Chaince Digital Holdings Inc. (CD) SEC Filings

Chaince Digital Holdings Inc. (CD) filed an initial statement of beneficial ownership for Li Jialin, who is identified as a director of the company. The Form 3 reports no transactions, derivative positions, or specific share holdings for Li Jialin at this time.

Chaince Digital Holdings Inc. (CD) received a Rule 144 notice from stockholder Wilfred ZhongKei Daye relating to the sale of 200 shares of its common stock through Charles Schwab on 08/24/2026 at an indicated price of $809.94 per share, for an aggregate value of $110,003.80.

The shares were acquired from the issuer as compensation on 03/31/2025. The notice also reports sales during the prior three months: 2,000 shares of common stock on 06/01/2026 for $17,055.29 and a further 2,000 shares on 06/02/2026 for $18,131.82. The filer notes this is a late filing for the 08/24/2026 sale.

Chaince Digital Holdings Inc. (CD) reported the results of its 2026 Annual General Meeting, where shareholders approved all four proposals. As of the July 14, 2026 record date, 79,443,800 ordinary shares were outstanding; approximately 61.29% of these were represented, constituting a quorum. Shareholders elected or re‑elected five directors, including two new members, Jialin Li and Gregory McGillis, and ratified Tang Qian & Associates PLLC as independent registered public accounting firm for the year ending December 31, 2026. Shareholders also increased the company’s authorized share capital from US$4,000,000 (1,000,000,000 ordinary shares at US$0.004 par value) to US$80,000,000 (20,000,000,000 ordinary shares), and authorized the board, in its discretion on or before the third anniversary of the meeting, to implement one or more share consolidations (reverse stock splits) with ratios between 2:1 and 200:1, with an aggregate cumulative ratio not greater than 4,000:1.

Chaince Digital Holdings Inc. (CD) entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC on August 19, 2026, creating an at-the-market equity program to sell up to $300,000,000 of its ordinary shares, par value $0.004 per share, from time to time through the sales agent.

Shares may be sold in transactions deemed to be “at-the-market” offerings under Rule 415, including sales directly on Nasdaq or other existing trading markets, or to or through a market maker. Chaince may set daily share limits and minimum sale prices, has no obligation to sell any shares, and either party may suspend or terminate the program subject to notice requirements.

H.C. Wainwright will act as sales agent and receive a cash commission of 3.0% of the gross sales price of shares sold, plus reimbursement of specified expenses. Any sales will be made under Chaince’s effective shelf registration statement on Form F-3 (File No. 333-287428), declared effective June 27, 2025, and a prospectus supplement filed August 21, 2026.

Chaince Digital Holdings Inc. (CD) is establishing an at-the-market equity program to issue and sell up to $300,000,000 of ordinary shares through H.C. Wainwright & Co. as sales agent, with a 3.0% sales commission. Sales may be made from time to time on the Nasdaq Global Market under the symbol CD.

Assuming sales at $3.52 per share, up to 85,227,272 new shares could be issued, increasing shares outstanding from 110,003,800 as of August 17, 2026 to up to 195,231,072, and resulting in illustrative dilution of $1.71 per share to new investors. Net proceeds are intended for working capital and general corporate purposes.

CD is a Cayman Islands holding company with operating subsidiaries in the U.S., Hong Kong and a limited-function PRC entity. It reports that it had no revenue from mainland China in 2025, believes current PRC regulatory exposure is limited, and that its U.S.-headquartered auditor is subject to PCAOB inspection, reducing immediate HFCAA-related trading risk. The company discontinued prior digital asset mining in 2025 and now focuses on financial and capital markets advisory services.

Chaince Digital Holdings Inc. reported growing financial services and advisory operations while remaining loss-making for the six months ended June 30, 2026. Revenue from continuing operations was $970,752, up from $258,569 a year earlier, driven by U.S. and Hong Kong capital-markets advisory and brokerage activities.

The company recorded a net loss of $2,457,444, improving from $2,847,830 in the prior-year period, with operating loss from continuing operations of $2,427,805. Despite recurring losses and an accumulated deficit of about $688 million, cash and cash equivalents were $30,973,382 and total assets $49,129,633, against total liabilities of $2,362,455, leaving substantial shareholders’ equity of $46,767,178.

Continuing operations generated $313,463 of operating cash inflow versus prior-year outflows, while investing activities used $6,784,565 mainly for short-term investments, partially funded by $3,839,040 equity issuance. The company discontinued and wound down its Filecoin mining business, now reported as discontinued operations, and is refocusing on regulated financial services via its FINRA-registered broker-dealer and Asian advisory entities. Management states that available cash and current plans alleviate previously identified substantial doubt about the company’s ability to continue as a going concern for at least one year.

Chaince Digital Holdings Inc. completed a registered direct offering of 30,560,000 Ordinary Shares on August 11, 2026 at US$0.53 per share under its Form F-3 shelf. The company received US$16,196,800 in gross proceeds, with part of the purchase price paid in USDT and USDC, each treated as equivalent to U.S. dollars.

Net proceeds are intended for the company’s digital asset reserve, working capital and general corporate purposes, including its institutional growth strategy. After issuing the new shares, total Ordinary Shares outstanding increased to 110,003,800, up from 79,443,800 before the transaction.

Chaince Digital Holdings Inc., a Cayman Islands holding company operating mainly through U.S. and Hong Kong subsidiaries, is conducting a primary offering of 30,560,000 ordinary shares at $0.53 per share under a securities purchase agreement with institutional investors. The shares trade on Nasdaq Global Market under the symbol CD; the last reported price on August 7, 2026 was $2.65 per share.

The transaction has no underwriter or placement agent, yielding estimated gross proceeds of $16,196,800 and net proceeds of $16,156,800. Shares outstanding are expected to increase to 110,003,800 from 79,443,800. The company plans to use the cash, which may be received in U.S. dollars, USDC, USDT or a combination, for a digital asset reserve, working capital, general corporate purposes, and potentially complementary products or technologies.

The business focuses on financial and capital markets advisory services, primarily via its FINRA-registered broker-dealer and RIA in New York. Management highlights limited current exposure to PRC regulation, with PRC counsel indicating no present need for CSRC or CAC approvals and PCAOB-inspected U.S. auditors mitigating current HFCAA delisting risk, while acknowledging evolving regulatory frameworks.

Chaince Digital Holdings Inc., a Cayman Islands company listed on the Nasdaq Global Market, filed an amendment to its annual report for the year ended December 31, 2025 to expand and clarify disclosure about relying, as a foreign private issuer, on Cayman home country corporate governance practices instead of many Nasdaq Rule 5600 requirements, including the shareholder approval rules under Nasdaq Listing Rule 5635(d) for certain 20% issuances.

The company details related-party arrangements in which loans and share-delivery obligations owed to three related parties were irrevocably waived in 2025, leading to full derecognition of the related payables and recognition of a gain on debt forgiveness in other income. Waivers covered obligations to former shareholders and associates that had provided working capital or ADS deliveries on the company’s behalf.

The board has five directors, three of whom (Alan Curtis, Hui Cheng and Peter Nobel) are identified as independent and serve on the audit, compensation, and nominating and corporate governance committees, all chaired by Hui Cheng. As of June 30, 2025, ordinary shares held by non-affiliates had an aggregate market value of $190,259,746, and total ordinary shares outstanding were 79,409,800 as of August 7, 2026.