As filed with
the Securities and Exchange Commission on June 30, 2025
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kingsoft Cloud Holdings Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
Building D, Xiaomi Science and Technology Park, No. 33 Xierqi Middle
Road,
Haidian District
Beijing, 100085, the People’s Republic of China
+86 10 6292 7777 |
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s Principal Executive Offices) |
| 2021 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 and telephone number, including area code, of agent for service)
Copies to:
| Haijian He |
Li He, Esq. |
| Chief Financial Officer |
Davis Polk & Wardwell LLP |
| Building D, Xiaomi Science and Technology Park |
c/o 18th Floor, The Hong Kong |
| No. 33 Xierqi Middle Road |
Club Building |
| Haidian District |
3A Chater Road, Central |
| Beijing, 100085, |
Hong Kong |
| the People’s Republic of China |
+852 2533-3300 |
| +86 10 6292 7777 |
|
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:
| Large accelerated filer x |
Accelerated filer ¨ |
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
| |
Emerging growth company ¨ |
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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 171,312,170 ordinary shares, par value US$0.001 per share, of the Registrant, that are issuable under
the Registrant’s 2021 Share Incentive Plan. These 171,312,170 ordinary shares are additional securities of the same class as other
securities for which a registration statement (File No. 333-265051) on Form S-8 relating to the 2021 Share Incentive Plan was filed with the Securities and Exchange Commission (the “Commission”) on May 18, 2022. Pursuant to General Instruction
E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with
the Commission by the Registrant are incorporated herein by reference.
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(1) The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (File No. 001-39278) filed on April 15, 2025 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and |
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(2) The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A under the Exchange Act filed on May 4, 2020, as modified by any amendment or report filed for the purpose of updating such description (File No. 001-39278). |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
The Exhibits listed on the accompanying Exhibit Index
are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).
EXHIBIT INDEX
| Exhibit Number |
|
Description
of Exhibit |
| |
|
|
| 4.1 |
|
The Second Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the current report on Form 6-K (File No. 001-39278), furnished with the Commission on December 29, 2022) |
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| 4.2 |
|
Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Registrant’s registration statement on Form F-1 filed on April 17, 2020) (Securities Act File No. 333-237726) |
| |
|
|
| 4.3 |
|
Deposit Agreement, dated May 7, 2020 among the Registrant, the depositary and the owners and holders of the American Depositary Shares (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1 (File No. 333-248943), as amended, initially filed with the SEC on September 21, 2020) |
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|
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| 5.1* |
|
Opinion of Maples and Calder (Hong Kong) LLP |
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|
|
| 10.1 |
|
2021 Share Incentive Plan, as amended (incorporated herein by reference to Exhibit 4.24 to the Annual Report of the Registrant on Form 20-F filed with the Commission on April 27, 2023) |
| |
|
|
| 23.1* |
|
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1). |
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|
|
| 23.2* |
|
Consent of Independent Registered Public Accounting Firm |
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|
|
| 24.1* |
|
Power of Attorney (included on the signature page of this Registration Statement) |
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|
|
| 107* |
|
Filing fee table |
*Filed herewith.
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the PRC, on June 30,
2025.
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Kingsoft Cloud Holdings Limited |
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|
|
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By: |
/s/ Haijian He |
| |
Name: |
Haijian He |
| |
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Haijian He, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution,
for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 30, 2025.
| Signature |
|
Title |
| |
|
| /s/ Jun Lei |
|
Chairman of the Board of Directors |
| Jun Lei |
|
|
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|
| /s/ Tao Zou |
|
Vice Chairman of the Board of Directors, Acting Chief Executive Officer |
| Tao Zou |
|
(principal executive officer) |
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|
| /s/ Haijian He |
|
Director, Chief Financial Officer |
| Haijian He |
|
(principal financial officer and principal accounting officer) |
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|
| /s/ Duo Zhang |
|
Director |
| Duo Zhang |
|
|
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|
|
| /s/ Mingto Yu |
|
Independent Director |
| Mingto Yu |
|
|
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|
|
| /s/ Hang Wang |
|
Independent Director |
| Hang Wang |
|
|
| |
|
|
| /s/ Jingyuan Qu |
|
Independent Director |
| Jingyuan Qu |
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Kingsoft Cloud Holdings Limited, has signed this
registration statement or amendment thereto in New York on June 30, 2025.
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Authorized U.S. Representative |
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Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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|
Name: Colleen A. De Vries |
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|
Title: Senior Vice President |
