Studies have shown that water-insoluble organic matter (WIOM) accounts for a large part of the organic components in cloud water and significantly contributes to brown carbon. However, the molecular characteristics of WIOM in cloud droplets remain unclear, hampering the understanding of their climate effects. In this study, cloud water was collected at a remote mountain site in South China during the winter of 2020, and WIOM was separated by membrane filtration, extracted by methanol, and characterized using Fourier transform ion cyclotron resonance mass spectrometry coupled with an electrospray ionization source. A total of 697–1637 molecules were identified in WIOM. WIOM is characterized by lower oxidation states of carbon atoms (−1.10 ∼ −0.84 in WIOM vs. −0.58 ∼ −0.51 in water-soluble organic matter (WSOM) on average), higher carbon number (14.12–20.59 vs. 9.87–10.56) and lower unsaturation (double-bond equivalent 4.55–4.95 vs. 4.84–5.23) relative to WSOM. More abundant lipid-like compounds (12.2–41.9% in WIOM vs. <2% in WSOM) but less highly oxygenated compounds (<7% vs. 28.6–35.3%) exist in WIOM. More than 30% of WIOM molecules in cloud water are common with interstitial particles, implying that WIOM in cloud water may originate from aerosol activation and/or collision. Some unique molecules in WIOM in cloud water are identified as aqueous-phase oligomerization products, indicating the aqueous-phase formation of WIOM. Further analysis of the intermolecular relationship shows that WIOM has the potential to transform into WSOM by partitioning into the dissolved phase, oxidation and functionalization by heteroatom-containing groups, representing a previously unidentified pathway for WSOM formation in cloud water. The results provide new insights into the in-cloud chemistry, which would assist in the understanding of the aqueous formation and evolution of WIOM.