CD 8-K
Chaince Digital Holdings Inc. (CD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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).
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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 3.02. | Unregistered Sales of Equity Securities. |
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with six non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to sell an aggregate of 6,500,000 ordinary shares of the Company, par value $0.004 per share, at a purchase 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 closed on March 16, 2026.
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 as Exhibit 10.1 to the Form 8-K filed on February 27, 2026.
| Item 8.01. | Other Events. |
The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
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: March 19, 2026
| CHAINCE DIGITAL HOLDINGS INC. | ||
| By: | /s/ Shi Qiu | |
| Name: | Shi Qiu | |
| Title: | Chief Executive Officer | |