Chaince Digital Holdings Inc. Completes US$6.14 Million Market-Priced Private Placement Reflecting Institutional Investor Confidence

Chaince Digital Holdings (NASDAQ: CD) completed a market-priced private placement on Dec 15, 2025 raising gross proceeds of approximately US$6.14 million.

Rhea-AI Summary

Chaince Digital Holdings (NASDAQ: CD) completed a market-priced private placement on Dec 15, 2025 raising gross proceeds of approximately US$6.14 million. The investor purchased 1,000,000 ordinary shares at Chaince's closing Nasdaq price on Dec 5, 2025 of $6.14 per share.

The securities were issued under Regulation S and are not registered under the Securities Act; proceeds are stated before fees and expenses. Chaince intends to use net proceeds for general corporate and working capital purposes, specifically to support initial development and planning of a U.S.-based AI and semiconductor precision components gigafactory, expansion of AI/HPC infrastructure R&D, and capital markets and corporate development activities through Chaince Securities, LLC.

Positive

• Gross proceeds of US$6.14M raised
• Issued 1,000,000 ordinary shares at market price ($6.14 per share)
• Proceeds allocated to U.S. AI and semiconductor gigafactory planning
• Funding dedicated to AI/HPC infrastructure R&D and broker-dealer activities

Negative

• Securities issued under Regulation S and not registered for U.S. resale
• Proceeds reported gross before fees and expenses

Argus Dec 15 session

-10.15% close to close Open Argus

Details

News Market Reaction – CD

On Dec 15, the day this news came out, CD closed 10.15% below the previous close.

Data tracked by StockTitan Argus for the Dec 15 session.

Key Figures

Private placement gross proceeds: US$6.14 million Shares issued: 1,000,000 shares Purchase price per share: $6.14 +5 more

Private placement gross proceeds

US$6.14 million

Completed market-priced private placement with an institutional investor

Shares issued

1,000,000 shares

Ordinary shares sold in the private placement

Purchase price per share

$6.14

Equal to Nasdaq closing price on December 5, 2025

Strategic partnership size

$200 million

Framework agreement for U.S. precision components gigafactory (Nov 24, 2025)

52-week high

$14.10

Pre-news 52-week high for CD

52-week low

$7.19

Pre-news 52-week low; equals current price before announcement

Price vs 52-week high

-49.01%

Distance from 52-week high before private placement news

Pre-news daily move

-5.02%

24h price change before private placement headline

Historical Context

3 past events · Latest: Nov 24

3 events

1. Nov 24

   Strategic partnership

   24h Move

   -4.1%

   Announced up to $200M framework for U.S. precision components gigafactory.

2. Nov 18

   Ownership update

   24h Move

   -5.4%

   Reported increased institutional ownership from major global asset managers.

3. Nov 14

   Conference appearance

   24h Move

   +8.6%

   CSO presented tokenized finance and AI-on-chain themes at TCFA conference.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, securities purchase agreement, regulation s, broker-dealer

4 terms

private placement financial

"completed a private placement with an institutional investor for gross proceeds"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

securities purchase agreement financial

"Under the terms of the Securities Purchase Agreement, the investor purchased"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

regulation s regulatory

"issued to an investor in a transaction pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

broker-dealer financial

"through Chaince Securities, LLC, the Company’s U.S. broker-dealer subsidiary"

A broker-dealer is a licensed firm or individual that both executes trades on behalf of clients (acting as a broker) and buys or sells securities for its own account (acting as a dealer). Investors care because broker-dealers provide the plumbing of markets — they place orders, hold or move cash and securities, offer research or advice, and their stability and fees directly affect trade execution, costs, and the safety of client funds; think of them as a combined travel agent and taxi for your investments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Funding to Support Development of AI & Advanced Manufacturing Gigafactory Initiative

New York, NY , Dec. 15, 2025 (GLOBE NEWSWIRE) -- Chaince Digital Holdings Inc. (“Chaince” or the “Company”) (Nasdaq: CD) (formerly Mercurity Fintech Holding Inc.), a fintech and digital asset-focused holding company, today announced that it has completed a private placement with an institutional investor for gross proceeds of approximately US$6.14 million.

Under the terms of the Securities Purchase Agreement, the investor purchased an aggregate of 1,000,000 ordinary shares of the Company at a per share purchase price equal to the closing price of Chaince’s ordinary shares on the Nasdaq Stock Market on December 5, 2025 ($6.14), for total gross proceeds of US$6.14 million before deducting fees and expenses.

The securities were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and were issued to an investor in a transaction pursuant to Regulation S under the Securities Act. The securities described above have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Strategic Use of Proceeds: Supporting Chaince’s AI & Advanced Manufacturing Expansion

Chaince intends to use the net proceeds from this offering for general corporate and working capital purposes, including supporting:

• Initial phase development and planning of Chaince’s U.S.-based AI and semiconductor-focused precision components gigafactory, as announced in the Company’s recent strategic partnership;
• Expansion of AI/HPC infrastructure platforms and related technology R&D;
• Capital markets and corporate development activities through Chaince Securities, LLC, the Company’s U.S. broker-dealer subsidiary.

This financing strengthens Chaince’s balance sheet as the Company accelerates its transition into AI-driven industrial technology, complementing the multi-hundred-million-dollar strategic manufacturing initiative outlined in the parties’ framework agreement.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Chaince Digital Holdings Inc.
“Chaince Digital Brings Finance On-Chain.”

Chaince Digital Holdings Inc. (Nasdaq: CD) (formerly Mercurity Fintech Holding Inc.) is a digital finance and technology company focused on tokenization, on-chain innovation and regulated brokerage services. Through its subsidiaries, including Chaince Securities, LLC, a FINRA-registered broker-dealer, and AI/HPC infrastructure platforms, Chaince provides technology-enabled solutions across distributed computing, business consulting and capital markets services. The Company aims to bridge traditional financial markets with the emerging digital asset economy through compliant, scalable and institutional-grade infrastructure. For more information, please visit www.chaincedigital.com.

Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

For more information, please contact:
International Elite Capital Inc.
Annabelle Zhang
Tel: +1(646) 866-7928
Email: chaince@iecapitalusa.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Chaince (CD) raise in the Dec 15, 2025 private placement?

Chaince raised approximately US$6.14 million in gross proceeds.

How many shares did Chaince (CD) issue and at what price in the private placement?

The company issued 1,000,000 ordinary shares at $6.14 per share (closing price on Dec 5, 2025).

What will Chaince (CD) use the private placement proceeds for?

Net proceeds will fund gigafactory planning for AI/semiconductor components, expand AI/HPC R&D, and support Chaince Securities activities.

Are the shares from Chaince's (CD) private placement registered for U.S. resale?

No; the securities were issued under Regulation S and are not registered under the Securities Act for U.S. resale.

Was the private placement price for Chaince (CD) set above or below market?

The purchase price equaled Chaince’s Nasdaq closing price on Dec 5, 2025 ($6.14), i.e., a market-priced placement.