金山云美股招股说明书(2025-04-16版)

PRELIMINARY PROSPECTUS SUPPLEMENT(to Prospectus dated April16, 2025) 18,500,000 American Depositary Shares, representing 277,500,000Ordinary Shares Kingsoft Cloud Holdings Limited This prospectus supplement relates to an offering by us of an aggregate of 18,500,000 American depositaryshares, or ADSs, each representing 15 ordinary shares, par value US$0.001 per share, of Kingsoft CloudHoldings Limited. Investors have an option to receive ordinary shares in lieu of ADSs in this offering, at anoffering price of HK$per ordinary share, based upon each ADS representing 15 ordinary shares andan exchange rate of HK$to US$1.00, the spot rate of exchange at the time of pricing. Concurrently with, and subject to, the completion of this offering, our existing shareholder, KingsoftCorporation Limited, or Kingsoft Corporation, has agreed to purchase from us certain number of our ordinaryshares at a price per share equal to the public offering price per ordinary shares, in a concurrent privateplacement (the “Concurrent Private Placement”). The number of ordinary shares to be purchased by KingsoftCorporation equals 20% of the aggregate number of (i) the number of ordinary shares (in the form of ADSsor ordinary shares in this offering, and assuming no exercise of the underwriters’ option to purchaseadditional ADSs), and (ii) the shares to be purchased in the Concurrent Private Placement, subject to certainadjustments. Based on the 277,500,000 ordinary shares to be offered by us, Kingsoft Corporation willpurchase 69,375,000 ordinary shares from us in the Concurrent Private Placement. The Concurrent PrivatePlacement to Kingsoft Corporation is being made pursuant to exemptions from registration with the U.S.Securities and Exchange Commission, or the SEC, under RegulationS of the Securities Act of 1933, asamended, or the Securities Act. The Concurrent Private Placement constitutes connected transactions withinthe meaning of the Listing Rules of The Stock Exchange of Hong Kong Limited and are subject to, amongother conditions, (i)the approval by independent shareholders in a shareholder meeting we plan to convene,and (ii)the completion of the Public Offering. The ADSs are listed on the Nasdaq Global Select Market under the symbol “KC.” On April15, 2025, the lastreported sale price of the ADSs on the Nasdaq Global Select Market was US$13.20 per ADS. Our ordinaryshares are listed on The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, underthe stock code “3896.” On April15, 2025, the last reported trading price of the ordinary shares on the HongKong Stock Exchange was HK$7.03 per share, or US$per ADS based on an exchange rate ofHK$to US$1.00, the spot rate of exchange at the time of pricing. Investing in the ADSs and/or ordinary shares involves a high degree of risk. See “RiskFactors” beginning on pageS-17of this prospectus supplement. See also ourannual reporton Form 20-F for the year ended December31, 2024, as well as our subsequently filedperiodic and current reports, which we file with the United States Securities and ExchangeCommission and are incorporated by reference into this prospectus supplement. Investors in the ADSs and/or ordinary shares are not purchasing equity securities of our subsidiaries that havesubstantive business operations in China but instead are purchasing equity securities of a Cayman Islandsholding company. Kingsoft Cloud Holdings Limited is a Cayman Islands holding company with no businessoperations. It conducts its operations in China through its PRC subsidiaries and the variable interest entities,or the VIEs, and their subsidiaries. We are subject to multiple risks arising from our corporate structure, including our status as a holdingcompany incorporated in the Cayman Islands that conducts a portion of our business through China-basedVIEs with which we have only contractual relationships and in which we do not own an equityThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sellthese securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. interest, and our operations in China, including potential actions or decisions by PRC or U.S. regulatoryauthorities restricting or affecting our business activities in the PRC or our access to U.S. capital markets.Such risks could result in a material change in our operations and/or the value of the ADSs and/or ordinaryshares or could significantly limit or completely hinder our ability to offer or continue to offer our ordinaryshares, the ADSs and/or other securities to investors and cause the value of such securities to significantlydecline or be worthless. For a detailed description of risks related to doing business in China, see “Item3. KeyInformation—3.D.Risk Factors—Risks Relating to Our Corporate Structure and the ContractualArrangements” and “Item3. Key