JENGQ Just Energy Group Inc (PK)

As filed with the United States Securities and Exchange Commission on November 22, 2022

Registration No. 333-183954

Registration No. 333-200194

Registration No. 333-208131

Registration No. 333-250048

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183954

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-200194

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-208131

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-250048

UNDER THE SECURITIES ACT OF 1933

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. ¨

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) are being filed by Just Energy Group Inc. (“Just Energy”) to deregister all unsold common shares under the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Just Energy with the Securities and Exchange Commission:

As previously disclosed, on March 9, 2021, Just Energy and certain of its direct and indirect subsidiaries (together with Just Energy, the “Company”) commenced voluntary cases under the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List) (the “Court”). On the same date, Just Energy, as authorized foreign representative for the Company, commenced voluntary cases (the “Chapter 15 Cases”) under chapter 15 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Company’s Chapter 15 Cases are jointly administered under the caption In re Just Energy Group Inc., et al., Case No. 21-30823. On November 3, 2022, the Court granted an order that approved the transactions (the “Transaction”) provided for under the transaction agreement entered into on August 4, 2022 among Just Energy and the lenders of the Company’s debtor-in-possession financing facility, one of their affiliates and the holder of certain assigned secured claims (collectively, the “Purchaser”). Upon the closing of the Transaction, the Purchaser will own all of the outstanding equity of Just Energy (U.S.) Corp., which will be the new parent company of Just Energy, and Just Energy will no longer be a public company.

In connection with the closing of the Transaction, Just Energy has terminated all offerings of securities pursuant to the Registration Statements and is no longer issuing securities under the Plans. In accordance with an undertaking made by Just Energy in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Just Energy hereby removes from registration by means of these Post-Effective Amendments all of such securities registered but unsold under the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and Just Energy hereby terminates the effectiveness of each of the Registration Statements.

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