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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): October 1, 2026
Chaince
Digital Holdings Inc. |
(Exact
Name of Registrant as Specified in Charter)
|
Cayman
Islands |
|
001-36896 |
|
N/A00-0000000 |
(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
October 1, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription
Agreement”) with Sentinel Strategic Holdings LP (“Sentinel”), pursuant to which the Company subscribed for a Class
A Limited Partnership Interest in Sentinel and made a capital commitment of US$20.0 million. The Company’s subscription was accepted
on behalf of Sentinel by Sentinel Strategic Holdings GP Ltd., its general partner.
Pursuant
to the Subscription Agreement, the Company’s capital commitment was required to be funded upon receipt of drawdown notices from
Sentinel’s general partner. After receiving a drawdown notice for the full amount of its US$20.0 million capital commitment, the
Company funded its capital commitment in full on October 5, 2026.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to
the form of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
This
report on Form 8-K is incorporated by reference into the Company’s Registration Statement on Form F-3 filed with the Securities
and Exchange Commission on May 20, 2025 and last amended on June 26, 2025 (Registration No. 333-287428).
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Subscription Agreement between Chaince Digital Holdings Inc. and Sentinel Strategic Holdings LP |
| |
|
|
| 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:
October 6, 2026
| |
CHAINCE
DIGITAL HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Shi Qiu |
| |
Name: |
Shi
Qiu |
| |
Title: |
Chief
Executive Officer |
