As filed with the Securities and Exchange Commission
on December 5, 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
WEBUS INTERNATIONAL 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.) |
25/F, UK Center, EFC, Yuhang District
Hangzhou, China 311121
Tel: + 86(571) 58000026
(Address, Including Zip Code, of Principal
Executive Offices)
Webus International Limited 2025 Share Incentive
Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, Address 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 |
x |
Smaller reporting company |
x |
| |
|
Emerging growth company |
x |
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 on Form S-8 (this “Registration Statement”)
is filed by Webus International Limited (the “Company” or the “Registrant”) to register up to 3,300,000 ordinary
shares, par value US$0.0001 per share (the “Ordinary Shares”), that may be issued under the Company’s 2025 Share Incentive
Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and
Employee Plan Annual Information*
* The documents containing the information specified
in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given
to recipients of the grants under the Plan as specified by the U.S. Securities and Exchange Commission (the “Commission”)
pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement
to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference
in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate
the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) of
the Securities Act, and will include the address and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Certain Documents by Reference.
The Registrant is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, files periodic reports
and other information with the Commission. The Commission maintains a website that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the Commission, including the Registrant. The address for the
Commission’s website is “http://www.sec.gov.” The following documents are incorporated by reference in this Registration
Statement:
(a) the Registrant’s
annual report on Form 20-F, filed with the Commission on October 30, 2025, which contains the Registrant’s audited financial statements
for the latest fiscal year for which such statements have been filed;
(b) the Registrant’s
report of foreign private issuer on Form 6-K filed with the Commission on November 25,
2025; and
(c) the description of the
Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on February 26, 2025,
together with any amendment thereto filed for the purpose of updating such description.
Except to the extent such information is deemed
furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act and, to the extent specifically designated therein, reports on Form 6-K furnished by the
Registrant to the Commission, in each case, prior to the filing of a post-effective amendment to this Registration Statement indicating
that all securities offered under this Registration Statement have been sold, or deregistering 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 or furnishing
of such documents.
Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be 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 such 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.
Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for indemnification of officers and directors, 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 fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association currently in
effect provide that we shall indemnify our directors and officers, and their personal representatives, to the maximum extent permitted
by law, 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, willful default or fraud, in or about the conduct of our Company’s business
or affairs 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, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning our
Company or its affairs in any court whether in the Cayman Islands or elsewhere.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted under Cayman Islands law to our directors, officers or persons controlling us 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.
We have also entered into indemnification agreements
with each of our directors and executive officers. Under these agreements, we agree to indemnify to the maximum extent permitted by law
our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made
by reason of their being a director or officer of our Company.
Item 7. Exemption
from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
| Exhibit |
|
|
| Number |
|
Description of Exhibit |
| 4.1 |
|
Amended and Restated Memorandum and Articles of Association of the Registrant Currently In Effect (incorporated herein by reference to Exhibit 1.1 of the Registrant’s Annual Report on Form 20-F filed with the Commission on October 30, 2025) |
| |
|
|
| 4.2 |
|
Specimen Ordinary Share Certificate of the Registrant (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form F-1 filed with the Commission on January 15, 2025) |
| |
|
|
| 10.1 |
|
Webus International Limited 2025 Share Incentive Plan (incorporated herein by reference to Exhibit 4.15 of the Registrant’s Annual Report on Form 20-F filed with the Commission on October 30, 2025) |
| |
|
|
| 5.1 |
|
Opinion of Ogier (Cayman) LLP, regarding the legality of the ordinary
shares being registered |
| |
|
|
| 23.1 |
|
Consent of Marcum Asia CPAs LLP |
| |
|
|
| 23.2 |
|
Consent of Ogier (Cayman) LLP (included in Exhibit 5.1) |
| |
|
|
| 107 |
|
Filing Fee Table |
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 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 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 (1)(i) and
(1)(ii) do not apply if the information required to be included in the 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 Section 15(d) of the Exchange Act that is incorporated by reference in the 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 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.
SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Shenzhen, China, on December 5, 2025.
| |
Webus International Limited |
| |
|
| |
By: |
/s/ Nan Zheng |
| |
|
Name: |
Nan Zheng |
| |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the capacities and on December 5, 2025.
| Name |
|
Title |
| |
|
|
| /s/ Nan Zheng |
|
Chief Executive Officer and Director |
| Nan Zheng |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Nan Zheng |
|
Interim Chief Financial Offer |
| Nan Zheng |
|
(Principal Accounting Officer and Principal Financial Officer) |
| |
|
|
| /s/ Jiahua Zheng |
|
Chairman of the Board of Directors and Director |
| Jiahua Zheng |
|
|
| |
|
|
| /s/ Ken He |
|
Director |
| Ken He |
|
|
| |
|
|
| /s/ Tsang Hing Hang Bern |
|
Director |
| Tsang Hing Hang Bern |
|
|
| |
|
|
| /s/ Yili Liu |
|
Director |
| Yili Liu |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the requirements
of the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this registration
statement in New York, New York on December 5, 2025.
| |
Cogency Global Inc. |
| |
|
| |
By: |
/s/ Colleen A. De Vries |
| |
|
Name: Colleen A. De Vries |
| |
|
Title: Senior Vice-President on behalf of Cogency Global Inc. |
