WIMI WiMi Hologram Cloud Inc

As Filed With the Securities and Exchange Commission on January 8, 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

 

WiMi Hologram Cloud Inc.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		Not Applicable
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

 

Room#1508, 4th Building, Zhubang 2000 Business Center,

No. 97, Balizhuang Xili,

Chaoyang District, Beijing

The People’s Republic of China, 100020

 

Tel: +86-10-5338-4913

(Address, including zip code, of Registrant’s Principal Executive Offices)

 

2023 Equity Incentive Plan

(Full title of the plan)

 

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Tel: +1-302-738-6680

(Name, address and telephone number 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	☐	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated filer	☒

 

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

 

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional 26,400,000 shares of Class B ordinary share, par value $0.0001 (“Share”), of WiMi Hologram Cloud Inc. (the “Registrant”) issuable under the 2023 Equity Incentive Plan for which a registration statement on Form S-8 was initially filed with the Commission on January 26, 2023 (File No. 333-269423) (“Prior Registration Statement”). On January 7, 2025, the Board of Directors and Compensation Committee took action to increase the number of Shares issuable under the 2023 Equity Incentive Plan pursuant to section 3(b).

 

The contents of the Prior Registration Statement are incorporated by reference in this Registration Statement to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein. 

 

 

INDEX TO EXHIBITS

 

Exhibit No.		Exhibit Description
4.1		Registrant’s Specimen Certificate for Class B ordinary shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-232392))
4.2		Form of Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-232392))
4.3		Form of Deposit Agreement between the Registrant and JP Morgan Chase Bank, N.A., as depositary (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1, as amended (File No. 333-232392))
5.1*		Opinion of Maples and Calder (Hong Kong) LLP as to legality of securities being registered
10.1		2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form S-8 (File No. 333-269423)
23.1*		Consent of Onestop Assurance PAC
23.2*		Consent of Maples and Calder (Hong Kong) LLP (contained in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature pages hereof)
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 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 the People’s Republic of China on January 8, 2025.

 

	WiMi Hologram Cloud Inc.
	By:	/s/ Shuo Shi
	Name:	Shuo Shi
	Title:	Chief Executive Officer

 

	By:	/s/ Guanghui Zheng
	Name:	Guanghui Zheng
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Shuo Shi as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 substitute or 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 in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/ Jie Zhao		Chairman of the Board of Directors		January 8, 2025
Jie Zhao
/s/ Songrui Guo		Director		January 8, 2025
Songrui Guo
/s/ Harriet Ywan		Independent Director		January 8, 2025
Harriet Ywan
/s/ Hongtao Zhao		Independent Director		January 8, 2025
Hongtao Zhao
/s/ Teck Yong Heng		Independent Director		January 8, 2025
Teck Yong Heng
/s/ Ting Zhang		Independent Director		January 8, 2025
Ting Zhang

 

 

Exhibit 5.1

 

 

 

Our Ref

DLK/756509-000001/31231322v1

 

WiMi Hologram Cloud Inc.

No. 6 Xiaozhuang, #101A

Chaoyang District, Beijing

The People’s Republic of China, 100020

 

7 January 2025

 

Dear Sirs

 

WiMi Hologram Cloud Inc. (the “Company”)

 

We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended (the “Securities Act”) of 26,400,000 class B ordinary shares, par value US$0.0001 per share (the “Shares”), comprising shares issuable pursuant to the Company’s 2023 Equity Incentive Plan (the “Share Incentive Plan”).

 

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Share Incentive Plan. We have also reviewed copies of the second amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 24 July 2019 and effective immediately prior to the completion of the Company’s initial public offering of American Depositary Shares representing its Shares (the “Memorandum and Articles”), and the written resolutions of the board of directors of the Company dated 19 January 2023 and 7 January 2025 (the “Resolutions”).

 

Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

1

The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorized.

 

2

When issued and paid for in accordance with the terms of the Share Incentive Plan and in accordance with the Resolutions, and when appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.

 

In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

 

 

 

 

These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.

 

We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and (c) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP

 

 

 

 

Exhibit 23.1

 

Onestop Assurance PAC 10 Anson Road #06-15 International Plaza Singapore 079903 Tel: 9644 9531 Email: audit@onestop-ca.com Website: www.onestop-ca.com

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of our report dated April 24, 2024 relating to the consolidated financial statements of WiMi Hologram Cloud Inc., which is included in this Annual Report on Form 20-F of WiMi Hologram Cloud Inc. for the year ended December 31, 2023.

 

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Onestop Assurance PAC

 

Singapore

January 8, 2025

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

WiMi Hologram Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Maximum Aggregate Offering Price(3)				Fee Rate				Amount of Registration Fee
Equity		Class B Ordinary Shares, par value $0.0001 per share(1)		Rule 457(c) and Rule 457(h)			13,200,000			$	1.705			$	22,506,000				$153.10 per $1,000,000			$	3,445.66
Total Offering Amounts														$	22,506,000							$	3,445.66
Total Fee Offsets																						$	0.00
Net Fee Due																						$	3,445.66

 

(1)

The Class B ordinary shares may be represented by the Registrants’ ADSs, each of which represents two Class B ordinary shares. The Registrant’s ADSs issuable upon deposit of the Class B ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-232665). Any Class B ordinary shares covered by an award granted under the 2023 Plan (or portion of an award) that is forfeited, cancelled or otherwise expires for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares which may be issued under the 2023 Plan.

 

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Class B Ordinary Shares of WiMi Hologram, Inc. (the “Registrant”) that may become issuable under the Registrant’s 2023 Incentive Plan (the “Plan”) as a result of any future stock splits, stock dividends or similar adjustments of the Registrant’s outstanding Class B Ordinary Shares.

 

(3)	Estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$1.705 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on The Nasdaq Global Market on January 3, 2025.

  

 

 

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