As
filed with the Securities and Exchange Commission on November 10, 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
DIRECTBOOKING
TECHNOLOGY CO., LTD.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
N/A |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
Room
2912, 29/F., New Tech Plaza
34
Tai Yau Street
San
Po Kong
Kowloon,
Hong Kong
(Address,
including zip code, of registrant’s principal executive offices)
DIRECTBOOKING
TECHNOLOGY CO., LTD.
2025
STOCK INCENTIVE PLAN
(Full
title of the plan)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
(800)
221-0102
(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. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. PLAN INFORMATION*
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
| * |
Information
required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part
I will be separately provided to the participants in the 2025 Stock Incentive Plan covered by this Registration Statement, as specified
by Rule 428(b)(1) under the Securities Act. |
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are
incorporated herein by reference.
| |
(a) |
The
Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2025, originally filed with the Commission on August
14, 2025 pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and |
| |
(b) |
the
description of the Registrant’s Ordinary Shares incorporated by reference in the Registrant’s registration statement
on Form 8-A (File No. 001-42181) filed with the Commission on July 18, 2024, including any amendment and report subsequently filed
for the purpose of updating that description. |
All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 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 herein and to be a part hereof from the date of filing of such documents.
Any
statement contained in a document 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 incorporated or 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. INTEREST 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 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 civil fraud or the consequences or committing a crime. The Registrant’s currently effective
memorandum and articles of association provide that the Registrant shall indemnify its directors, secretary, officers and the personal
representatives of the same (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages
or liabilities incurred or sustained by such indemnified person, other than by reason of such indemnified person’s own dishonesty,
willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake
of judgment) or in the execution or discharge of such indemnified person’s duties, powers, authorities or discretions, including
without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person
in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether
in the Cayman Islands or elsewhere.
Pursuant
to the indemnification agreements, the form of which was filed as Exhibit 10.1 to the Registrant’s registration statement on Form
F-1, as amended (File No. 333-277692), the Registrant has agreed to indemnify its directors and officers against certain liabilities
and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
Pursuant
to the 2025 Stock Incentive Plan, the Registrant has agreed to indemnify its plan administrative committee members and other directors
against certain liabilities and expenses incurred by such persons in connection with claims made by reason of any action or failure to
act pursuant to the Plan.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has 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.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
The
Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement
(See Exhibit Index below).
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; 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) 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 Section 15(d) of the Exchange Act that are incorporated by reference in the 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 (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
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. |
EXHIBIT
INDEX
Exhibit
Number |
|
Description
of Exhibit |
| 4.1 |
|
Memorandum and Articles of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the registration statement on Form F-1/A (File No. 333-282018), as amended, initially filed with the SEC on September 12, 2024) |
| |
|
|
| 4.2 |
|
Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (File No. 333-277692), as amended, initially filed with the SEC on March 6, 2024) |
| |
|
|
| 5.1 |
|
Opinion of Appleby, Cayman Islands counsel to the Registrant, regarding the validity of the ordinary shares being registered (filed herewith) |
| |
|
|
| 10.1 |
|
The 2025 Stock Incentive Plan (filed herewith) |
| |
|
|
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm (filed herewith) |
| |
|
|
23.2 |
|
Consent of Appleby (included in Exhibit 5.1) |
| |
|
|
| 24.1 |
|
Power of Attorney (included on the signature page to this Registration Statement) |
| |
|
|
| 107 |
|
Filing Fee Table (filed herewith) |
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 November 10, 2025.
| |
DirectBooking
Technology Co., Ltd. |
| |
|
|
| |
By: |
/s/
Tan Yu |
| |
Name:
|
Tan
Yu |
| |
Title: |
Chairman
of the Board and Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tan Yu as his or her true and
lawful attorney-in-fact and agent, 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) 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,
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 or her 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
set forth below on November 10, 2025.
| Signature |
|
Title |
| |
|
|
| /s/
Tan Yu |
|
Chief
Executive Officer, Chairman of the Board and Director |
| Tan
Yu |
|
|
| |
|
|
| /s/
Liu Wei |
|
Chief
Finance Officer |
| Liu
Wei |
|
|
| |
|
|
| /s/
Fang Chenxi |
|
Independent
Director |
| Fang
Chenxi |
|
(Principal
Accounting and Financial Officer) |
| |
|
|
| /s/
Jiang Lina |
|
Independent
Director |
| Jiang
Lina |
|
|
| |
|
|
| /s/
Zhao Yong |
|
Independent
Director |
| Zhao
Yong |
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of DirectBooking Technology Co.,
Ltd., has signed this registration statement or amendment thereto in New York on November 10, 2025.
| |
Cogency
Global Inc. |
| |
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. |
