As filed with the Securities and Exchange Commission
on May 20, 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
CCH Holdings Ltd
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
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N/A |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
|
No. 1, Jalan Perda Jaya, Kawasan Perniagaan
Perda Jaya, 14000
Bukit Mertajam, Pulau Pinang, Malaysia
+(60) 4-5307694 |
|
|
| (Address of Principal Executive Offices) |
|
(Zip Code) |
2026 Equity Incentive Plan
(Full Title of the Plan)
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)
Copy To:
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022
Fax: +1-212-826-9307
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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
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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 CCH Holdings Ltd, an exempted company incorporated under the laws of the Cayman
Islands (the “Registrant”) to register securities issuable pursuant to the CCH Holdings Ltd. 2026 Equity Incentive Plan (as
amended and restated, “the 2026 Equity Incentive Plan”). The securities registered hereby consist of 5,500,000 Class A Ordinary
Shares, US$0.00001 par value per share of the Registrant (the “Class A Ordinary Share”), which represent the number of Class
A Ordinary Shares that were authorized under the 2026 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 2026 Equity
Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the 2026 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 Class A Ordinary Shares that may be issued under the 2026 Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE 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 2026 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 “Commission”) 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:
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(1) |
The annual report (Commission File No. 001-42864) filed by the Registrant with the Commission on Form 20-F for the fiscal year ended December 31, 2025, which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; |
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(2) |
Our Reports on Form 6-K, filed with the Commission on May 20, 2026; |
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(2) |
The description of our ordinary shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-42864) filed with the Commission on September 25, 2025, including any amendment and report subsequently filed for the purpose of updating that description; and |
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(3) |
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. |
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 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 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 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 of committing a crime.
Our
Amended and Restated Memorandum and Articles of Association provide that every director (including any alternate director), secretary,
assistant secretary, or other officer for the time being and from time to time of the Company and the personal representatives of the
same (each an “Indemnified Person”) shall be indemnified and secured harmless 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 Company’s business or affairs (including as a result of
any mistake of judgment) or in the execution or discharge of his or her 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 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 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.
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:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(a) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(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 |
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(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 Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration Statement.
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(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. |
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(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 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
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 Malaysia, on May 20, 2026.
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CCH Holdings Ltd. |
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|
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By: |
/s/ Goh Kok E |
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Name: |
Goh Kok E |
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Title: |
Chairman, Chief Executive Officer and
Chief Operating Officer |
| Signature |
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Title |
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Date |
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| /s/ Goh Kok E |
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Chairman, Chief Executive Officer and Chief Operating Officer |
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May 20, 2026 |
| Name: Goh Kok E |
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(Principal Executive Officer) |
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| /s/ Mhlengi Prevail Mafu |
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Director and Co-Chief Executive Officer |
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May 20, 2026 |
| Name: Mhlengi Prevail Mafu |
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| /s/ Benjamin Yap Kean Ming |
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Chief Financial Officer |
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May 20, 2026 |
| Name: Benjamin Yap Kean Ming |
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(Principal Accounting and Financial Officer) |
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| /s/ Ng Yah Ling |
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Director |
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May 20, 2026 |
| Name: Ng Yah Ling |
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| /s/ Wu Wai Kong |
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Director |
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May 20, 2026 |
| Name: Wu Wai Kong |
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| /s/ Ang Woei Shang |
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Director |
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May 20, 2026 |
| Name: Ang Woei Shang |
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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 CCH Holdings Ltd., has signed
this registration statement or amendment thereto in New York, NY on May 20, 2026.
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Authorized U.S. Representative
Cogency Global Inc. |
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|
|
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President |
