Lucas GC Limited filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission on October 28, 2026, to register an additional 497,640 ordinary shares issuable under its Second Amended and Restated 2024 Equity Incentive Plan.

Key Highlights

  • Shares Registered: 497,640 additional ordinary shares are being registered for issuance under the Second Amended and Restated 2024 Equity Incentive Plan, described in the filing as "on a consolidation- and restructuring-adjusted basis."
  • Plan History: The original 2024 Equity Incentive Plan was first registered on December 11, 2024, covering 11,800,000 ordinary shares at par value US$0.000005 each.
  • September 2026 Consolidation: On September 1, 2026, the company effected a 125-for-1 share consolidation, after which authorized share capital became US$500,000 divided into 20,000,000 shares at US$0.025 each.
  • October 2026 Restructuring: On October 7, 2026, a further share capital restructuring set authorized capital at 50,000,000,000 ordinary shares, split between 49,500,000,000 Class A and 500,000,000 Class B ordinary shares, each at par value US$0.00001.
  • Exchange Listing: According to the filing, the company's Class A ordinary shares are listed and traded on the Nasdaq Capital Market under the symbol "LGCL" (NASDAQ:LGCL).
  • Filer Status: The company identified itself as a non-accelerated filer and an emerging growth company in the filing.

Lucas GC Limited's Second Amended Equity Incentive Plan and Share Capital Changes

According to the filing, Lucas GC Limited's S-8 registration statement is a Post-Effective Amendment No. 2 to an earlier registration statement originally filed on December 11, 2024. That initial filing registered 11,800,000 ordinary shares at par value US$0.000005 each under the company's 2024 Equity Incentive Plan. A Post-Effective Amendment No. 1 was subsequently filed on October 21, 2025, to reflect a 40-for-1 share consolidation and the adoption of a dual-class share structure, the filing disclosed.

The filing describes two significant corporate actions in 2026 that prompted the current amendment. On September 1, 2026, the company carried out a 125-for-1 consolidation of its Class A and Class B ordinary shares, resulting in authorized share capital of US$500,000 divided into 20,000,000 shares at US$0.025 par value each, comprising 19,800,000 Class A and 200,000 Class B ordinary shares. Then, on October 7, 2026, the company completed a further share capital restructuring that expanded authorized capital to 50,000,000,000 ordinary shares, consisting of 49,500,000,000 Class A ordinary shares and 500,000,000 Class B ordinary shares, each carrying a par value of US$0.00001 per share, according to the filing.

The filing states that the board of directors approved the Second Amended and Restated 2024 Equity Incentive Plan in October 2026 to reflect these capital changes, and also "further increases the maximum number of Ordinary Shares reserved for issuance thereunder by 497,640 Ordinary Shares." The filing also notes that, pursuant to Rule 416(a) under the Securities Act, the registration covers an indeterminate number of additional shares that may become issuable as a result of any share split, share dividend, recapitalization, or similar transaction. The company's Class B ordinary shares are not registered under Section 12 of the Exchange Act and are not listed on any national securities exchange, the filing stated.

What Was Disclosed

Lucas GC Limited filed an S-8 to register 497,640 additional ordinary shares under its revised equity incentive plan, following two share capital restructuring events completed in September and October 2026 that materially changed the company's share structure.