As filed with the Securities and Exchange Commission
on December 17, 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
KING RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
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13-3784149 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
| Unit 1813, 18/F, Fo Tan Industrial Centre |
|
|
| 26-28 Au Pui Wan Street |
|
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| Fo Tan, Hong Kong |
|
|
| (Address of Principal Executive Offices) |
|
(Zip Code) |
KING RESOURCES, INC.
2026 Equity Incentive Plan
(Full title of the plan)
Wong Nga Yin Polin,
Chief Executive Officer
King Resources, Inc.
Unit 1813, 18/F, Fo Tan Industrial Centre
26-28 Au Pui Wan Street
Fo Tan, Hong Kong
(Name and address of agent for service)
+ 852 3585
8905
(Telephone number, including
area code, of agent for service)
Copies of Correspondence to:
Kline Law Group PC
15165 Alton Parkway, Suite 450
Irvine, CA 92618
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 o |
Accelerated filer o |
| Non-accelerated filer þ |
Smaller reporting company o |
| |
Emerging growth company þ |
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. o
Part I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning
the King Resources, Inc. 2026 Equity Incentive Plan (the “Plan”) specified in this Part I will be sent or given to Plan participants
as specified by Rule 428(b)(1). Such documents are not filed as part of this registration statement in accordance with the Note to Part
I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have previously
been filed by King Resources, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and
shall be deemed to be a part hereof:
1.
The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed on July 15, 2025;
2.
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 19, 2025;
3.
The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on November 19, 2025;
4.
The description of our Common Stock contained in Exhibit
4.2 to Annual Report on Form 10-K (File No. 000-56396) for the fiscal year ended March 31, 2024 filed
with the SEC on July 16, 2024, pursuant to Section 13(a) under the Exchange Act.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current
Report on Form 8-K, unless expressly stated otherwise therein) after the date of this registration statement and prior to the filing of
a post-effective amendment 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 a part hereof from the date of filing
of such documents.
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 which 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.
| Item 6. | Indemnification of Directors and Officers. |
Delaware General
Corporation Law.
As a Delaware corporation,
the Company is subject to the provisions of the General Corporation Law of the State of Delaware (the “Delaware General
Corporation Law”). Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
Section 145(b) of the Delaware General
Corporation Law states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such
action if the person acted in good faith and in a manner the person reasonably believed was in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall
have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Delaware Court
of Chancery or such other court shall deem proper.
Section 145(c) of the Delaware General
Corporation Law provides that to the extent that a present or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any
claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection therewith.
Section 145(d) of the Delaware General
Corporation Law states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections
(a) and (b) of Section 145. Such determination shall be made with respect to a person who is a director or officer at the time of such
determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a
quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there
are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders.
Section 145(f) of the Delaware
General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections
of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may
be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses
arising under a provision of the certificate of incorporation or a by-law shall not be eliminated or impaired by an amendment to the certificate
of incorporation or the by-laws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect
at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
Section 145(g) of the Delaware
General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or
not the corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the Delaware
General Corporation Law.
Section 145(j) of the Delaware
General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of such a person.
Certificate of Incorporation
The Company’s Certificate
of Incorporation provides that to the fullest extent permitted by law, a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as a director. The Certificate of Incorporation further
provides that if the General Corporation Law or any other law of the State of Delaware is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited
to the fullest extent permitted by the General Corporation Law as so amended.
While the Certificate of Incorporation
provides protection from awards for monetary damages for breaches of the duty of care, it does not eliminate the director’s duty
of care. Accordingly, the Certificate of Incorporation will not affect the availability of equitable remedies such as an injunction based
on a director’s breach of the duty of care. The provisions of the Certificate of Incorporation described above apply to the Company’s
officers only if they are also directors acting in their capacity as directors, and does not apply to officers who are not directors.
By-laws
The Company’s By-laws
provide for the indemnification of the Company’s executive officers and directors to the fullest extent not prohibited by the Delaware General
Corporation Law. Expenses for the defense of any action for which indemnification may be available may be advanced by the Company under
certain circumstances.
| Item 7. | Exemption from Registration Claimed. |
Not Applicable.
| Exhibit No. |
|
Exhibit Description |
| |
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| 3.1* |
|
Amended and Restated Certificate of Incorporation (1) |
| 3.2* |
|
Bylaws (2) |
| 5 |
|
Legal Opinion Kline Law Group PC* |
| 23(a) |
|
Consent of Kline Law group PC (included in Exhibit 5) |
| 23(b) |
|
Consent of Lao Professionals * |
| 24 |
|
Power of Attorney (set forth on signature pages to this registration statement) |
| 107 |
|
Filing Fees Table* |
*- Filed herewith
(1) Incorporated
by reference to the Exhibits of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 16,
2024.
(2) Incorporated
by reference to the Exhibits of the Registration Statement on Form 10 filed with the Securities and Exchange Commission on February
14, 2022.
(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 of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 end of
the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 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 material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
provided, however, that 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 reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, 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 will 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 of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement will be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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
Act and will be governed by the final adjudication of such issue.
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 on December 17, 2025.
KING RESOURCES, INC.
By: /s/ Wong Nga Yin
Polin
Wong Nga Yin Polin, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Wong Nga Yin Polin, his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to such 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, as fully to all intents and purposes as he 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, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
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Title |
Date |
| |
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| /s/ Wong Nga Yin Polin |
|
Chief
Executive |
December 17, 2025 |
| Wong Nga Yin Polin |
|
Officer & Director |
(Principal Executive Officer) |
