DATE Jiayuan.Com International Ltd. ADS (MM)

As Filed With the Securities and Exchange Commission on May 18, 2016

Registration No. 333-184079

UNITED STATES

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

15/F, Anhua Development Building
No. 35 Anding Road
Chaoyang District, Beijing
The People’s Republic of China
(86-10) 6113-6312
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

Jiayuan.com International Ltd. 2007 Share Incentive Plan
(Full Title of the Plan)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474

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

Copies to:
David S. Wang, Esq.
Tim Y. Sung, Esq.
Paul Hastings LLP
43/F, Jing An Kerry Center Tower II
1539 Nanjing West Road, Shanghai 200040
The People’s Republic of China
(86) 6103-2900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the registration statement on Form S-8 (File No. 333-184079) (the “Registration Statement”), which was filed with the Securities and Exchange Commission by Jiayuan.com International Ltd., a company established under the laws of the Cayman Islands (the “Company”), and became effective on September 25, 2012. Under the Registration Statement, a total of 2,400,000 ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), were registered for issuance of shares granted or to be granted pursuant to the Jiayuan.com International Ltd. 2007 Share Incentive Plan (the “Plan”). This Post-Effective Amendment is being filed for the sole purpose of deregistering any unissued shares previously registered under the Registration Statement and issuable under the Plan.

On May 13, 2016, pursuant to an agreement and plan of merger, dated December 7, 2015, by and among the Company, LoveWorld Inc. and FutureWorld Inc. (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company as the surviving entity (the “merger”). Upon completion of the merger, the Company became a privately-held company.

As a result of the merger, the Company has terminated all the offerings of its securities pursuant to the Registration Statement. The Company hereby removes from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remain unsold as of the date hereof.