[S-8] Autozi Internet Technology (Global) Ltd. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Autozi Internet Technology (Global) Ltd. (AZI) filed a Form S-8 with the SEC on 27 June 2025 to register 6,000,000 additional Class A ordinary shares (par value US$0.000001) that will be issuable under its Second Amended and Restated 2024 Equity Incentive Plan, which the board approved on 26 June 2025.

The registration statement incorporates by reference the company’s prior S-8 (File No. 333-283337), its Form 20-F for FY 2024, multiple Form 6-Ks, and the description of its ordinary shares. Exhibits include the equity plan, legal opinion, auditor consent, and power of attorney. AZI is identified as a non-accelerated filer and an emerging growth company. No financial results, earnings data, or major transactions are disclosed in this routine administrative filing.

Positive

• 6,000,000 additional shares registered, giving the company flexibility to attract and retain talent under its 2024 Equity Incentive Plan.
• Board approval and prompt SEC filing reflect sound corporate governance and regulatory compliance.

Negative

• Potential dilution to existing shareholders if all newly registered shares are issued under the plan.
• No accompanying performance data means investors gain no new insight into operating or financial trends.

Insights

Financial Analyst

Routine S-8; expands share pool, minimal immediate financial impact.

This filing simply authorises an extra 6 million Class A shares for employee equity awards. As it neither raises cash nor alters operating metrics, the direct financial impact is neutral. Dilution will only occur if and when awards vest and are exercised. Incorporation by reference keeps compliance costs low and mirrors best practice for a non-accelerated, emerging-growth issuer.

Corporate Governance Expert

Governance-driven step to align talent incentives; limited shareholder effect.

The board approved the Second Amended and Restated 2024 Equity Incentive Plan one day before filing, demonstrating formal oversight. Registering the shares ensures legal availability for options/RSUs and signals continued reliance on equity-based compensation. Standard consents and powers of attorney are provided, indicating no unusual governance concerns. Potential dilution remains the principal consideration for investors.

 

As filed with the Securities and Exchange Commission on June 27, 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

 

 

 

Autozi Internet Technology (Global) Ltd.

(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 Number)

 

Building B09

Intelligence Park No. 26 Yongtaizhuang North Road

Haidian District, Beijing, China

Telephone: +86 13810709967

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Second Amended and Restated 2024 Equity Incentive Plan

(Full title of the plan)

 

 

 

195 Atrium Manalapan Management Inc.
Princeton South Corporate Center Suite 160
100 Charles Ewing Boulevard Ewing
New Jersey 08628
United States
+1 732-688-5821

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

 

 

 

Copies to:

 

Yilin Xu, Esq.

Cooley LLP

52/F, China World Office Tower A

No. 1 Jianguomenwai Avenue

Beijing, the People’s Republic of China

+86 10 8540-0618

 

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 Securities Exchange Act of 1934 (the “Exchange Act”).

 

Large accelerated filer ☐	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 of 1933, as amended (the “Securities Act”). ☐

 

 

 

 

 

 

STATEMENT OF INCORPORATION BY REFERENCE

 

This Registration Statement on Form S-8 (“Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 for the purpose of registering 6,000,000 additional Class A ordinary shares of a par value US$0.000001 per share (the “Class A Ordinary Shares”) of Autozi Internet Technology (Global) Ltd. (the “Registrant”) which are reserved for issuance under the Registrant’s Second Amended and Restated 2024 Equity Incentive Plan (the “2024 Plan”). These 6,000,000 additional Class A Ordinary Shares have been authorized under the 2024 Plan, as approved by the Registrant’s board of directors on June 26, 2025. These additional Class A Ordinary Shares are of the same class as other securities for which registration statements on Form S-8 (File No. 333-283337) was filed with the Securities and Exchange Commission (the “Commission”) on November 19, 2024 (the “Prior S-8 Registration Statement”). Pursuant to General Instruction E to Form S-8, the information contained in the Prior S-8 Registration Statement is incorporated by reference into this Registration Statement, except as otherwise set forth herein.

 

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents filed or to be filed (other than portions of these documents furnished or otherwise not deemed filed) by Registrant with the Commission are incorporated by reference as of their respective dates and deemed to be a part hereof:

 

	(a)	The Registrant’s annual report on Form 20-F for the fiscal year ended September 30, 2024 filed with the Commission on January 27, 2025 (File No. 001-42255);
 	 	 
	(b)	The Registrant’s current reports on Form 6-K furnished to the Commission on January 28, 2025, January 31, 2025, February 7, 2025, February 20, 2025, February 24, 2025, March 28, 2025, April 14, 2025, April 25, 2025 and May 20, 2025; and
 	 	 
	(d)	The description of the Registrant’s ordinary shares contained in Exhibit 2.1 to the Registrant’s annual report on Form 20-F for the fiscal year ended September 30, 2024, filed with the Commission on January 27, 2025, including any amendment and report subsequently filed for the purpose of updating that description.

 

All documents subsequently filed by the Registrant pursuant to Section 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 in this registration statement and to be part hereof from the date of filing of such documents. In addition, any current report on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this registration statement if and to the extent provided in such document. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

 

Item 8. Exhibits

 

See the Index to Exhibits below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

 

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EXHIBIT INDEX

 

Exhibit Number	 	Description
4.1	 	Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant’s registration statement on Form F-1 (File No. 333-281215), as amended, initially filed with the Commission on August 2, 2024)
 	 	 
4.2	 	Second Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1 (File No. 333-281215), as amended, initially filed with the Commission on August 2, 2024)
 	 	 
5.1*	 	Opinion of Harney Westwood & Riegels (regarding validity of Class A Ordinary Shares being registered)
 	 	 
10.1	 	Second Amended and Restated 2024 Equity Incentive Plan, effective on June 26, 2025 (incorporated herein by reference to Exhibit 99.1 to the Registrant’s current report on Form 6-K (File No. 001-42255) furnished with the Commission on June 27, 2025)
 	 	 
23.1*	 	Consent of Harney Westwood & Riegels (included in its opinion filed as Exhibit 5.1)
 	 	 
23.2*	 	Consent of Marcum Asia CPAs LLP
 	 	 
24.1*	 	Power of Attorney (included on the signature page hereto)
 	 	 
107*	 	Filing Fee Table

 

 

* Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 People’s Republic of China, on June 27, 2025.

 

 	Autozi Internet Technology (Global) Ltd.
 	 	 
 	By:	/s/ Houqi Zhang, Ph.D.
 	Name:	Houqi Zhang, Ph.D.
 	Title:	Chief Executive Officer and Chairman of the Board of Directors

 

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dr. Houqi Zhang as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith 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 attorney-in-fact and agent, 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, as amended, this registration statement has been signed by the following persons in the capacities on June 27, 2025.

 

Signature	 	Title
 	 	 
/s/ Houqi Zhang	 	Chairman of the Board of Directors and Chief Executive Officer
Houqi Zhang	 	(Principal Executive Officer)
 	 	 
/s/ Jinming Dong	 	Chief Financial Officer
Jinming Dong	 	(Principal Financial Officer)
 	 	 
/s/ Jun Wang	 	 
Jun Wang	 	Director
 	 	 
/s/ Kevin Vassily	 	 
Kevin Vassily	 	Director
 	 	 
/s/ Weston Twigg	 	 
Weston Twigg	 	Director
 	 	 
/s/ Jing Lu	 	 
Jing Lu	 	Director

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Autozi Internet Technology (Global) Ltd. has signed this registration statement or amendment thereto in New Jersey on June 27, 2025.

 

 	Authorized U.S. Representative
 	 
 	195 Atrium Manalapan Management Inc.
 	 	 
 	By:	/s/ Larry Wu
 	Name:	Larry Wu
 	Title:	President

 

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FAQ

How many shares did AZI register in the June 27 2025 Form S-8?

The company registered 6,000,000 additional Class A ordinary shares for its 2024 Equity Incentive Plan.

What plan are the newly registered shares tied to?

All 6 million shares are reserved for issuance under the Second Amended and Restated 2024 Equity Incentive Plan.”},{