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2026-03-16
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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.
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 |
