[S-8] Global Engine Group Holding Limited Employee Benefit Plan Registration

Rhea-AI Filing Summary

Global Engine Group Holding Limited has registered its 2025 Equity Incentive Plan on Form S-8, making the plan available for issuance to eligible participants under U.S. securities law. The statement incorporates the company’s Annual Report for the fiscal year ended June 30, 2024 and multiple Form 6-K reports by reference, and identifies the company as a British Virgin Islands entity with principal executive offices in Hong Kong. The registration lists required exhibits including the amended and restated memorandum and articles of association, an opinion of counsel and auditor consents, and confirms indemnification provisions in the company’s articles and separate indemnification agreements for directors and officers, while noting that indemnification for liabilities under the Securities Act is considered unenforceable by the Commission.

Positive

• Registers the Global Engine Group 2025 Equity Incentive Plan via Form S-8 (Exhibit 99.1 incorporated by reference).
• Incorporates the company’s Annual Report for the fiscal year ended June 30, 2024 and multiple Form 6-K reports by reference, ensuring investors can access recent disclosures.
• Includes required legal and auditor consents as exhibits, including opinion of counsel (Ogier) and consents from Marcum Asia CPAs LLP and Friedman LLP.

Negative

• Indemnification for liabilities under the Securities Act is stated as unenforceable per the Commission’s view.
• Item 4 (Description of Securities) is marked Not Applicable in the presented text, and the filing text provided does not disclose the number of shares or maximum aggregate offering size for the plan.

Insights

Securities Analyst

TL;DR: Routine S-8 filing registers an employee equity plan and incorporates recent filings; no share counts disclosed in the presented text.

The registration statement formally registers the 2025 Equity Incentive Plan under Form S-8 and incorporates the company’s audited annual report for the fiscal year ended June 30, 2024 and several Form 6-K filings by reference. Exhibits identified include the company’s amended and restated memorandum and articles, legal opinion and auditor consents, and the equity plan is included by reference as an exhibit. The filing confirms standard indemnification provisions in the articles and separate indemnification agreements, with the Securities Act indemnification noted as unenforceable under Commission guidance. The presented text does not disclose the number of shares or maximum aggregate offering size, which is material for assessing potential dilution.

Corporate Governance Expert

TL;DR: Governance framework includes director/officer indemnities and a power of attorney; Securities Act indemnity limits legal enforceability.

The company’s articles provide for indemnification of directors and officers for expenses and liabilities incurred in legal proceedings, subject to good-faith standards, and the registrant has entered into indemnification agreements to the fullest extent permitted under British Virgin Islands law. The filing explicitly notes that indemnification for liabilities arising under the Securities Act is viewed by the Commission as contrary to public policy and therefore unenforceable. The statement also records a power of attorney authorizing officers to execute amendments and post-effective filings. These provisions are standard but highlight the boundary between local corporate indemnity practices and U.S. securities-law constraints.

As filed with the Securities and Exchange Commission on August 8, 2025

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GLOBAL ENGINE GROUP HOLDING LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Room C, 19/F, World Tech Centre

95 How Ming Street, Kwun Tong, Kowloon, Hong Kong

(Address of Principal Executive Offices, including zip code)

GLOBAL ENGINE GROUP HOLDING LIMITED 2025 EQUITY INCENTIVE PLAN
(Full title of the plan)

Copies of Correspondence to:

Cogency Global Inc. 122 East 42^nd Street, 18^th Floor New York, NY 10168 Telephone: (212) 947-7200 (Name, address, and telephone number, including area
code, of agent for service) Anna Jinhua Wang, Esq. Robinson & Cole LLP Chrysler East Building 666 Third Avenue, 20^th Floor New York, NY 10017 Tel: (212) 451-2942

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 ☐ 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. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be delivered to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by Global Engine Group Holding Limited (the “Registrant”) with the Commission, are incorporated in this Registration Statement by reference:

	●	The description of the Registrant’s ordinary shares, par value $0.0000625, contained in the Registrant’s registration statement on Form 8-A12B filed on September 16, 2024 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) including any amendment or reports filed hereafter for the purpose of updating such description;
	●	The description of the Registrant’s Class A ordinary shares, par value $0.0000625 each, contained in the Registrant’s report on Form 6-K filed with the Commission on March 31, 2025, including the exhibit thereto containing the Registrant’s currently effective amended and restated memorandum and articles of association, including any amendment or reports filed hereafter for the purpose of updating such description;

● The Registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2024, filed with the Commission on October 31, 2024; and

● The Registrant’s Reports on Form 6-K, filed with the Commission on September 24, 2024, October 18, 2024, January 13, 2025, February 27, 2025, March 18, 2025, March 31, 2025, May 23, 2025, June 20, 2025, and August 7, 2025.

All documents filed with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Action or 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 of the securities offered hereby have been sold or which deregisters all of the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement 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 that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company’s currently effective amended and restated memorandum and articles of association provides that, subject to certain limitations, the Company indemnifies against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:

● is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was the Company’s director; or

● is or was, at the Company’s request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

These indemnities only apply if the person acted honestly and in good faith with a view to the Company’s best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the articles of association of the Company, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company’s directors, officers or persons controlling the Company under the foregoing provisions, the Company has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In addition, the Registrant has entered into indemnification agreements with the Registrant’s directors and executive officers which provide, among other things, that the Registrant will indemnify its directors and executive officers to the fullest extent permitted by British Virgin Islands law from and against all damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with any proceedings as a result of directors and executive officers actions in the exercise of their duties as a director or officer.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant’s directors, officers or persons controlling the Registrant under the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibit No.		Description
4.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.1 to the Form 6-K filed on March 31, 2025)
5.1		Opinion of Ogier
23.1		Consent of Marcum Asia CPAs LLP, Independent Registered Public Accounting Firm
23.2		Consent of Friedman LLP, Independent Registered Public Accounting Firm
23.3		Consent of Ogier (included in Exhibit 5.1)
24.1		Power of Attorney (included on the Signature Page to this Registration Statement)
99.1		Global Engine Group Holding Limited 2025 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form 6-K filed on August 7, 2025)
107		Filing Fee Table

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ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any additional or changed material information with respect to the plan of distribution not previously disclosed in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

I Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 Hong Kong, on August 8, 2025.

	GLOBAL ENGINE GROUP HOLDING LIMITED
	By	/s/ Andrew, LEE Yat Lung
		Andrew, LEE Yat Lung
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement on Form S-8 appears below hereby constitutes and appoints Andrew, LEE Yat Lung, and each of them acting individually and without the other, 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, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Andrew, LEE Yat Lung		Chief Executive Officer, Chairman and Director		August 8, 2025
Andrew, LEE Yat Lung		(Principal Executive Officer)
/s/ SUNG Pui Hei		Chief Financial Officer and Director		August 8, 2025
SUNG Pui Hei		(Principal Financial and Accounting Officer)
/s/ CHAN Kin Wah		Director
CHAN Kin Wah				August 8, 2025
/s/ HUNG Man Ching		Director
HUNG Man Ching				August 8, 2025
/s/ CHEUNG Chi Hung		Director
CHEUNG Chi Hung				August 8, 2025

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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 America, has signed this registration statement thereto in New York, New York, on August 8, 2025.

	US Authorized Representative
	Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice-President on behalf of Cogency Global Inc.

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FAQ

What plan did Global Engine Group (GLE) register on Form S-8?

The registrant registered the Global Engine Group Holding Limited 2025 Equity Incentive Plan via Form S-8 (Exhibit 99.1 incorporated by reference).

Does the registration incorporate the company’s annual report?

Yes. The registration incorporates the company’s Annual Report for the fiscal year ended June 30, 2024 by reference.

Which auditors or advisor consents are included in the filing?

Exhibits list an opinion of Ogier and consents from Marcum Asia CPAs LLP and Friedman LLP as included exhibits.

Where is Global Engine Group incorporated and where are its principal offices?

The registrant is organized in the British Virgin Islands and lists principal executive offices in Hong Kong.

Are directors and officers indemnified under the company’s governing documents?

Yes. The amended and restated memorandum and articles and separate indemnification agreements provide for indemnification of directors and officers, subject to good-faith requirements; however, indemnification for Securities Act liabilities is noted as unenforceable by the Commission.