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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): August 8, 2026
Chaince
Digital Holdings Inc. |
(Exact
Name of Registrant as Specified in Charter)
|
Cayman
Islands |
|
001-36896 |
|
N/A 00-0000000 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1251
Avenue of the Americas, Floor 41, New York, NY 10020
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (949) 678-9653
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Ordinary
Shares, par value US$0.004 per share |
|
CD |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
August 8, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with certain purchasers (collectively, the “Purchasers”) named on the signature pages thereto,
pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of
30,560,000 Ordinary Shares, par value US$0.004 per share (the “Ordinary Shares”), at a purchase price of US$0.53 per Ordinary
Share.
The
Ordinary Shares were offered pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-287428),
originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2025, as subsequently amended, and
declared effective by the SEC on June 27, 2025, including the prospectus forming a part thereof, as supplemented by a prospectus supplement
dated August 10, 2026 relating to the Offering.
The
closing of the Offering occurred on August 11, 2026, in accordance with the terms and conditions set forth in the Securities Purchase
Agreement. Upon the closing, the Company received aggregate gross proceeds of US$16,196,800 before deducting offering expenses. A portion
of the purchase price was paid in USDT and USDC, each of which was treated as functionally equivalent to U.S. dollars on a 1:1 basis
pursuant to the Securities Purchase Agreement. The Company intends to use the net proceeds from the Offering for its digital asset
reserve, working capital and/or general corporate purposes.
The
Securities Purchase Agreement contains customary representations and warranties, covenants, closing conditions and termination rights.
The
foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the form of Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
After
the closing of the Offering and completion of the issuance of the Ordinary Shares, the Company had a total of 110,003,800 Ordinary Shares
issued and outstanding, consisting of 79,443,800 Ordinary Shares issued and outstanding immediately prior to the closing and 30,560,000
Ordinary Shares issued in the Offering.
Ogier,
Cayman Islands counsel to the Company, delivered an opinion regarding the validity of the Ordinary Shares issued and sold in the Offering,
a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item
8.01. Other Events.
On
August 10, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
5.1
|
|
Opinion of Ogier
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of August 8, 2026, by and among Chaince Digital Holdings Inc. and the Purchasers party thereto |
| 99.1 |
|
Press Release, dated August 10, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
August 11, 2026
| |
CHAINCE
DIGITAL HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Shi Qiu |
| |
Name: |
Shi
Qiu |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Chaince
Digital Holdings Inc. (Nasdaq: CD) Announces Approximately $16.2 Million Registered Direct Offering to Advance Its Digital Asset and
Capital Markets Strategy Offering expected to strengthen balance sheet and support digital asset management, real-world asset tokenization,
and the Company’s regulated capital markets platform
NEW
YORK, Aug. 10, 2026 (GLOBE NEWSWIRE) -- Chaince Digital Holdings Inc. (Nasdaq: CD) (“Chaince Digital” or the “Company”)
(formerly Mercurity Fintech Holding Inc.), a digital finance and technology company focused on tokenization, on-chain innovation, and
regulated brokerage services, today announced that it has entered into securities purchase agreements with certain investors for the
purchase and sale of 30,560,000 ordinary shares in a registered direct offering, for aggregate gross proceeds of approximately $16.2
million (including purchases made in USDC), before deducting offering expenses. The closing of the offering is expected to occur on or
about August 11, 2026, subject to the satisfaction of customary closing conditions. Additional terms of the offering will be set forth
in the prospectus supplement to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
The
Company intends to use the net proceeds from the offering for working capital and general corporate purposes, which may include supporting
the Company’s institutional growth strategy. The financing is intended to strengthen Chaince Digital’s capital position across
its three core business pillars: expanding institutional-grade digital asset management and on-chain treasury operations; advancing real-world
asset tokenization infrastructure and partnerships to bring regulated financial products on-chain; and scaling the underwriting, advisory,
and brokerage franchise of Chaince Securities, LLC, the Company’s FINRA-registered broker-dealer subsidiary.
Shi
Qiu, Chief Executive Officer of Chaince Digital Holdings Inc., commented, “We believe institutional demand for regulated, on-chain
financial products is developing faster than the infrastructure available to serve it, and that this is the right moment to build ahead
of that demand rather than react to it. We intend to be disciplined stewards of this capital — deploying it where our regulatory
foundation and our technology reinforce one another — because we believe that discipline, more than any single initiative, is what
compounds value for shareholders over time.”
The
securities described above are being offered pursuant to the Company’s effective shelf registration statement on Form F-3 (File
No. 333-287428), which was initially filed with the SEC on May 20, 2025 and declared effective on June 27, 2025. The offering is
being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
A prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and will be available on
the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or jurisdiction.
About
Chaince Digital Holdings Inc.
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 Digital 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, including
but not limited to statements regarding the expected closing of the offering, the anticipated use of proceeds and the Company’s
business strategy and growth initiatives. 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. In particular, the completion of the offering is subject to the satisfaction of customary closing
conditions, and there can be no assurance that the offering will be completed on the anticipated timeline or at all, or that the net
proceeds will be applied as currently anticipated. 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.
Contacts:
International
Elite Capital Inc.
Annabelle
Zhang
Tel:
+1(646) 866-7928
Email:
chaince@iecapitalusa.com
