S-8 1 forms-8.htm S-8

 

As filed with the Securities and Exchange Commission on August 25, 2026

 

Registration No. 333-______

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Digital Currency X Technology Inc.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   Not applicable
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

Room 1101, 11/F., Capital Centre

151 Gloucester Road

Wanchai, Hong Kong

(Address of principal executive offices)

 

Digital Currency X Technology Inc. 2026 Share Incentive Plan

(Full title of the plan)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

Tel.: +1 800-221-0102 

(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, or a smaller reporting 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. ☐

 

Copies to:

 

Melissa Chen

 

Joe Li, Esq.

Chief Executive Officer and Director   York Hart & Lane LLP
Room 1101, 11/F., Capital Centre 151 Gloucester Road,   418 Broadway STE N
Wanchai, Hong Kong   Albany, NY 12207
+86 0535 2766221   (516) 610-2580

 

 

 

 

 

 

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 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 by reference herein:

 

  (a) the Registrant’s Annual Report on Form 20-F filed with the Commission on April 30, 2026;

 

  (b) all reports on Form 6-K furnished to the Commission by the Registrant after April 30, 2026, that are identified in such reports as being incorporated by reference into this Registration Statement; and

 

  (c) the description of the Registrant’s securities contained in Exhibit 2.1 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on April 30, 2026, including any amendment or report filed for the purpose of updating such description. The description of securities contained in the foregoing Exhibit 2.1 is updated by the description of the Registrant’s Class A ordinary shares filed as Exhibit 4.2 to this Registration Statement, which reflects the reduction in the par value of the Class A ordinary shares to US$0.0001 per share and the share capital reorganization effective in May 2026.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 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 in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be 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

 

The laws of the Cayman Islands do 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 actual fraud or willful default or the consequences of committing a crime.

 

Pursuant to the Company’s Fifth Amended and Restated Memorandum and Articles of Association, each director and officer of the Company is indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, incurred in carrying out such person’s functions, other than liabilities arising from such person’s own actual fraud or willful default. The Company’s Fifth Amended and Restated Memorandum and Articles of Association also provide for the advancement of expenses incurred by a director or officer in defending any action, suit, proceeding or investigation, subject to certain conditions. In addition, the Company may purchase and maintain insurance for the benefit of its directors and officers.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, the Registrant has 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.

 

See the Index to Exhibits attached hereto.

 

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 of 1933;

 

(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 end 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing 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 this Registration Statement or any material change to such information in this 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 this 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 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 of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description
4.1   Fifth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 6-K furnished to the Securities and Exchange Commission on May 15, 2026).
4.2*   Description of the Registrant’s Class A Ordinary Shares
5.1*   Opinion of Harney Westwood & Riegels Cayman Islands counsel to the Registrant, regarding the legality of the Class A ordinary shares being registered.
10.1*   Digital Currency X Technology Inc. 2026 Share Incentive Plan.
23.1*   Consent of Assentsure PAC Independent Registered Public Accounting Firm
23.2*   Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
24.1*   Power of Attorney (included on signature page of this Registration Statement)
107*   Calculation of 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 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 25, 2026.

 

  Digital Currency X Technology Inc.
     
  By: /s/ Melissa Chen
    Melissa Chen
    Chief Executive Officer and Director

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Melissa Chen as such person’s true and lawful attorney-in-fact and agent with the full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange 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 connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his 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 by the following persons on behalf of the Registrant in the capacities and on August 25, 2026.

 

Signature   Title
     
/s/ Melissa Chen   Chief Executive Officer and Director (Principal Executive Officer)
Melissa Chen    
     
/s/ Dongchun Fan   Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Dongchun Fan    
     
/s/ Wanli Wang   Independent Director
Wanli Wang    
     
/s/ Wenbo Wang   Independent Director
Wenbo Wang    
     
/s/ Jonathan Zhang   Independent Director
Jonathan Zhang    
     
/s/ Huijie Gao   Independent Director
Huijie Gao    

 

 

 

 

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 Digital Currency X Technology Inc., has signed this registration statement or amendment thereto in New York, New York, United States of America on August 25, 2026.

 

  Authorized U.S. 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.