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8962961 American Depositary Shares Representing

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8962961 American Depositary Shares Representing Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-240016 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 30, 2020) 8,962,961 American Depositary Shares Representing 17,925,922 Ordinary Shares We have entered into an “at the market offering” sales agreement, or sales agreement, with Citigroup Global Markets Inc., which we refer to as the sales agent, relating to our American Depositary Shares, or ADSs, each representing 2 ordinary shares, with no par value, offered by this prospectus supplement pursuant to a continuous offering program. In accordance with the terms of the sales agreement, under this prospectus supplement we will offer and sell 8,962,961 ADSs through the sales agent, acting as our agent. Our ADSs are listed on the New York Stock Exchange, or NYSE, under the symbol “JMIA.” On March 17, 2021, the closing sale price of our ADSs was $50.08 per ADS. Sales of ADSs under this prospectus supplement will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through the NYSE, the existing trading market for our ADSs, to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to the prevailing market prices, and/or other method permitted by law. The sales agent will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The sales agent will be entitled to compensation under the terms of the sales agreement at a commission rate of 2.00% of the gross sales price of any ADSs sold by the sales agent under the sales agreement. See “Plan of Distribution” beginning on page S-25 for additional information regarding the compensation to be paid to the sales agent. In connection with the sale of the ADSs on our behalf, the sales agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act. Investing in our securities involves a risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement, on page 7 of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offence. We are an “emerging-growth company” as defined in the U.S. Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements. Citigroup Prospectus Supplement dated March 18, 2021 Table of Contents TABLE OF CONTENTS Prospectus Supplement Page About this Prospectus Supplement S-ii Information Regarding Forward-Looking Statements S-iv Prospectus Supplement Summary S-1 The Offering S-5 Risk Factors S-6 Capitalization S-10 Use of Proceeds S-11 Dilution S-12 Material Tax Considerations S-13 Plan of Distribution S-25 Legal Matters S-27 Experts S-28 Where You Can Find More Information S-29 Incorporation of Certain Documents by Reference S-30 Prospectus Page About this Prospectus 1 Where you can find more information 2 Information Regarding Forward-Looking Statements 3 The Company 6 Risk Factors 7 Use of proceeds 8 Capitalization 9 Selling Shareholder 10 Description of Share Capital and Articles of Association 11 Description of American Depositary Shares 29 Plan of Distribution 37 Incorporation by Reference 39 Enforcement of Civil Liabilities 40 Expenses 41 Legal Matters 42 Experts 43 S-i Table of Contents You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the sales agent have authorized anyone to provide you with information different from that contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized for use in connection with this offering. If anyone provides you with different or inconsistent information, you should not rely on it. We and the sales agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus, and any free writing prospectus we have authorized for use in connection with this offering is accurate only as of the date of each such document. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” These documents contain important information that you should consider when making your investment decision. We are offering to sell, and seeking offers to buy, our ordinary shares only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized for use in connection with this offering and the offering of the ordinary shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized for use in connection with this offering must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized for use in connection with this offering outside the United States. This prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized for use in connection with this offering do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement, the accompanying prospectus or any such free writing prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. ABOUT THIS PROSPECTUS SUPPLEMENT On July 22, 2020, we filed with the Securities and Exchange Commission, or SEC, a registration statement on Form F-3 (File No. 333-240016) utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registration statement was declared effective on July 30, 2020. Under this shelf registration process, we may, from time to time, sell up to an aggregate of 18,000,000 ADSs, representing up to an aggregate of 36,000,000 ordinary shares. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to the combined document consisting of this prospectus supplement and the accompanying prospectus. In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file with the SEC. This means that we can disclose important information to you by referring S-ii Table of Contents to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and should be read with the same care. When we make future filings with the SEC to update the information contained in documents that have been incorporated by reference, the information included or incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement. However, if any statement in this prospectus supplement or the accompanying prospectus is inconsistent with a statement in another document having a later date (including a document incorporated by reference in the accompanying prospectus), the statement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you.
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