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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): September 21, 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
September 21, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Warrant Repurchase Cancellation and Release
Agreement (the “Agreement”) with the holders of warrants issued in connection with the Company’s private placement
on November 30, 2023 (the “Holders”).
Pursuant
to the Agreement, the Company repurchased and permanently canceled all of the warrants held by the Holders for aggregate cash consideration
of US$2.0 million. No ordinary shares were issued in the transaction, and none of the warrants had been exercised. The transaction closed
on September 21, 2026. Following the cancellation, the Company has no warrants outstanding.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Agreement
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
8.01. Other Events.
On
September 24, 2026, the Company issued a press release announcing the repurchase and cancellation of the warrants. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Warrant Repurchase Cancellation and Release Agreement |
| 99.1 |
|
Press Release, dated September 24, 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:
September 24, 2026
| |
CHAINCE
DIGITAL HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Shi Qiu |
| |
Name: |
Shi Qiu |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Chaince
Digital Repurchases and Cancels Warrants for US$2.0 Million in Cash
No
Shares Issued; Company Has No Warrants Outstanding Following Cancellation
NEW
YORK, Sept. 24, 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 and closed the transactions under a Warrant Repurchase Cancellation
and Release Agreement (the “Agreement”) with the holders of the warrants issued in its private placement priced on November
30, 2023 (the “Holders”). The Agreement was executed and the transaction closed on September 21, 2026.
Under
the Agreement, the Company repurchased and permanently canceled all of the warrants held by the Holders for aggregate cash consideration
of US$2.0 million. No shares were issued in the transaction, and none of the warrants had been exercised. The Holders also released the
Company and certain related persons from claims arising from the warrants, subject to the exceptions set forth in the Agreement. As a
result of the cancellation, the Company no longer has any contractual obligation to issue or reserve ordinary shares under the warrants,
eliminating the potential dilution associated with them.
Following
the cancellation, the Company has no warrants outstanding.
Shi
Qiu, Chief Executive Officer of Chaince Digital Holdings Inc., commented, “We retired the warrants held by the Holders in full
for a fixed cash payment, without issuing a single new share. We believe the transaction represents a disciplined use of capital, and
that a capitalization with no warrants outstanding is more straightforward for shareholders to evaluate as we continue to execute on
our tokenization, on-chain innovation and regulated brokerage strategy.”
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which will be filed as an exhibit to a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange
Commission (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 any securities, nor shall there be any sale
of 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) 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 anticipated benefits of the warrant repurchase and cancellation, the Company’s capital
structure 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. 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
