UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SKK
Holdings Limited
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
Not
Applicable |
| (State
or other jurisdiction of |
(I.R.S.
Employer |
| incorporation
or organization) |
Identification
No.) |
27
First Lok Yang Road
Singapore
629735
+65
6334 3831
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive office)
SKK
Holdings Limited
2025
Equity Incentive Plan
(Full
title of the plans)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, New York 10168
(Name
and Address of Agent for Service)
800-221-0102
(Telephone
Number, Including Area Code, of Agent for Service)
David
Ficksman
R.
Joilene Wood
Troy
Gould PC
1801
Century Park East Suite 1600
Los
Angeles, CA 90067-2367
Tel:
(310) 553-4441
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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. ☐
EXPLANATORY
NOTE
This
registration statement (this “Registration Statement”) is filed by SKK Holdings Limited (the “Registrant”) to
register securities issuable pursuant to the SKK Holdings Limited 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”).
The securities registered hereby consist of 5,625,000 ordinary shares, US$0.00025 par value per share of the Registrant (the “Ordinary
Shares”), which Ordinary Shares were authorized under the 2025 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities
Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional
shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in
the 2025 Equity Incentive Plan. Any Ordinary Shares covered by an award granted under the 2025 Equity Incentive Plan (or portion of an
award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining
the maximum aggregate number of Ordinary Shares that may be issued under the 2025 Equity Incentive Plan.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information*
Item
2. Registrant Information and Employee Plan Annual Information*
*
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information
and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the 2025 Equity Incentive Plan, as specified
by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange
Commission (the “SEC”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant
to Rule 424 under the Securities Act. These 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.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), 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 shall be deemed to be a part hereof from the date of the filing of
such documents:
| |
(1) |
our
Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on May 15, 2025; |
| |
|
|
| |
(2) |
our
Reports on Form 6-K, filed with the SEC on October 9, 2024, on December 17, 2024, on April 16, 2025, on October 14, 2025, on
October 17, 2025 and on October 31, 2025; |
| |
|
|
| |
(3) |
The
description of our Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No.
001-42307) filed with the SEC on October 7, 2024, including any amendment and report subsequently filed for the purpose of updating
that description; and |
| |
|
|
| |
(4) |
all
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred
to in (1) above. |
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed 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 deemed to be incorporated by reference herein modifies or supersedes such 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.
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of Directors and Executive Officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary
to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Our
Amended and Restated Memorandum and Articles of Association provide that that we shall indemnify our Directors and Executive Officers,
and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred
or sustained by such persons, other than by reason of such person’s dishonesty, wilful default or fraud, in or about the conduct
of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his
duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses
or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning
our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as
permitted under the Delaware General Corporation Law for a Delaware corporation.
In
addition, we have entered into indemnification agreements with our Directors and Executive Officers that provide such persons with additional
indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, Executive Officers or persons
controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Indemnification
against Public Policy
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Reference
is hereby made to the Exhibit Index, which is incorporated herein by reference.
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: |
| a) | To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| b) | 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; and |
| c) | To
include any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such information in this
Registration Statement; |
provided, however,
that paragraphs (1)(a) and (1)(b) 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 SEC by the Registrant pursuant to Section 13 or Section 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. |
| C. | 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 SEC, 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. |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 4.1 |
|
Amended and Restated of Memorandum of Association and Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.1 to our registration statement on Form F-1 (File No. 333-276744), filed with the SEC February 6, 2024). |
| 5.1 |
|
Opinion of Conyers Dill & Pearman, Company’s Cayman Islands counsel regarding the validity of the Ordinary Shares being registered (filed herewith) |
| 10.1 |
|
2025 Equity Incentive Plan of SKK Holdings Limited (filed herewith) |
| 23.1 |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Onestop Assurance PAC (filed herewith) |
| 24.1 |
|
Power of Attorney (included on the signature page of this Registration Statement) |
| 107 |
|
Filing Fee Table (filed herewith) |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe 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 Singapore on December 11, 2025.
| |
SKK
HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/
Mr. Koon Kiat Sze |
| |
Name:
|
Mr.
Koon Kiat Sze |
| |
Title:
|
Chief
Executive Officer (Principal Executive Officer) |
| |
|
|
| |
By: |
/s/
Mr. Vun San Soon |
| |
Name: |
Mr.
Vun San Soon |
| |
Title: |
Chief
Financial Officer (Principal Financial and Accounting Officer) |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Liao Xiaoyan, 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 SEC, 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, this Registration Statement has been signed by the following persons in the capacities indicated
on December 11, 2025.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Ms. Xiaoyan Liao |
|
Executive
Director |
|
December
11, 2025 |
| Ms.
Xiaoyan Liao |
|
|
|
|
| |
|
|
|
|
| /s/
Mr. Chun Seong Ng |
|
Executive
Director |
|
December
11, 2025 |
| Mr.
Chun Seong Ng |
|
|
|
|
| |
|
|
|
|
| /s/
Mr. Chin Hoong Chan (Edmund) |
|
Independent
Non-Executive Director |
|
December
11, 2025 |
| Mr.
Chin Hoong Chan (Edmund) |
|
|
|
|
| |
|
|
|
|
| /s/
Mr. Chung Keong Cheong (Dickson) |
|
Independent
Non-Executive Director |
|
December
11, 2025 |
| Mr.
Chung Keong Cheong (Dickson) |
|
|
|
|
| |
|
|
|
|
| /s/
Mr. Kian San Lum (Alvin) |
|
Independent
Non-Executive Director |
|
December
11, 2025 |
| Mr.
Kian San Lum (Alvin) |
|
|
|
|
Signature
of Authorized U.S. Representative of Registrant
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of SKK Holdings Limited has signed this Registration Statement on December 11, 2025.
AUTHORIZED
U.S. REPRESENTATIVE
| By: |
/s/
Colleen A. De Vries |
|
| Name: |
Colleen
A. De Vries |
|
| Title: |
Senior
Vice President on behalf of Cogency Global, Inc. |
|
