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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____ to _____
Commission
File Number 001-36896
CHAINCE
DIGITAL HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
N/A |
(State
or other jurisdiction
of incorporation or organization) |
|
(IRS Employer
Identification No.) |
1251
Avenue of the Americas, Floor 41
New
York, NY 10020
(Address
of principal executive offices)
(949)
678-9653
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Ordinary
Shares, par value US$0.004 per share |
|
CD
|
|
NASDAQ
Global Market |
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting company ☒ |
| |
|
|
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously filed financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the 49,418,116 ordinary shares held by non-affiliates of the registrant issued and outstanding as of June 30,
2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $190,259,746. This amount is
based on the closing price of the ordinary shares on Nasdaq of $3.85 per share on that date. Ordinary shares held by executive officers,
directors and 10% or greater stockholders have been excluded since such persons may be deemed affiliates. This determination of affiliate
status is not a determination for any other purpose.
The
number of ordinary shares of the registrant outstanding as of August 7, 2026 was 79,409,800.
EXPLANATORY
NOTE
Chaince
Digital Holdings Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission
(the “SEC”) on March 26, 2026 (the “Original Form 10-K”), to amend the disclosure under Item 13 of Part III of
the Original Form 10-K to expand and clarify the Company’s disclosure regarding its reliance, as a foreign private issuer, on home
country corporate governance practices pursuant to Nasdaq Listing Rule 5615(a)(3), including its reliance on home country practice in
lieu of the shareholder approval requirements under Nasdaq Listing Rule 5635(d).
In
addition, pursuant to applicable SEC rules, Item 15 of Part IV has been amended to include contemporaneously dated certifications of
the Registrant’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (the “302 Certifications”) which are filed as Exhibits
31.1 and 31.2 hereto. Because this Amendment No. 1 on Form 10-K/A does not contain any financial statements or
other financial information, nor does it contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K of the
Securities Act of 1933, as amended: (i) paragraphs 3, 4 and 5 of the 302 Certifications have been omitted and (ii) no certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are being filed as exhibits to this Amendment No. 1.
Except
as expressly described above, this Amendment does not amend, update or otherwise modify any other information contained in the Original
Form 10-K and does not reflect events occurring after the date of the Original Form 10-K. Accordingly, this Amendment should be read
in conjunction with the Original Form 10-K and the Company’s subsequent filings with the SEC.
PART
III
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with related persons:
Nature of the relationships with related parties:
| Name |
|
Relationship with the Company |
| Zhiyou Wang |
|
Former director of the Company’s affiliated companies, former shareholder of the Company |
| Radiance Holding (HK) Limited |
|
Former shareholder of the Company |
| Ying Wang |
|
Associated with Zhiyou Wang |
Net Amount due to the related party
| |
|
As of
December 31, 2025 |
|
|
As of
December 31, 2024 |
|
| |
|
US$ |
|
|
US$ |
|
| Zhiyou Wang |
|
|
— |
|
|
|
236,575 |
|
| Radiance Holding (HK) Limited |
|
|
— |
|
|
|
273,000 |
|
| Ying Wang |
|
|
— |
|
|
|
400,000 |
|
Activity in amounts due to related parties for the
year ended December 31, 2025 was as follows:
| |
|
Balance at January 1, 2025 |
|
|
Fair value changes / Foreign currency translation differences |
|
|
Debt waiver |
|
|
Balance at December 31, 2025 |
|
| |
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
| Zhiyou Wang |
|
|
236,575 |
|
|
|
3,680 |
|
|
|
(240,255 |
) |
|
|
— |
|
| Radiance Holding (HK) Limited |
|
|
273,000 |
|
|
|
360,600 |
|
|
|
(633,600 |
) |
|
|
— |
|
| Ying Wang |
|
|
400,000 |
|
|
|
— |
|
|
|
(400,000 |
) |
|
|
— |
|
Activity in amounts due to related parties includes
the effects of foreign currency translation for RMB-denominated balances and fair value remeasurement for obligations settled in the Company’s
ordinary shares.
During the year ended December 31, 2025, the Company
entered into waiver arrangements with certain related parties, pursuant to which previously outstanding obligations were irrevocably waived.
Zhiyou Wang, a former director of the Company’s
affiliated companies and a former shareholder of the Company, had previously provided loans to the Company’s PRC subsidiary to support
temporary working capital needs. The underlying balance represented RMB-denominated borrowings, and accordingly the U.S. dollar carrying
amount was affected by foreign currency translation adjustments during 2025. As of January 1, 2025, the balance due to Zhiyou Wang was
$236,575. During 2025, the Company recorded foreign currency translation differences of negative $3,680, and Mr. Wang irrevocably waived
the remaining balance of $240,255. Following the execution of the waiver arrangement, the related payable balance was fully derecognized
as of December 31, 2025.
Radiance Holding (HK) Limited, a former shareholder
of the Company, had previously delivered 100,000 ADS (equivalent to 90,000 common shares) on behalf of the Company to an investment bank.
As of January 1, 2025, the related obligation was recorded at $273,000. Because the obligation was to deliver the Company’s ordinary
shares, the carrying amount was remeasured during 2025 based on changes in the Company’s share price, resulting in an increase of
$360,600. During 2025, Radiance Holding (HK) Limited entered into a waiver agreement with the Company, pursuant to which it irrevocably
waived all rights to receive such 90,000 common shares and confirmed that no further claims remained against the Company. As a result,
the Company derecognized the full related obligation of $633,600 during the year ended December 31, 2025.
Ying Wang, who is associated with Zhiyou Wang, had
previously extended loans to the Company to support working capital requirements. As of January 1, 2025, the balance due to Ying Wang
was $400,000. During 2025, Ms. Wang entered into a debt waiver agreement with the Company, pursuant to which she irrevocably waived the
full outstanding balance. Following the execution of the waiver arrangement, the Company derecognized the related payable balance in full
as of December 31, 2025.
The waivers described above were entered into in light
of historical events that resulted in significant losses to the Company and were intended to fully and finally settle the related party
obligations. The Company did not provide any consideration in exchange for such waivers. Accordingly, the derecognition of the related
party obligations was recorded as a gain on debt forgiveness within other income in the consolidated statements of operations for the
year ended December 31, 2025.
Director independence:
We have five directors on our Board of Directors,
three of whom are independent directors: Alan Curtis, Hui Cheng, and Peter Nobel.
Foreign
Private Issuer Status:
We
are incorporated in the Cayman Islands and our corporate governance practices are governed by applicable Cayman Islands law. In addition,
because our ordinary shares are listed on Nasdaq, we are subject to Nasdaq’s corporate governance requirements. Nasdaq Listing
Rule 5615(a)(3) permits a foreign private issuer like us to follow home country practices in lieu of certain requirements of Rule 5600,
provided that such foreign private issuer discloses in its annual report filed with the SEC each requirement of Rule 5600 that it does
not follow and describes the home country practice followed in lieu of such requirement.
We
have informed Nasdaq that we will follow home country practice in place of all of the requirements of Rule 5600 other than those rules
which we are required to follow pursuant to the provisions of Rule 5615(a)(3). Certain of such requirements of Rule 5600 are as follows:
| ● | Rule
5605(b), pursuant to which (i) a majority of the board of directors must be comprised of
Independent Directors, and (ii) the Independent Directors must have regularly scheduled meetings
at which only Independent Directors are present. |
| | | |
| ● | Rule
5605(c) (other than those parts as to which the home country exemption is not applicable),
pursuant to which each company must have, and certify that it has and will continue to have,
an audit committee of at least three members, each of whom must meet criteria set forth in
Rule 5605(c)(2)(A). |
| | | |
| ● | Rule
5605(d), pursuant to which each company must (i) certify that it has adopted a formal written
compensation committee charter and that the compensation committee will review and reassess
the adequacy of the formal written charter on an annual basis, and (ii) have a compensation
committee of at least two members, each of whom must be an Independent Director. |
| | | |
| ● | Rule
5605(e), pursuant to which director nominees must be selected, or recommended for the Board’s
selection, either by Independent Directors constituting a majority of the Board’s Independent
Directors in a vote in which only Independent Directors participate, or a nominations committee
comprised solely of Independent Directors. |
| | | |
| ● | Rule
5610, pursuant to which each company shall adopt a code of conduct applicable to all directors,
officers and employees. |
| | | |
| ● | Rule
5620(a), pursuant to which each company listing common stock or voting preferred stock, or
their equivalents, shall hold an annual meeting of shareholders no later than one year after
the end of the issuer’s fiscal year-end. |
| | | |
| ● | Rule
5620(b), pursuant to which each company shall solicit proxies and provide proxy statements
for all meetings of shareholders and shall provide copies of such proxy solicitation to Nasdaq. |
| | | |
| ● | Rule
5620(c), pursuant to which each company that is not a limited partnership shall provide for
a quorum as specified in its by-laws for any meeting of the holders of common stock; provided,
however, that in no case shall such quorum be less than 33⅓% of the outstanding shares
of the company’s common voting stock. |
| | | |
| ● | Rule
5630, pursuant to which each company that is not a limited partnership shall conduct an appropriate
review and oversight of all related party transactions for potential conflict of interest
situations on an ongoing basis by the company’s audit committee or another independent
body of the board of directors. |
| | | |
| ● | Rule
5635(a), pursuant to which shareholder approval is required in certain circumstances prior
to an issuance of securities in connection with the acquisition of the stock or assets of
another company. |
| | | |
| ● | Rule
5635(b), pursuant to which shareholder approval is required prior to the issuance of securities
when the issuance or potential issuance will result in a change of control of the company. |
| ● | Rule
5635(c), pursuant to which shareholder approval is required prior to the issuance of securities
when a stock option or purchase plan is to be established or materially amended or other
equity compensation arrangement made or materially amended, pursuant to which stock may be
acquired by officers, directors, employees, or consultants, subject to certain exceptions. |
| | | |
| ● | Rule
5635(d), pursuant to which shareholder approval is required prior to a “20% Issuance,”
as defined in such rule, at a price that is less than the “Minimum Price,” as
defined in such rule. A “20% Issuance” means a transaction, other than a public
offering as defined in IM-5635-3, involving the sale, issuance or potential issuance by the
company of common stock (or securities convertible into or exercisable for common stock),
which alone or together with sales by officers, directors or Substantial Shareholders of
the company equals 20% or more of the common stock or 20% or more of the voting power outstanding
before the issuance. “Minimum Price” means a price that is the lower of: (i)
the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the
signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the
common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding
the signing of the binding agreement. |
Our Audit Committee consists of Hui Cheng, Alan Curtis
and Peter Nobel, with Hui Cheng as Chair of the Audit Committee, effective September 15, 2025. We have determined that all the members
of our Audit Committee satisfy the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq Marketplace
Rule 5605(a) and that Hui Cheng is an audit committee financial expert as defined in the instructions to Item 16A of the Form 20-F. Hui
Cheng serves as the chairperson of the audit committee.
Our Compensation Committee consists of Hui Cheng,
Alan Curtis and Peter Nobel, with Hui Cheng as the Chair of the Compensation Committee, effective September 15, 2025. We have determined
that all the members of our Compensation Committee satisfy the “independence” requirements of Rule 5605(a) of Nasdaq Stock
Market Marketplace Rules.
Our nominating and corporate governance committee
consists of Hui Cheng, Alan Curtis and Peter Nobel, with Hui Cheng as the Chair of the nominating and corporate governance committee,
effective September 15, 2025. We have determined that all the members of our compensation committee satisfy the “independence”
requirements of Rule 5605(a) of Nasdaq Stock Market Marketplace Rules.
PART
IV.
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The
exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the exhibit list of the Original
Form 10-K. The following list of exhibits sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated
herein by reference in response to this Item.
| Exhibit
Number |
|
Description |
| 31.1* |
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended |
| 31.2* |
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended |
101*
104 |
|
Interactive
Data File pursuant to Rule 405 of Regulation S-T.
Cover
Page Interactive Data File (formatted as Inline iXBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
Chaince Digital Holdings Inc. |
| |
|
(Registrant) |
| |
|
|
| Date: August 10, 2026 |
By: |
/s/
Shi Qiu |
| |
|
Shi Qiu |
| |
|
Chief Executive Officer and Director |
