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As filed with the Securities and Exchange Commission\non October 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES\nACT OF 1933

Jinxin Technology Holding Company

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Cayman Islands		Not Applicable
(State or other jurisdiction of \nincorporation or organization)		(I.R.S. Employer \nIdentification No.)
\n \n Floor 8, Building D, Shengyin Building, Shengxia\n Road 666 \n Pudong District, Shanghai 201203 \n People’s Republic of China \n +86 21-5058-2081
(Address of Principal Executive Offices and Zip Code)

\n \n \n \n \n

2026 Share Incentive Plan

(Full title of the plan)

\n \n \n \n \n

Cogency Global Inc.
\n122 East 42nd Street, 18th Floor
\nNew York, NY 10168
\n+1 800-221-0102

(Name, address and telephone number, including area code, of agent for service)

\n \n \n \n \n \n \n

Copies to:

Jin Xu
\n Chairman of the Board of Directors and Chief
\n Executive Officer
\n Jinxin Technology Holding Company

Floor 8, Building D, Shengyin Building, Shengxia\n Road 666
\n Pudong District, Shanghai 201203
\n People’s Republic of China
\n +86 21-5058-2081

Indicate by check mark whether\nthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging\ngrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting\ncompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

\n \n \n \n \n \n \n \n \n \n

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☒

If an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards 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*

\n\n

Information\nrequired by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule\n428 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\nseparately provided to the participants in the 2026 Share Incentive Plan covered by this Registration Statement, as specified by Rule\n428(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\nfiled with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference.

\n\n

(a)

The\nRegistrant’s annual report on Form 20-F (File No. 001-42287) for the fiscal year ended December 31, 2025 filed with the Commission\non April 28, 2026 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

\n \n \n \n \n

(b)

The Registrant’s current reports on Form 6-K filed with the Commission on June 23, 2026, July 14, 2026, September 15, 2026, September 21, 2026 and September 22, 2026, including all exhibits thereto; and

\n \n \n \n \n

(c)

The description of the Registrant’s ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-42287) filed with the Commission on September 26, 2024 under the Exchange Act, including any amendment and report subsequently filed for the purpose of updating such description.

All documents subsequently\nfiled 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\nand prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have\nbeen sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be\na part hereof from the date of filing of such documents.

Any statement contained in\na document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded\nfor purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document\nwhich also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified\nor 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. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

II-1

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cayman Islands law does not\nlimit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except\nto the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification\nagainst civil fraud or the consequences of committing a crime. The Registrant’s sixth amended and restated memorandum and articles\nof association provide for indemnification of directors and officers (each an indemnified person) against all actions, proceedings, costs,\ncharges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s\nown dishonesty, willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result\nof any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice\nto the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether\nsuccessfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or\nelsewhere.

Pursuant to the indemnification\nagreements, the form of which was filed as Exhibit 10.1 to the Registrant’s registration statement on Form F-1 (File No. 333-273884),\nas amended, the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such\npersons in connection with claims made by reason of their being such a director or officer.

Insofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant\nto the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public\npolicy 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\naccompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement (See Exhibit Index\nbelow).

ITEM 9. UNDERTAKINGS

\n \n \n \n

(a)	The undersigned Registrant hereby undertakes:

\n\n

(1)

To\nfile, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

\n\n

(i)

to\ninclude any prospectus required by Section 10(a)(3) of the Securities Act;

\n\n

(ii)

to\nreflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective\namendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration\nStatement; and

II-2

\n\n

(iii)

to\ninclude any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any\nmaterial change to such information in the Registration Statement;

provided, however, that paragraphs\n(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\nis contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of\nthe Exchange Act that are incorporated by reference in this Registration Statement.

\n \n \n \n \n

(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.

\n \n \n \n \n

(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.

\n \n \n \n

(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.

\n \n \n \n

(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.

II-3

EXHIBIT INDEX

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit \nNumber		Description of Exhibit
4.1		Sixth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently effective (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-273884), as amended, initially filed with the Securities and Exchange Commission on August 10, 2023)

4.2		Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form S-8 (File No. 333-284449) filed with the Securities and Exchange Commission on January 24, 2025)

4.3		Deposit Agreement, dated December 5, 2024, among the Registrant, the depositary and the holders and beneficial owners of American Depositary Shares issued thereunder (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-286814) filed with the Securities and Exchange Commission on April 29, 2025)

4.4		Amendment No. 1 to the Deposit Agreement, dated June 25, 2026, among the Registrant, the depositary and the holders and beneficial owners of American Depositary Shares issued thereunder (incorporated herein by reference to Exhibit (a)(ii) to the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-6 (File No. 333-278897), filed with the Securities and Exchange Commission on June 25, 2026)

5.1*		Opinion of Campbells

10.1*		2026 Share Incentive Plan

23.1*		Consent of Campbells (included in Exhibit 5.1)

23.2*		Consent of Summit Group CPAs, P.C., an independent registered public accounting firm

24.1*		Power of Attorney (included on the signature page)

107*		Filing Fee Table

\n\n

*	Filed\nherewith

II-4

SIGNATURES

Pursuant to the requirements\nof the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the\nrequirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto\nduly authorized, in Shanghai, China, on October 13, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Jinxin Technology Holding Company

	By:	/s/ Jin Xu
	Name:	Jin Xu
	Title:	Chairman of the Board of Directors \n and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE\nPRESENTS, that each person whose signature appears below constitutes and appoints Jin Xu as his or her true and lawful attorney-in-fact,\nwith the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents\nin connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to\ndo and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might\nor could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements\nof the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated\non October 13, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Signature		\n Title

\n /s/ Jin Xu		Chairman of the Board of Directors and \nChief Executive Officer
Jin Xu		(Principal Executive Officer)

\n /s/ Liwei Zhang		Independent Director
Liwei Zhang

\n /s/ Anran You		Independent Director
Anran You

\n /s/ Zhenyu Zhao		Independent Director
Zhenyu Zhao

\n /s/ Fangfang\n Zhou		Chief Financial Officer
Fangfang Zhou		(Principal Financial and Accounting Officer)

II-5

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended,\nthe undersigned, the duly authorized representative in the United States of Jinxin Technology Holding Company, has signed this registration\nstatement on Form S-8 in New York, on October 13, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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.

II-6

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