Chaince Digital (NASDAQ: CD) to sell $5,031,000 in new shares

Rhea-AI Filing Summary

Chaince Digital Holdings Inc. agreed to sell 6,500,000 ordinary shares at a purchase price of $0.774 per share to certain non-U.S. investors, for a total purchase price of $5,031,000. The transaction is structured as a private offshore offering under Rule 903 of Regulation S.

The closing of this unregistered equity Offering is expected to occur on or before March 12, 2026, under a Securities Purchase Agreement that includes customary representations, warranties, covenants and conditions for a deal of this type.

Insights

Capital markets analyst

Chaince Digital arranges a $5,031,000 offshore equity raise under Regulation S.

Chaince Digital Holdings Inc. entered a Securities Purchase Agreement with non-U.S. investors to sell 6,500,000 ordinary shares at $0.774 per share, totaling $5,031,000. As a Regulation S Offering under Rule 903, the shares are sold outside the United States to non-U.S. purchasers.

This transaction brings new equity capital into the company while increasing the share count, which can dilute existing holders. The agreement is described as containing customary representations, warranties, covenants and conditions, suggesting a standard private placement structure rather than highly bespoke terms.

The Offering is expected to close on or before March 12, 2026, subject to those conditions being satisfied. Subsequent company disclosures may detail how the new cash balance and expanded equity base affect operations, strategy, or future financing flexibility.

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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): February 25, 2026

Chaince Digital Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
Cayman Islands		001-36896		00-0000000 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 1.01 Entry Into a Material Definitive Agreement.

On February 25, 2026 (the “Execution Date”), Chaince Digital Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain non-U.S. investors (the “Purchasers”), pursuant to which the Comnpany agreed to sell an aggregate of 6,500,000 ordinary shares of the Company par value $0.004 per share, at a purchanse 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 is expected to occur on or before March 12, 2026.

The Securities Purchase Agreement contains representations and warranties, covenants and conditions, customary for transactions of this type.

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 hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Form 8-K about the Offering and the Securities Purchase Agreement related thereto is hereby incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated February 25, 2026, by and among the Company and the Purchasers.
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: February 27, 2026

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

FAQ

What equity Offering did Chaince Digital Holdings Inc. (CD) announce?

Chaince Digital Holdings Inc. agreed to sell 6,500,000 ordinary shares to certain non-U.S. investors for a total purchase price of $5,031,000. The shares are priced at $0.774 each and are being sold through a private offshore transaction relying on Regulation S.

At what price is Chaince Digital (CD) selling new ordinary shares?

Chaince Digital is selling its ordinary shares at a purchase price of $0.774 per share. This price applies to 6,500,000 ordinary shares being sold to non-U.S. investors, resulting in total expected proceeds of $5,031,000 for the company under the Securities Purchase Agreement.

How many new shares is Chaince Digital Holdings Inc. (CD) issuing in this deal?

Chaince Digital Holdings Inc. agreed to issue and sell 6,500,000 ordinary shares to certain non-U.S. investors. These shares, each with a par value of $0.004 and a purchase price of $0.774, together represent an Offering size of $5,031,000 under the executed Securities Purchase Agreement.

When is Chaince Digital’s $5,031,000 Offering expected to close?

The Offering by Chaince Digital is expected to occur on or before March 12, 2026. Closing is governed by a Securities Purchase Agreement signed on February 25, 2026, which includes customary representations, warranties, covenants and conditions that must be satisfied for completion.

Under which securities law exemption is Chaince Digital (CD) conducting this share sale?

Chaince Digital is conducting the share sale in reliance on Rule 903 of Regulation S under the Securities Act of 1933. This exemption permits offerings made outside the United States to non-U.S. investors, allowing the company to complete the $5,031,000 transaction as an unregistered offshore Offering.

Who are the investors in Chaince Digital Holdings Inc.’s new Offering?

The investors in the Offering are described as certain non-U.S. investors referred to as the Purchasers. They will acquire 6,500,000 ordinary shares for $5,031,000 under a Securities Purchase Agreement containing customary terms for transactions of this type, executed on February 25, 2026.

Filing Exhibits & Attachments

28 documents

Agreements & Contracts

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