Chaince Digital (NASDAQ: CD) sells 6,500,000 shares for $5,031,000

Rhea-AI Filing Summary

Chaince Digital Holdings Inc. completed a private share sale to raise new capital from overseas investors. The company issued 6,500,000 ordinary shares at a price of $0.774 per share to six non-U.S. purchasers, generating total proceeds of $5,031,000.

The transaction was conducted under Regulation S, which allows offerings to non-U.S. investors, and was governed by a Securities Purchase Agreement. The offering closed on March 16, 2026, providing the company with additional funding without a public U.S. registration.

Insights

Capital markets analyst

Chaince raises $5,031,000 via offshore share sale.

Chaince Digital Holdings Inc. completed a Regulation S equity financing, issuing 6,500,000 ordinary shares at $0.774 per share to six non-U.S. investors for total proceeds of $5,031,000. This adds fresh capital without going through a registered U.S. public offering.

Because the shares were sold under Rule 903 of Regulation S, they were placed outside the United States, which can streamline execution and documentation compared with a fully registered U.S. deal. The Securities Purchase Agreement, referenced as an exhibit, defines detailed terms and investor protections.

The impact for existing shareholders depends on how the new capital is ultimately deployed and the relative size of this issuance versus the current share base, which is not detailed here. Subsequent company communications and periodic reports can provide more context on capital use and any strategic initiatives funded.

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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): March 16, 2026

Chaince Digital Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-36896		00-0000000N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1251 Avenue of the Americas, Fl 41, New York, NY 10019

(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
Common Shares, par value US$0.004 per share		CD		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 3.02. Unregistered Sales of Equity Securities.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with six non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to sell an aggregate of 6,500,000 ordinary shares of the Company, par value $0.004 per share, at a purchase price of $0.774 per ordinary share, for a total purchase price of $5,031,000 (the “Offering”), in reliance upon the exemption provided by Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended. The Offering closed on March 16, 2026.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is attached as Exhibit 10.1 to the Form 8-K filed on February 27, 2026.

Item 8.01. Other Events.

The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

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: March 19, 2026

	CHAINCE DIGITAL HOLDINGS INC.
	By:	/s/ Shi Qiu
	Name:	Shi Qiu
	Title:	Chief Executive Officer

FAQ

What capital raise did Chaince Digital Holdings (CD) disclose?

Chaince Digital Holdings disclosed a completed equity financing. The company sold 6,500,000 ordinary shares at $0.774 per share to six non-U.S. investors, generating total gross proceeds of $5,031,000 under a Securities Purchase Agreement governed by Regulation S.

How many shares did Chaince Digital Holdings (CD) issue and at what price?

Chaince Digital Holdings issued 6,500,000 ordinary shares. Each share was sold at a purchase price of $0.774, resulting in total gross proceeds of $5,031,000 from the transaction with six non-U.S. investors under a Regulation S offering structure.

How much money did Chaince Digital Holdings (CD) raise in this transaction?

Chaince Digital Holdings raised total gross proceeds of $5,031,000. This came from selling 6,500,000 ordinary shares at $0.774 per share to six non-U.S. purchasers in a private offering conducted under Rule 903 of Regulation S of the Securities Act.

Who bought the new Chaince Digital Holdings (CD) shares?

The new shares were purchased by six non-U.S. investors. These purchasers acquired a total of 6,500,000 ordinary shares at $0.774 per share in an offshore offering conducted under Rule 903 of Regulation S, rather than through a registered U.S. public sale.

When did the Chaince Digital Holdings (CD) share offering close?

The share offering closed on March 16, 2026. By that date, Chaince Digital Holdings had issued 6,500,000 ordinary shares at $0.774 per share to six non-U.S. investors, receiving total gross proceeds of $5,031,000 under the Securities Purchase Agreement.

What legal exemption did Chaince Digital Holdings (CD) use for this share sale?

The company relied on Rule 903 of Regulation S under the Securities Act. This exemption permits offers and sales of securities outside the United States to non-U.S. investors, allowing Chaince Digital Holdings to complete the $5,031,000 share sale without a U.S. registration statement.

Where can investors find the detailed terms of Chaince Digital Holdings’ (CD) offering?

The detailed terms are contained in the Securities Purchase Agreement. That agreement is referenced as Exhibit 10.1 to a prior filing dated February 27, 2026, which Chaince Digital Holdings incorporated by reference in this report describing the $5,031,000 Regulation S share sale.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB