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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): August 24, 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 |
|
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
5.07 Submission of Matters to a Vote of Security Holders.
On
August 24, 2026, Chaince Digital Holdings Inc. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the
“Annual Meeting”). As of July 14, 2026, the record date for the Annual Meeting, there were 79,443,800 ordinary shares of
the Company outstanding and entitled to vote at the Annual Meeting. At least 48,690,915 ordinary shares were represented at the Annual
Meeting in person or by proxy, representing approximately 61.29% of the total outstanding ordinary shares as of the record date and constituting
a quorum.
At
the Annual Meeting, the Company’s shareholders voted on the matters described below. The final voting results were as follows:
Proposal
One – Election of Directors
The
Company’s shareholders elected or re-elected, as applicable, the following five directors to the Board of Directors of the Company
(the “Board”): Dr. Alan Curtis and Mr. Hui Cheng were re-elected as independent directors; Mr. Shi Qiu was re-elected as
a director; Mr. Jialin Li was elected as an independent director as the successor to Mr. Peter Nobel; and Mr. Gregory McGillis was elected
as an additional director. Each director will hold office until his successor is elected or appointed or his office is otherwise vacated
in accordance with the Company’s memorandum and articles of association then in effect.
The
voting results for each director nominee were as follows:
| Director Nominee | |
Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| Dr. Alan Curtis | |
47,574,833 | |
1,115,535 | |
546 | |
N/A |
| Mr. Hui Cheng | |
47,101,604 | |
1,588,240 | |
1,070 | |
N/A |
| Mr. Shi Qiu | |
48,670,209 | |
18,517 | |
2,188 | |
N/A |
| Mr. Jialin Li | |
48,655,403 | |
33,274 | |
2,238 | |
N/A |
| Mr. Gregory McGillis | |
48,683,242 | |
6,008 | |
1,664 | |
N/A |
Proposal
Two – Ratification of Independent Registered Public Accounting Firm
The
Company’s shareholders ratified the selection of Tang Qian & Associates PLLC as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 48,678,953 | |
10,130 | |
1,832 | |
N/A |
Proposal
Three – Increase in Authorized Share Capital
The
Company’s shareholders approved, by way of an ordinary resolution, an increase in the authorized share capital of the Company from
US$4,000,000 divided into 1,000,000,000 ordinary shares, par value US$0.004 per share, to US$80,000,000 divided into 20,000,000,000 ordinary
shares, par value US$0.004 per share, by the creation of an additional 19,000,000,000 ordinary shares, par value US$0.004 per share,
ranking pari passu in all respects with the existing ordinary shares, and the corresponding amendment to Clause 6 of the Company’s
Fifth Amended and Restated Memorandum of Association.
The
voting results were as follows:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 46,892,493 | |
1,796,709 | |
1,714 | |
N/A |
Proposal
Four – Authorization to Effect Share Consolidations
The
Company’s shareholders approved, by way of an ordinary resolution, authorization for the Board, in its discretion and without further
shareholder approval, to effect one or more share consolidations (reverse stock splits) of the Company’s issued and unissued ordinary
shares at any time or from time to time on or before the third anniversary of the date of the Annual Meeting, at a ratio or ratios of
not less than 2:1 and not greater than 200:1 for each share consolidation, provided that the aggregate cumulative ratio of all such share
consolidations shall not be greater than 4,000:1, and to determine the treatment of fractional shares and make any corresponding proportionate
adjustments to the number of authorized ordinary shares and the par value of each ordinary share to the extent permitted by Cayman Islands
law and the Company’s memorandum and articles of association then in effect.
The
voting results were as follows:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 47,103,367 | |
1,585,862 | |
1,687 | |
N/A |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Date:
August 25, 2026 |
CHAINCE DIGITAL HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Shi Qiu |
| |
Name: |
Shi
Qiu |
| |
Title: |
Chief
Executive Officer |
