As filed with the Securities and Exchange Commission on October 13, 2020

Registration No. 333-235488

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

360 DigiTech, Inc.

(Exact name of registrant as specified in its charter)

7/F Lujiazui Finance Plaza

No. 1217 Dongfang Road

Pudong New Area, Shanghai 200122

People’s Republic of China

Phone: +86 10 5244 7655

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

2019 Share Incentive Plan
(Full title of the plan)

Cogency Global Inc.
122 East 42nd Street, 18th Floor

New York, NY 10168
+1 800 221 0102

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

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.

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 the Securities Act.  o

Copies to:

EXPLANATORY NOTE

This Amendment No. 1 is being filed solely for the purpose of filing exhibit 10.2 to this registration statement on Form S-8, or the Registration Statement, and amending the exhibit index the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note and exhibit index of the Registration Statement. Accordingly, this Amendment No. 1 consists only of the cover page, this explanatory note and the amended exhibit index of the Registration Statement.

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EXHIBIT INDEX

*  Filed herewith.

† Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on October 13, 2020.

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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of 360 DigiTech, Inc., has signed this Post-Effective Amendment No. 1 to Registration Statement in New York, United States of America on October 13, 2020.

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Exhibit 10.2

Amendment No. 1 to the 2019 Share Incentive Plan

This Amendment No.1 (“Amendment No.1”) to the 2019 Share Incentive Plan (the “2019 Plan”) of 360 Finance, Inc. (the “Company”) is effective as of August 23, 2020.

1. Pursuant to the resolutions passed in meeting of the board of directors of the Company on August 23, 2020, effective on the date first set forth above, Section 3.1(a)  of the 2019 Plan is hereby amended by replacing the Section 3.1(a) entirely as follows:

“(a)         Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Share Options) is 17,547,567 Shares, and an annual increase on the first day of each of the four consecutive fiscal years of the Company commencing with the fiscal year beginning January 1, 2021, by (i) an amount equal to 1.0% of the total number of the then issued and outstanding Shares or (ii) such fewer number of Shares as may be determined by the Board.”

2. Notwithstanding the foregoing, except as amended hereby, each of the provisions of the 2019 Plan shall remain in full force and effect, and this Amendment shall not constitute a modification, acceptance or waiver of any other provision of the 2019 Plan except as specifically provided herein.

3. This Amendment shall be construed in accordance with and governed by the laws of the Cayman Islands.