As filed with the Securities and Exchange Commission on July 9, 2020
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)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Kingsoft Tower, No. 33, Xiao Ying West Road,
Haidian District
Beijing, 100085, the Peoples Republic of China +
86 10 6292 7777
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of registrants Principal Executive Offices)
2013 Share Option
Scheme
2013 Share Award Scheme
(Full title of the plans)
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:
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Yulin Wang
Chief Executive Officer
Kingsoft Cloud Holdings Limited
Kingsoft Tower, No. 33,
Xiao Ying West Road,
Haidian District
Beijing,
100085,
the Peoples Republic of China
+86 10 6292 7777
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Li He, Esq.
James C. Lin, Esq.
Davis
Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong
Club Building
3A Chater
Road, Central
Hong Kong
+852 2533-3300
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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:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities to be Registered(1)
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Amount
to be
Registered (2)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary shares, par value $0.001 per share
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134,746,000 (3) (6)
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$0.0739 (3)
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$9,957,729.40
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$1,292.51
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Ordinary shares, par value $0.001 per share
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228,014,922 (4) (6)
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$2.16 (4)
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$492,512,231.52
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$63,928.09
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Ordinary shares, par value $0.001 per share
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56,890,128 (5) (6)
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$2.16 (5)
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$122,882,676.48
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$15,950.17
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Total
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419,651,050 (6)
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$625,352,637.40
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$81,170.77
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(1)
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The ordinary shares of Kingsoft Cloud Holdings Limited (the Registrant) registered hereunder are
represented by the Registrants American depositary shares (ADSs), with each ADS representing 15 ordinary shares, par value $0.001 per share. The registrants ADSs issuable upon deposit of the ordinary shares have been
registered under a separate registration statement on Form F-6 (333-237852).
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(2)
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Represents ordinary shares issuable upon exercise of options and pursuant to other awards granted under the
2013 Share Option Scheme (the Option Scheme) and 2013 Share Award Scheme (the Award Scheme, and together with the Option Scheme, the Plans) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the Securities Act), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar
transactions as provided in the Plans.
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(3)
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Represents ordinary shares which are issuable upon the exercise of outstanding options previously granted under
the Option Scheme as of the date of this registration statement and the corresponding proposed maximum offering price per share represents the weighted average of the exercise price of options which have been already granted and are outstanding
under the Option Scheme.
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(4)
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Represents ordinary shares granted under the Plans. The proposed maximum offering price per share, which is
estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq on
July 2, 2020.
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(5)
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Represents ordinary shares underlying the share awards to be granted pursuant to the Plans. The proposed
maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants
ADSs as quoted on the Nasdaq on July 2, 2020.
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(6)
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Any ordinary shares covered by an award granted under the Plans (or portion of an award) that is forfeited,
cancelled or otherwise expired for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares which may be issued under the Plan.
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