering						Class A Shares Being Offered(1)		Class A Shares Beneficially Owned After the Offering(2)
Name of Selling Shareholder	Number		Percentage By Voting Power(3)		Percentage By Shares(3)		Number		Number		Percentage By Voting Power(3)		Percentage By Shares(3)
Entities affiliated with Orbis Investment Management Limited(4)		15,702,222		2.8%		6.6%		11,190,484		4,511,738		*		1.9%
Entities affiliated with Accel(5)		7,142,857		1.3%		3.0%		7,142,857		—		—		—
Citadel CEMF Investments Ltd.(6)		3,309,523		*		1.4%		3,309,523		—		—		—
Jane Street Global Trading, LLC(7)		2,792,725		*		1.1%		1,428,571		1,364,154		*		*
Diameter Master Fund LP(8)		1,190,476		*		*		1,190,476		—		—		—
Discovery Global Opportunity Master Fund Ltd.(9)		2,029,326		*		*		1,190,476		838,850		*		*
Kora Master Fund LP(10)		2,170,476		*		*		1,190,476		980,000		*		*
NVIDIA Corporation(11)		1,190,476		*		*		1,190,476		—		—		—
Entities affiliated with Burkehill Global Management, LP(12)		952,380		*		*		952,380		—		—		—
Private funds managed by Columbus Hill Capital Management, L.P. (13)		714,285		*		*		714,285		—		—		—
Oasis Investments II Master Fund Ltd(14)		714,285		*		*		714,285		—		—		—
AFOB FIP MS LLC(15)		595,238		*		*		595,238		—		—		—
Blackstone Aqua Master Sub-Fund (16)		476,190		*		*		476,190		—		—		—
James R. Swartz(17)		476,190		*		*		476,190		—		—		—
Entities affiliated with LuminArx Capital(18)		333,333		*		*		333,333		—		—		—
Entities affiliated with Soros Fund Management LLC(19)		333,333		*		*		333,333		—		—		—
Conversant Opportunity Master Fund LP(20)		285,714		*		*		285,714		—		—		—

Exhibit Number			Description
1.1**			Form of Underwriting Agreement
3.1			Articles of Association of Nebius Group N.V., as amended as of August 2024 (incorporated by reference to Exhibit 1.1 of our Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 30, 2025)
4.1			Form of Share Purchase Agreement (incorporated by reference to Exhibit 99.2 to Current Report on Form 6-K, as filed on December 2, 2024)
4.2			Form of Investor Agreement (incorporated by reference to Exhibit 99.3 to Current Report on Form 6-K, as filed on December 2, 2024)
4.3*			Form of Senior Indenture
4.4*			Form of Subordinated Indenture
4.5**			Form of Warrant Agreement
4.6**			Form of Subscription Rights Agreement
4.7**			Form of Unit Agreement
5.1*			Opinion of Morgan, Lewis & Bockius UK LLP
5.2*			Opinion of DLA Piper Nederland N.V.
23.1*			Consent of Reanda Audit & Assurance B.V., Independent Registered Public Accounting Firm
23.2*			Consent of Technologies of Trust — Audit JSC, Independent Registered Public Accounting Firm
23.3*			Consent of Morgan, Lewis & Bockius UK LLP (included in Exhibit 5.1)
23.4*			Consent of DLA Piper Nederland N.V. (included in Exhibit 5.2)
24.1*			Power of Attorney
25.1***			Statement of Eligibility on Form T-1 for Senior Indenture
107*			Filing Fee Table

				NEBIUS GROUP N.V.
				By:			/s/ Arkady Volozh
							Arkady Volozh
							Chief Executive Officer and Executive Director

Name	Title	Date
/s/ Arkady Volozh Arkady Volozh	Chief Executive Officer and Executive Director (Principal Executive Officer)	May 2, 2025
/s/ Ron Jacobs Ron Jacobs	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2025
/s/ Ophir Nave Ophir Nave	Chief Operating Officer and Executive Director	May 2, 2025
/s/ John Boynton John Boynton	Non-Executive Director	May 2, 2025
/s/ Elena Bunina Elena Bunina	Non-Executive Director	May 2, 2025
/s/ Esther Dyson Esther Dyson	Non-Executive Director	May 2, 2025
/s/ Kira Radinsky Kira Radinsky	Non-Executive Director	May 2, 2025
/s/ Rogier Rijnja Rogier Rijnja	Non-Executive Director	May 2, 2025
/s/ Charles Ryan Charles Ryan	Non-Executive Director	May 2, 2025

			Page

Article I           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
	Section 1.01	Definitions	1
	Section 1.02	Compliance Certificates and Opinions	8
	Section 1.03	Form of Documents Delivered to Trustee	8
	Section 1.04	Acts of Holders; Record Dates	9
	Section 1.05	Notices, Etc., to Trustee and Company	11
	Section 1.06	Notice to Holders; Waiver	11
	Section 1.07	Conflict with Trust Indenture Act	11
	Section 1.08	Effect of Headings and Table of Contents	12
	Section 1.09	Successors and Assigns	12
	Section 1.10	Separability Clause	12
	Section 1.11	Benefits of Indenture	12
	Section 1.12	Governing Law	12
	Section 1.13	Legal Holidays	13
	Section 1.14	Consent to Service; Jurisdiction	13
	Section 1.15	Waiver of Jury Trial	13
Article II          SECURITY FORMS			14
	Section 2.01	Forms Generally	14
	Section 2.02	Form of Face of Security	14
	Section 2.03	Form of Reverse of Security	16
	Section 2.04	Form of Legend for Global Securities	19
	Section 2.05	Form of Trustee’s Certificate of Authentication	19
Article III        THE SECURITIES			20
	Section 3.01	Amount Unlimited; Issuable in Series	20
	Section 3.02	Denominations	23
	Section 3.03	Execution, Authentication, Delivery and Dating	23
	Section 3.04	Temporary Securities	24
	Section 3.05	Registration, Registration of Transfer and Exchange	25
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	26

			Page

	Section 3.07	Payment of Interest; Interest Rights Preserved	27
	Section 3.08	Persons Deemed Owners	28
	Section 3.09	Cancellation	28
	Section 3.10	Computation of Interest	29
	Section 3.11	CUSIP Numbers	29
Article IV        SATISFACTION AND DISCHARGE			29
	Section 4.01	Satisfaction and Discharge of Indenture	29
	Section 4.02	Application of Trust Money	30
Article V          REMEDIES			30
	Section 5.01	Events of Default	30
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	32
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	33
	Section 5.04	Trustee May File Proofs of Claim	34
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	34
	Section 5.06	Application of Money Collected	34
	Section 5.07	Limitation on Suits	35
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	35
	Section 5.09	Restoration of Rights and Remedies	36
	Section 5.10	Rights and Remedies Cumulative	36
	Section 5.11	Delay or Omission Not Waiver	36
	Section 5.12	Control by Holders	36
	Section 5.13	Waiver of Past Defaults	37
	Section 5.14	Undertaking for Costs	37
	Section 5.15	Waiver of Usury, Stay or Extension Laws	37
Article VI         THE TRUSTEE			38
	Section 6.01	Duties of Trustee	38
	Section 6.02	Rights of Trustee	39
	Section 6.03	Individual Rights of Trustee	40
	Section 6.04	Trustee’s Disclaimer	41

			Page

	Section 6.05	Notice of Default	41
	Section 6.06	Reports by Trustee to Holders	41
	Section 6.07	Compensation and Indemnity	41
	Section 6.08	Replacement of Trustee	42
	Section 6.09	Successor Trustee by Merger, Etc.	43
	Section 6.10	Eligibility; Disqualification	44
	Section 6.11	Preferential Collection of Claims against Company	44
Article VII       HOLDERS’ LISTS AND REPORTS BY THE COMPANY			44
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	44
	Section 7.02	Preservation of Information; Communications to Holders	44
	Section 7.03	Reports by Company	45
Article VIII      CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE			45
	Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	45
	Section 8.02	Successor Person Substituted	46
	Section 8.03	Statutory Mergers	46
	Section 8.04	Transfer of Less than Substantially All	46
Article IX        SUPPLEMENTAL INDENTURES			47
	Section 9.01	Supplemental Indentures Without Consent of Holders	47
	Section 9.02	Supplemental Indentures with Consent of Holders	48
	Section 9.03	Execution of Supplemental Indentures	49
	Section 9.04	Effect of Supplemental Indentures	50
	Section 9.05	Conformity with Trust Indenture Act	50
	Section 9.06	Reference in Securities to Supplemental Indentures	50
Article X          COVENANTS			50
	Section 10.01	Payment of Securities	50
	Section 10.02	Maintenance of Office or Agency	50
	Section 10.03	Money for Securities Payments to Be Held in Trust	51
	Section 10.04	Corporate Existence	52
	Section 10.05	Compliance Certificate; Notice of Default	52

			Page

Article XI         REDEMPTION OF SECURITIES			53
	Section 11.01	Applicability of Article	53
	Section 11.02	Election to Redeem; Notice to Trustee	53
	Section 11.03	Selection by Trustee of Securities to Be Redeemed	53
	Section 11.04	Notice of Redemption	54
	Section 11.05	Deposit of Redemption Price	55
	Section 11.06	Securities Payable on Redemption Date	55
	Section 11.07	Securities Redeemed in Part	55
Article XII       SINKING FUNDS			55
	Section 12.01	Applicability of Article	55
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities	56
	Section 12.03	Redemption of Securities for Sinking Fund	56
Article XIII      DEFEASANCE AND COVENANT DEFEASANCE			56
	Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	56
	Section 13.02	Defeasance and Discharge	57
	Section 13.03	Covenant Defeasance	57
	Section 13.04	Conditions to Defeasance or Covenant Defeasance	58
	Section 13.05	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	59
	Section 13.06	Reinstatement	60

Year	Redemption Price For Redemption Through Operation of the Sinking Fund	Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund

Trust Indenture Act Section		Indenture Section

§ 310 (a)(1)		6.10

(a)(2)		6.10

(a)(3)		Not Applicable

(a)(4)		Not Applicable

(a)(5)		6.10

(b)		6.08

		6.10

(c)		Not Applicable

§ 311 (a)		6.11

(b)		6.11

(c)		Not Applicable

§ 312 (a)		7.01

		7.02

(b)		7.02

(c)		7.02

§ 313 (a)		6.06

		6.06

(b)		6.06

		6.06

(c)		6.06

Trust Indenture Act Section		Indenture Section

§ 317 (a)(1)		5.03

(a)(2)		5.04

(b)		10.03

§ 318 (a)		1.07

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

ARTICLE I       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1

Section 1.01	Definitions	1
Section 1.02	Compliance Certificates and Opinions	8
Section 1.03	Form of Documents Delivered to Trustee	8
Section 1.04	Acts of Holders; Record Dates	9
Section 1.05	Notices, Etc., to Trustee and Company	11
Section 1.06	Notice to Holders; Waiver	11
Section 1.07	Conflict with Trust Indenture Act	12
Section 1.08	Effect of Headings and Table of Contents	12
Section 1.09	Successors and Assigns	12
Section 1.10	Separability Clause	12
Section 1.11	Benefits of Indenture	13
Section 1.12	Governing Law	13
Section 1.13	Legal Holidays	13
Section 1.14	Consent to Service; Jurisdiction	13
Section 1.15	Waiver of Jury Trial	14

ARTICLE II      SECURITY FORMS		14

Section 2.01	Forms Generally	14
Section 2.02	Form of Face of Security	14
Section 2.03	Form of Reverse of Security	16
Section 2.04	Form of Legend for Global Securities	19
Section 2.05	Form of Trustee’s Certificate of Authentication	20

ARTICLE III    THE SECURITIES		20

Section 3.01	Amount Unlimited; Issuable in Series	20
Section 3.02	Denominations	23
Section 3.03	Execution, Authentication, Delivery and Dating	23
Section 3.04	Temporary Securities	25
Section 3.05	Registration, Registration of Transfer and Exchange	25
Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	26

Section 10.06	Calculation of Original Issue Discount	53

ARTICLE XI     REDEMPTION OF SECURITIES		53

Section 11.01	Applicability of Article	53
Section 11.02	Election to Redeem; Notice to Trustee	53
Section 11.03	Selection by Trustee of Securities to Be Redeemed	53
Section 11.04	Notice of Redemption	54
Section 11.05	Deposit of Redemption Price	55
Section 11.06	Securities Payable on Redemption Date	55
Section 11.07	Securities Redeemed in Part	55

ARTICLE XII   SINKING FUNDS		56

Section 12.01	Applicability of Article	56
Section 12.02	Satisfaction of Sinking Fund Payments with Securities	56
Section 12.03	Redemption of Securities for Sinking Fund	56

ARTICLE XIII  DEFEASANCE AND COVENANT DEFEASANCE		57

Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	57
Section 13.02	Defeasance and Discharge	57
Section 13.03	Covenant Defeasance	57
Section 13.04	Conditions to Defeasance or Covenant Defeasance	58
Section 13.05	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	60
Section 13.06	Reinstatement	60

ARTICLE XIV  SUBORDINATION OF SECURITIES		61

Section 14.01	Securities Subordinate to Senior Indebtedness	61
Section 14.02	Payment Over of Proceeds Upon Dissolution, Etc.	61
Section 14.03	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	62
Section 14.04	No Payment When Senior Indebtedness in Default	62
Section 14.05	Payment Permitted If No Default	63
Section 14.06	Subrogation to Rights of Holders of Senior Indebtedness	63
Section 14.07	Provisions Solely to Define Relative Rights	63
Section 14.08	Trustee to Effectuate Subordination	64
Section 14.09	No Waiver of Subordination Provisions	64
Section 14.10	Notice to Trustee	64
Section 14.11	Reliance on Judicial Order or Certificate of Liquidating Agent	65
Section 14.12	Trustee Not Fiduciary for Holders of Senior Indebtedness	65
Section 14.13	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	65
Section 14.14	Article Applicable to Paying Agents	66
Section 14.15	Trust Moneys Not Subordinated	66

	NEBIUS GROUP N.V.

	By:

	Name:

	Title:

	,

	as TRUSTEE

	By:

	Name:

	Title:

Trust Indenture Act Section		Indenture Section
		6.07
(d)		6.06
§ 314 (a)		6.06
(a)(4)		1.01
		10.05
(b)		Not Applicable
(c)(1)		10.2
(c)(2)		10.2
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		10.2
§ 315 (a)		6.01
(b)		6.05
(c)		6.01
(d)		6.01
(e)		5.14
§ 316 (a)		10.1
(a)(1)(A)		5.02
		5.12
(a)(1)(B)		5.13
(a)(2)		Not Applicable
(b)		5.08
(c)		10.4
§ 317 (a)(1)		5.03
(a)(2)		5.04
(b)		10.03
§ 318 (a)		1.07

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

	Morgan, Lewis & Bockius uk llp
	Condor House 5-10 St. Paul's Churchyard London EC4M 8AL	+44.20.3201.5000
	United Kingdom	+44.20.3201.5001

May 2, 2025 To: Nebius Group N.V. Schiphol Boulevard 165 1118 BG Schiphol The Netherlands	Your Ref:

	Our Ref: