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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): January
23, 2026
Chaince
Digital Holdings Inc.
(Exact
Name of Registrant as Specified in Charter)
Cayman
Islands |
|
001-36896 |
|
N/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
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Previous Independent Registered Public Accounting Firm
On
January 23, 2026, Chaince Digital Holdings Inc. (the “Company”) dismissed OneStop Assurance PAC (“OneStop”) as
the Company’s independent registered public accounting firm, effective immediately. OneStop, a Singapore-based firm that is registered
with the Public Company Accounting Oversight Board (PCAOB), determined that it could not continue to serve as the Company’s independent
registered public accounting firm because the Company’s principal executive offices are located in the United States.
The
audit reports of OneStop on the Company’s consolidated financial statements for each of the two fiscal years ended December 31,
2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles.
The
decision to change the Company’s independent registered public accounting firm was approved by the Audit Committee of the Board
of Directors of the Company.
During
the Company’s two most recently completed fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through
the date of dismissal, there were no disagreements between the Company and OneStop on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of OneStop,
would have caused OneStop to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s
financial statements. During the Company’s two most recently completed fiscal years ended December 31, 2024 and 2023 and the subsequent
interim period through the date of dismissal, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation
S-K).
The
Company provided OneStop with a copy of this report on Form 8-K in accordance with Item 304(a)(3) of Regulation S-K prior to its filing
with the Securities and Exchange Commission and requested that OneStop furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does
not agree. A copy of OneStop’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
January 24, 2026, following the approval of the Audit Committee of the Board of Directors, the Company appointed Tang Qian & Associates
(“Tang Qian”) as the Company’s new independent registered public accounting firm for and with respect to the year ended
December 31, 2025.
During
the Company’s two most recently completed fiscal years and through the date of the Company’s appointment of Tang Qian, the
Company did not consult with Tang Qian regarding: (i) the application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written
or oral advice was provided by Tang Qian that was an important factor considered by the Company in reaching a decision as to accounting,
auditing or financial reporting issues, or (ii) any matter that was either the subject of a disagreement or event, as set forth in Item
304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.
Item
8.01. Other Events.
On
January 26, 2026, the Board of Directors of the Company determined that the Company will cease reporting as a foreign private issuer
and will instead file periodic reports with the Securities and Exchange Commission (the “SEC”) as a domestic issuer on a
voluntary basis.
The
Company currently qualifies as a foreign private issuer under Rule 3b-4 of the Securities Exchange Act of 1934, as amended. Beginning
with its annual report for the fiscal year ended December 31, 2025, the Company expects to file its annual report on Form 10-K and to
file its quarterly reports on Form 10-Q and current reports on Form 8-K, in each case in lieu of Form 20-F and Form 6-K, respectively.
The
information contained under this Item 8.01 in this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter to the Securities and Exchange Commission from OneStop Assurance PAC regarding the matters disclosed in Item 4.01 of this Current Report on Form 8-K. |
| 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:
January 28, 2026
| |
CHAINCE
DIGITAL HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Shi Qiu |
| |
Name: |
Shi
Qiu |
| |
Title: |
Chief
Executive Officer |
