Chaince Digital Holdings Inc 10-Q for FY2026 Q1
Chaince Digital Holdings Inc. (CD)
About this 10-Q
Chaince Digital Holdings Inc filed this 10-Q on May 14, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $507.55K
- up 1924.9% from $25.07K a year earlier
- Net loss
- $1.35M
- compared with a net loss of $1.3M a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from _____ to _____
Commission
File Number
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of ordinary shares of the registrant outstanding as of May 11, 2026 was .
CHAINCE DIGITAL HOLDINGS INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2026
| i |
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. In some cases, these forward-looking statements can be identified by words or phrases such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “going forward,” “intend,” “ought to,” “plan,” “project,” “potential,” “seek,” “may,” “might,” “can,” “could,” “will,” “would,” “shall,” “should,” “is likely to” and the negative form of these words and other similar expressions. The forward-looking statements included in this Quarterly Report relate to, among others:
| ● | our business strategies and objectives; | |
| ● | the development and growth of our financial services and advisory businesses, including capital markets advisory, brokerage and related professional services; | |
| ● | our ability to expand our client base, strengthen strategic partnerships and enhance our service offerings; | |
| ● | our expectations regarding the demand for financial advisory and capital markets services; | |
| ● | competition within the financial services and advisory industry; and | |
| ● | general economic, financial market and business conditions that may affect our operations and financial performance. |
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations could later be found to be incorrect. Our actual results could be materially different from our expectations. You should thoroughly read this Quarterly Report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.
Foreign Private Issuer Status
The Company currently qualifies as a “foreign private issuer” under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Beginning with its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company has voluntarily elected to file periodic and current reports with the Securities and Exchange Commission (the “SEC”) using domestic issuer forms, including Forms 10-K, 10-Q and 8-K, in lieu of forms customarily used by foreign private issuers, including Forms 20-F and 6-K.
| 1 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for number of shares and per share data)
| Note | March 31, 2026 | December 31, 2025 | ||||||||
| ASSETS: | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | 6 | |||||||||
| Clearing deposit | ||||||||||
| Short-term investments | 7 | |||||||||
| Stablecoins | 8 | |||||||||
| Digital assets | 9 | |||||||||
| Accounts receivable | ||||||||||
| Interest receivable | ||||||||||
| Prepaid expenses and other current assets, net | 10 | |||||||||
| Current assets of discontinued operations | 5 | |||||||||
| Total current assets | $ | $ | ||||||||
| Non-current assets: | ||||||||||
| Operating right-of-use assets, net | 12 | |||||||||
| Property and equipment, net | ||||||||||
| Intangible assets, net | ||||||||||
| Deferred tax assets | 13 | |||||||||
| Security deposit | ||||||||||
| Other long-term investments | ||||||||||
| Total non-current assets | $ | $ | ||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY: | ||||||||||
| Current liabilities: | ||||||||||
| Deferred revenue | ||||||||||
| Accrued expenses and other current liabilities | 11 | |||||||||
| Operating lease liabilities | 12 | |||||||||
| Current liabilities of discontinued operations | 5 | |||||||||
| Total current liabilities | $ | $ | ||||||||
| 2 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
| Note | March 31, 2026 | December 31, 2025 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (CONTINUED): | ||||||||||
| Non-current liabilities: | ||||||||||
| Lease liabilities | 12 | |||||||||
| Deferred tax liabilities | 13 | |||||||||
| Total non-current liabilities | $ | $ | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||||
| Commitments and contingencies | 17 | |||||||||
| Shareholders’ equity: | ||||||||||
| Ordinary shares ($ par value, shares authorized as of March 31, 2026, and shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively) | 14 | |||||||||
| Subscription receivable | 14 | ( | ) | |||||||
| Additional paid-in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive income | ||||||||||
| Total shareholders’ equity | $ | $ | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In U.S. dollars, except for number of shares and per share data)
| Note | 2026 | 2025 | ||||||||
| For the three months ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Revenue: | ||||||||||
| Financial services and advisory businesses | 2 | |||||||||
| Total revenue | $ | $ | ||||||||
| Cost of revenue: | ||||||||||
| Financial services and advisory businesses | 2 | ( | ) | ( | ) | |||||
| Total cost of revenue | $ | ( | ) | $ | ( | ) | ||||
| Gross profit | $ | $ | ( | ) | ||||||
| Operating expenses: | ||||||||||
| Sales and marketing | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ||||||
| Research and development | ( | ) | ||||||||
| Provision for doubtful accounts | ||||||||||
| Loss on market price of stablecoins and digital assets | 8, 9 | ( | ) | ( | ) | |||||
| Total operating expenses | $ | ( | ) | $ | ( | ) | ||||
| Operating loss from continuing operations | $ | ( | ) | $ | ( | ) | ||||
| Interest income/(expenses), net | ||||||||||
| Other (expenses)/income, net | ( | ) | ||||||||
| (Loss)/gain from market price of short-term investment | ( | ) | ||||||||
| Loss before provision for income taxes | $ | ( | ) | $ | ( | ) | ||||
| Income tax benefits | 13 | |||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | ||||
| Discontinued operations: | ||||||||||
| Loss from discontinued operations | 5 | ( | ) | ( | ) | |||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||
| Net loss attributable to holders of ordinary shares of Chaince Digital Holdings Inc. | $ | ( | ) | $ | ( | ) | ||||
| 4 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
| For the three months ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Numerator | ||||||||||
| Net loss attributable to holders of ordinary shares of Chaince Digital Holdings Inc. | $ | ( | ) | $ | ( | ) | ||||
| Continuing operations | ( | ) | ( | ) | ||||||
| Discontinued operations | ( | ) | ( | ) | ||||||
| Denominator | ||||||||||
| Weighted average shares used in calculating basic net loss per ordinary share | 16 | |||||||||
| Weighted average shares used in calculating diluted net loss per ordinary share | 16 | |||||||||
| Net loss per ordinary share | ||||||||||
| Basic | 16 | ( | ) | ( | ) | |||||
| Diluted | 16 | ( | ) | ( | ) | |||||
| Net loss per ordinary share from continuing operation | ||||||||||
| Basic | 16 | ( | ) | ( | ) | |||||
| Diluted | 16 | ( | ) | ( | ) | |||||
| Net loss per ordinary share from discontinued operation | ||||||||||
| Basic | 16 | ( | ) | ( | ) | |||||
| Diluted | 16 | ( | ) | ( | ) | |||||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
| For the three months ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||
| Change in cumulative foreign currency translation adjustment | ( | ) | ( | ) | ||||||
| Change in deregistration of subsidiaries | ||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In U.S. dollars, except for number of shares and per share data)
| of shares | Amount | capital | deficit | income/(loss) | receivables | equity | equity | |||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| Chaince | ||||||||||||||||||||||||||||||||
| Accumulated | Digital | |||||||||||||||||||||||||||||||
| Ordinary shares | Additional | other | Holdings Inc. | Total | ||||||||||||||||||||||||||||
Number | paid-in | Accumulated | comprehensive | Subscription | shareholders’ | shareholders’ | ||||||||||||||||||||||||||
| of shares | Amount | capital | deficit | income/(loss) | receivables | equity | equity | |||||||||||||||||||||||||
| Balance as of January 1, 2026 | ( | ) | | | ||||||||||||||||||||||||||||
| Share-based compensation (Note 15) | ||||||||||||||||||||||||||||||||
| Issuance of shares in the private placement (Note 14) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of shares as a consideration for professional services (Note 15) | — | |||||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as of March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| 7 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In U.S. dollars, except for number of shares and per share data)
| of shares | Amount | capital | deficit | income | equity | equity | ||||||||||||||||||||||
Total Chaince | ||||||||||||||||||||||||||||
| Accumulated | Digital | |||||||||||||||||||||||||||
| Ordinary shares | Additional | other | Holdings Inc. | Total | ||||||||||||||||||||||||
| Number | paid-in | Accumulated | comprehensive | shareholders’ | shareholders’ | |||||||||||||||||||||||
| of shares | Amount | capital | deficit | income | equity | equity | ||||||||||||||||||||||
| Balance as of January 1, 2025 | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||
| Issuance of shares in the private placement (Note 14) | ||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Foreign currency translation | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| 8 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars, except for number of shares and per share data)
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Less: Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Provision for doubtful accounts | ( | ) | ||||||
| Depreciation of property and equipment | ||||||||
| Exchange gains and losses | ( | ) | ( | ) | ||||
| Loss/(gain) from market price of short-term investment | ( | ) | ||||||
| Loss on market price of stablecoins and digital assets | ||||||||
| Interest income from short-term investment and providing loans | ( | ) | ( | ) | ||||
| Interest cost of convertible note and borrowing Filecoins | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||||
| Clearing deposit | ||||||||
| Accounts receivable, net of allowance | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Right-of-use assets | ||||||||
| Deferred tax assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Advance from customers and deferred revenues | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities in continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net cash used in operating activities in discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| 9 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from investing activities: | ||||||||
| Cash from receiving short-term investment interests and dividends | ||||||||
| Payments for purchasing digital assets | ( | ) | ||||||
| Payments for purchasing property and equipment | ( | ) | ||||||
| Cash paid for short-term investments | ( | ) | ( | ) | ||||
| Net cash (used in)/provided by investing activities in continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net cash provided by investing activities in discontinued operations | ||||||||
| Net cash (used in)/provided by investing activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from financing activities: | ||||||||
| Issuance of ordinary shares | ||||||||
| Convertible notes | ( | ) | ||||||
| Financing costs | ( | ) | ||||||
| Net cash provided by financing activities in continuing operations | $ | $ | ||||||
| Net cash provided by financing activities in discontinued operations | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes by continuing operations | ||||||||
| Effect of exchange rate changes by discontinued operations | ||||||||
| Effect of exchange rate changes | $ | $ | ||||||
| Increase in cash and cash equivalents | $ | $ | ||||||
| Cash and cash equivalents, beginning of the period | $ | $ | ||||||
| Cash and cash equivalents of continuing operations, end of the period | ||||||||
| Cash and cash equivalents of discontinued operations, end of the period | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 10 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
The Company’s current continuing operations are focused on financial services and advisory businesses.
Set forth below is a description of the Company’s principal business activities.
Financial services and advisory businesses
Since August 2022, the Company has operated in the financial services and advisory sector. Following the approval of Chaince Securities, LLC’s Continuing Membership Application (“CMA”) by the Financial Industry Regulatory Authority (“FINRA”) in March 2025, the financial services and advisory business has become the Company’s primary operating focus and a core component of its long-term strategy.
These activities are conducted primarily through the Company’s wholly owned subsidiary, Chaince Securities, Inc., and its affiliated entities. Chaince Securities, LLC, a subsidiary of Chaince Securities, Inc., is a FINRA-registered broker-dealer and registered investment advisor (“RIA”). Chaince Securities, LLC provides investment banking services and related business consulting services to companies pursuing securities offerings in the U.S. capital markets, as well as investment solutions to institutional investors, high-net-worth individuals, and emerging issuers globally. The operations team is based in New York, United States, and actively conducts business with clients primarily located in the United States.
In addition, Ucon Capital (HK) Limited (“Ucon”), together with its wholly owned subsidiary in the People’s Republic of China, Chaince (Shenzhen) Consulting Co., Ltd., provides business consulting and advisory services to clients in the Asia-Pacific region, with a focus on capital markets advisory, corporate restructuring, and related professional services.
Discontinued operations
Historically, the Company also conducted blockchain- and digital asset-related activities through Mercurity Fintech Technology Holding Inc. (“MFH Tech”), including distributed storage and computing services consisting primarily of Filecoin (“FIL”) mining operations.
In December 2022, the Company acquired certain Web3 decentralized storage infrastructure, including cryptocurrency mining servers and related equipment, and commenced Filecoin mining operations. These mining operations were located in New Jersey, United States, and were operated through a third-party data center service provider.
In December 2025, the Company’s Board of Directors approved a strategic decision to discontinue the Filecoin mining business, as such operations were no longer aligned with the Company’s long-term business strategy and capital allocation priorities. Following this decision, the Company ceased making new investments in Filecoin mining activities and initiated an orderly wind-down of the business.
On December 12, 2025, the Company entered into a comprehensive agreement pursuant to which substantially all Filecoin mining equipment was sold to a third party. Under the terms of the agreement, the Company leased back the equipment through April 30, 2026 solely to allow existing Filecoin mining nodes to naturally expire. Upon expiration of the mining nodes, the Company expects to fully exit Filecoin mining operations and settle all remaining obligations related to such activities.
MFH Tech will continue to exist as a legal entity following the completion of the wind-down process and may be used to conduct other digital asset-related or technology-enabled businesses in the future. The discontinuation relates solely to the Filecoin mining business and does not represent a liquidation or dissolution of MFH Tech.
The results of the Filecoin mining business have been classified as discontinued operations in the accompanying consolidated financial statements for all periods presented.
| 11 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
As of March 31, 2026, the Company’s subsidiaries are as follows:
SCHEDULE OF SUBSIDIARIES
| Date of | Place of | Percentage | ||||||
| acquisition/ | establishment/ | of legal | ||||||
| registration | incorporation | ownership | ||||||
| Subsidiaries: | ||||||||
| Chaince Securities, Inc. | % | |||||||
| Chaince Securities, LLC | % | |||||||
| Ucon Capital (HK) Limited | % | |||||||
| Chaince (Shenzhen) Consulting Co., Ltd. | % | |||||||
| Mercurity Fintech Technology Holding Inc. | % | |||||||
| *Aifinity Base Limited | % | |||||||
| * |
2. RECLASSIFICATIONS
Reclassification of digital assets
Certain prior-period amounts have been reclassified to conform to the current period presentation.
In prior periods, the Company presented its digital asset holdings, including Filecoin (“FIL”), within intangible assets in the consolidated balance sheets. In the accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2026, prior-period comparative amounts have been reclassified to present digital asset holdings separately from other intangible assets, consistent with the presentation guidance of ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets.
In addition, in connection with the Company’s decision to discontinue its Filecoin mining business in December 2025, certain FIL held in Filecoin node accounts associated with the mining operations have been reclassified to current assets of discontinued operations in the condensed consolidated balance sheets. These assets primarily consist of FIL pledged or otherwise restricted in the Company’s Filecoin node accounts in connection with mining activities. Accordingly, the comparative balance sheet amounts for prior periods have been reclassified to conform to the current presentation.
Reclassification of Revenue and Cost of Revenue Items
Certain prior-period amounts in the condensed consolidated statements of operations have been reclassified to conform to the current period presentation.
To better reflect the Company’s current business structure and operating focus, revenues previously presented in prior periods under categories such as “Business consultation services” and “Other services” have been combined and reclassified as “Financial services and advisory businesses.” This reclassification has been applied to the comparative prior-period presentation, including the three months ended March 31, 2025, to conform to the current period presentation.
This reclassification did not affect the Company’s previously reported total revenue, net loss, total assets, total liabilities, or cash flows for any period presented.
| 12 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Reclassification of discontinued operations
Certain prior-period amounts have been reclassified to reflect the presentation of the Company’s Filecoin mining business as discontinued operations.
Following the Company’s strategic decision in December 2025 to discontinue its Filecoin mining business, the results of operations of that business, which had previously been reported within “Distributed storage and computing services,” have been reclassified to discontinued operations. Accordingly, the comparative prior-period results of operations for the three months ended March 31, 2025 have been reclassified to present the Filecoin mining business as discontinued operations in the condensed consolidated statements of operations.
Cash flows attributable to the discontinued operations have also been reclassified and presented separately in the condensed consolidated statements of cash flows, and assets and liabilities directly associated with the discontinued operations have been reclassified and presented separately in the condensed consolidated balance sheets for all periods presented. See Note 5 — “Discontinued Operations.”
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern.
As
of March 31, 2026, the Company had an accumulated deficit of approximately $
As
of March 31, 2026, the Company had cash and cash equivalents of approximately $
In response to the conditions described above, management has implemented and continues to implement plans designed to improve the Company’s operating results and liquidity. These plans include (i) increasing customer acquisition efforts and expanding service offerings within the Company’s financial services and advisory businesses, which have become the Company’s primary revenue-generating activities, (ii) continuing to strengthen and expand the Company’s professional services team to support revenue growth and operational scalability, and (iii) pursuing selective growth opportunities in blockchain and digital asset solutions and AI-enabled intelligent manufacturing, where management believes the Company can leverage its existing expertise and infrastructure.
Management believes that these actions, together with the Company’s current liquidity position, will enable the Company to meet its obligations as they become due and support the continued execution of its business strategy. While management’s plans are subject to inherent uncertainties, including the Company’s ability to successfully attract new clients and execute its growth initiatives, management has concluded that the implementation of these plans, combined with the Company’s available cash resources, alleviates the substantial doubt previously identified regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements.
The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
| 13 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Basis of presentation and use of estimates
The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”).
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Group’s consolidated financial statements include, but are not limited to, allowance for credit losses, useful lives of property and equipment and intangible assets, impairment of long-lived assets, long-term investments and goodwill, the valuation of cryptocurrencies, realization of deferred tax assets, uncertain income tax positions, share-based compensation, valuation of contingent consideration from business combination and purchase price allocation for business combinations and asset acquisitions. Actual results could materially differ from those estimates.
Principle of consolidation
The consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries in which it has a controlling financial interest. The results of the subsidiaries are consolidated from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. All significant intercompany balances and transactions among the Company, its subsidiaries have been eliminated on consolidation.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications had no effect on previously reported total net loss, total assets, total liabilities, shareholders’ equity, or cash flows.
Business combinations
The Group accounts for its business combinations using the purchase method of accounting in accordance with ASC 805 (“ASC 805”), “Business Combinations”. The purchase method of accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Group acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. Contingent consideration is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value as of each reporting date until the contingency is resolved, and subsequent changes in fair value are recognized in earnings. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over, (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings.
If investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalized transaction costs, and does not result in the recognition of goodwill. The cost of the acquisition is allocated to the assets acquired on the basis of relative fair values.
Discontinued operations
Discontinued operations are reported in accordance with Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements—Discontinued Operations. A discontinued operation represents a component of the Company that has been disposed of or is classified as held for sale and that constitutes a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.
| 14 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The results of operations of a discontinued operation are presented separately from continuing operations in the consolidated statements of operations for all periods presented. Prior period financial information has been reclassified to conform to the current period presentation. Amounts reported as discontinued operations include revenues, costs, operating expenses, impairment losses, gains or losses on disposal, and other items that are directly attributable to the discontinued component.
Cash flows attributable to discontinued operations are presented separately from cash flows from continuing operations in the consolidated statements of cash flows. Prior period cash flow information has been reclassified to conform to the current period presentation.
Assets and liabilities directly associated with discontinued operations are presented separately on the face of the consolidated balance sheets as current or non-current assets of discontinued operations and current liabilities of discontinued operations, as applicable. The Company does not allocate general corporate overhead or shared costs to discontinued operations unless such costs are directly attributable to the discontinued component.
For foreign subsidiaries classified as discontinued operations, cumulative foreign currency translation adjustments related to such subsidiaries are reclassified from accumulated other comprehensive income to earnings upon disposal or substantial liquidation, in accordance with ASC 830, Foreign Currency Matters.
Foreign currency
The functional and reporting currency of the Company is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currencies of the Company’s U.S. subsidiaries, Chaince Securities, Inc., Chaince Securities, LLC, and Mercurity Fintech Technology Holding Inc., are U.S. dollars. The functional currency of the Company’s Hong Kong subsidiary, Ucon Capital (HK) Limited, is the U.S. dollar. The functional currency of the Company’s PRC subsidiary Chaince (Shenzhen) Consulting Co., Ltd is the Renminbi (“RMB”).
Transactions denominated in currencies other than the respective entities’ functional currencies are re-measured into the functional currencies, in accordance with Accounting Standards Codification (“ASC”) 830 (“ASC 830”) Foreign Currency Matters, at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currencies at the exchange rates prevailing at the balance sheet date. All foreign exchange gains or losses are included in the consolidated statements of operations.
Assets and liabilities are translated to the reporting currency at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and Revenue, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of consolidated statements of comprehensive loss.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal and use and have original maturities less than three months.
Security Deposit
Security deposit is money that is given to a landlord, lender, or seller of a home or apartment as proof of intent to move in and care for the domicile.
Clearing deposit
Clearing deposit is required to support the Company’s clearing activities and are considered restricted cash, not available for general corporate use.
| 15 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
According
to the clearing agreement signed between the Company’s subsidiary Chaince Securities, LLC (a broker-dealer firm registered with
FINRA) and Velocity Clearing LLC (“Velocity”), Chaince Securities, LLC is obligated to establish an account at Velocity which
shall at all times contain deposited cash, securities, or a combination of both, having a market value of not less than $
Short-term Investment
Short-term investment represents certificates of deposits and fixed coupon notes with original maturities of greater than three months but less than a year, as well as stocks and ETFs held in the short term and readily available for sale.
Allowance for Expected Credit Losses
The Company adopted the Current Expected Credit Loss (“CECL”) model under ASC Topic 326 on January 1, 2020.
The Company estimates expected credit losses for financial assets measured at amortized cost, including accounts receivable and other receivables, and records an allowance for expected credit losses to reflect the lifetime expected credit losses associated with these assets.
Accounts receivable primarily arise from financial advisory and consulting services provided to corporate clients, including publicly listed companies and companies preparing for public offerings. Other receivables primarily consist of loans to business partners and security deposits.
In estimating expected credit losses, the Company applies a risk-based grouping approach and evaluates receivables based on similar credit risk characteristics, including the type of counterparty, nature of the business relationship, historical payment experience, and financial condition of the counterparty.
Expected credit losses are estimated based on management’s evaluation of:
| ● | historical credit loss experience, | |
| ● | current economic conditions, and | |
| ● | reasonable and supportable forecasts. |
Accounts receivable are generally evaluated collectively by customer type, while certain receivables may be evaluated individually when appropriate.
Loans to business partners are assessed based on the financial condition of the counterparties, the nature of the business relationship, and management’s assessment of repayment ability.
Security deposits, such as office rental deposits, are generally considered to have minimal credit risk due to the contractual nature of the arrangements and the financial stability of the counterparties.
Management reassesses the adequacy of the allowance for expected credit losses at each reporting date. Changes in the allowance are recorded in provision for doubtful accounts. Receivables are written off when management determines that collection is no longer probable.
Stablecoins
Stablecoins represent digital assets that are designed to maintain a stable value relative to a fiat currency. As of December 31, 2025, the Company’s stablecoin holdings consist solely of USD Coin (“USDC”), which is a blockchain-based digital token designed to maintain a value of one U.S. dollar per token and is commonly used for settlement and liquidity management within the digital asset ecosystem.
| 16 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The Company accounts for its USDC holdings as digital assets measured at fair value in accordance with ASC 350-60, Accounting for and Disclosure of Digital assets, as adopted by the Company on January 1, 2024. Stablecoins are presented separately from other digital assets when material due to their distinct economic characteristics and relatively stable value compared with other cryptocurrencies.
Changes in the fair value of USDC are recognized in “Loss on market price of digital assets” (or “Gain/(loss) on digital assets”) in the consolidated statements of operations in the period in which the changes occur. Due to the nature of USDC as a stablecoin designed to maintain parity with the U.S. dollar, fluctuations in fair value are generally minimal.
Stablecoins are classified as current assets in the consolidated balance sheets because they are highly liquid and are typically used for transaction settlement and liquidity management within the Company’s digital asset activities.
Digital assets
The Company holds certain digital assets, including Bitcoin (“BTC”), Solana (“SOL”), and Filecoin (“FIL”), which are recorded as digital assets in the consolidated balance sheets. These digital assets are secured through cryptographic protocols on decentralized blockchain networks and do not represent ownership interests in any entity or contractual rights to receive cash flows.
Effective January 1, 2024, the Company adopted Accounting Standards Update (“ASU”) No. 2023-08, Accounting for and Disclosure of Digital assets, which requires digital assets within the scope of the standard to be measured at fair value, with changes in fair value recognized in net income in the period in which the changes occur. Accordingly, the Company measures its digital assets at fair value at each reporting date, and changes in fair value are recognized in “Loss on market price of digital assets” in the consolidated statements of operations.
The Company presents digital assets separately from other intangible assets in the consolidated balance sheets in accordance with the presentation requirements of ASU 2023-08. Digital assets that are readily convertible into cash through active markets and are expected to be sold, utilized, or otherwise converted into cash within the Company’s normal operating cycle are classified as current assets.
The Company previously operated a Filecoin mining business through its subsidiary, MFH Tech. In connection with the Company’s decision to discontinue its Filecoin mining operations, certain FIL held in Filecoin node accounts that are pledged or otherwise restricted for mining operations have been reclassified to non-current assets of discontinued operations in the consolidated balance sheets. These assets are presented as non-current assets of discontinued operations because they are not expected to be realized until the underlying Filecoin mining nodes expire and the pledged FIL are released. See Note 5 – Discontinued Operations for further details.
The Company determines the fair value of its digital assets based on quoted market prices in active markets for identical assets, primarily using prices from major cryptocurrency trading platforms at the reporting date.
Property and equipment, net
Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as follows:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT USEFUL LIFE
| Category | Estimated Useful Life | Estimated Residual | ||||
| Machinery and equipment | % | |||||
| Electronics and office equipment | % | |||||
Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterments that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts, with any resulting gain or loss reflected in the consolidated statements of operations.
| 17 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Following the Company’s strategic decision in December 2025 to discontinue its Filecoin mining business, machinery and equipment previously used in the cryptocurrency mining operations have been reclassified as non-current assets of discontinued operations in the consolidated balance sheets. Depreciation, impairment, and gains or losses on disposal related to such assets are included within loss from discontinued operations in the consolidated statements of operations for all periods presented. Prior period amounts have been reclassified to conform to the current period presentation.
Intangible Assets, net
The Company’s intangible assets consist of the following categories: (a) an acquired broker-dealer license with an indefinite useful life, and (b) the right to recover certain digital assets previously seized by a local authority. .
Acquired broker-dealer license deemed to have an indefinite life
On
May 1, 2023, the Company’s U.S. subsidiary, Chaince Securities, Inc., entered into a Purchase and Sale Agreement to acquire a fully
licensed broker-dealer entity for total consideration of $
On December 6, 2024, Chaince Securities, Inc. obtained control of the broker-dealer and all associated rights and benefits. As the acquired entity did not contain other significant identifiable assets or liabilities, management determined that the purchase price was attributable entirely to the broker-dealer license.
The broker-dealer license is considered to have an indefinite useful life because there is no legal, regulatory, contractual, or economic limit to the period over which the license is expected to contribute to the Company’s operations, provided that regulatory requirements continue to be satisfied.
Accordingly, the license is classified as an indefinite-lived intangible asset and is not amortized. Instead, it is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired, in accordance with ASC 350-30, Intangibles—Goodwill and Other.
The Company’s acquired broker-dealer license is measured at cost minus impairment loss. We estimated the fair values of the acquired broker dealer license, and no impairment loss was recognized for the year ended December 31, 2025.
The right to recover the digital assets
On February 16, 2022, certain digital assets previously held in the Company’s custody were seized by the Sheyang County Public Security Bureau in Jiangsu Province, People’s Republic of China during an investigation involving the Company’s former acting Chief Financial Officer.
Based
on the available information, the seized
The Company believes it retains legal recourse to seek recovery of these digital assets and therefore initially recognized an intangible asset representing the right to recover the digital assets.
However, during 2023, management determined that the recovery of these assets was highly uncertain and recorded a full impairment of the related intangible asset in order to eliminate potential uncertainty in the financial statements.
As of March 31, 2026, the carrying amount of the right to recover the digital assets is zero. The Company continues to pursue legal remedies to recover these assets; however, the timing and outcome of such efforts remain uncertain.
| 18 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Revenue recognition
On January 1, 2019, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which superseded the revenue recognition requirements in ASC Topic 605. The Company adopted ASC 606 using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts continue to be reported in accordance with legacy guidance under ASC 605. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements and did not result in an adjustment to opening retained earnings.
Under ASC 606, revenue is recognized when, or as, the Company satisfies a performance obligation by transferring control of a promised good or service to a customer, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. To determine the appropriate timing and amount of revenue recognition, the Company applies the following five-step model: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when, or as, the performance obligations are satisfied. The Company applies the five-step model only to contracts for which it is probable that it will collect the consideration to which it is entitled.
Once a contract is determined to be within the scope of ASC 606, the Company evaluates the promised goods or services to determine whether they represent distinct performance obligations. Revenue is recognized based on the portion of the transaction price allocated to each performance obligation when that obligation is satisfied or as it is satisfied.
For the three months ended March 31, 2026 and 2025, the Company’s revenues from continuing operations were derived entirely from financial services and advisory activities. Revenue previously generated from distributed storage and computing services, consisting of Filecoin mining operations, has been classified as discontinued operations and is excluded from the Company’s continuing revenue recognition policies.
The Company’s revenue recognition policies for continuing operations are described below.
Financial services and advisory businesses
The Company provides a range of financial services and advisory offerings, including PIPE advisory and placement-related services, underwriter-related services, securities brokerage and transaction execution services, clearing-related brokerage services, IPO financial advisory and consulting services, industry-specific business advisory and consulting services, and other financial services such as escrow agent services and referral services.
Contracts for financial services and advisory activities are typically evidenced by written service agreements that define the scope of services, fee arrangements, and payment terms. Each contract generally contains a single performance obligation, as the promised services are highly integrated and not separately identifiable.
Revenue from financial services and advisory businesses is recognized either at a point in time or over time, depending on the nature of the services provided:
● Point-in-time revenue recognition applies to PIPE advisory services, underwriter-related services, securities brokerage and transaction execution services, clearing-related brokerage services, and referral services. Revenue is recognized when the underlying transaction is completed, the Company has satisfied its contractual obligations, and the Company has obtained an enforceable right to payment.
● Over-time revenue recognition applies to IPO financial advisory and consulting services, industry-specific business advisory and consulting services, and escrow agent services. Revenue is recognized over the service period because customers simultaneously receive and consume the benefits of the services as they are performed, the services are highly customized, and the Company has an enforceable right to payment for services performed to date. The Company measures progress toward complete satisfaction of the performance obligation using output-based methods, including milestone achievement or percentage-of-completion based on advisory deliverables.
| 19 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The transaction price for financial services and advisory contracts generally consists of fixed or contractually determinable consideration. Certain arrangements include success-based fees, which are recognized only when the relevant performance obligations are satisfied. The Company does not identify significant financing components in its revenue arrangements, as service periods are generally short-term or fees are prepaid.
The Company evaluates whether it acts as a principal or an agent for each revenue stream. For most financial services and advisory arrangements, the Company acts as principal because it controls the services prior to transfer, is primarily responsible for fulfilling the performance obligation, and bears responsibility for service quality and outcomes. Accordingly, revenue from these arrangements is recognized on a gross basis. For referral services and certain clearing-related brokerage services, the Company acts as an agent and recognizes revenue on a net basis, equal to the commission or net amount retained.
Distributed storage and computing services (discontinued operations)
Revenue from distributed storage and computing services, which consisted entirely of Filecoin mining operations, is classified as discontinued operations for all periods presented. The revenue recognition policies related to such activities are disclosed separately in the Company’s discontinued operations note and are not included in the Company’s revenue recognition policies for continuing operations.
Contract liabilities
Contract liabilities represent advance payments received from customers for services that have not yet been satisfied under the Company’s performance obligations. These amounts are recognized as revenue when the related services are performed or when the performance obligations are otherwise satisfied.
Changes in contract liabilities primarily relate to the timing difference between the Company’s satisfaction of performance obligations and the receipt of consideration from customers. During the three months ended March 31, 2026, the Company recognized revenue that was included in contract liabilities at the beginning of the period as the related services were performed.
Contract liabilities are presented within advance from customers and deferred revenues in the consolidated balance sheets. The Company generally expects to recognize the related revenue within one year as the underlying services are performed.
Cost of revenue
Cost of revenue consists of costs directly attributable to the generation of the Company’s revenues and are recognized in the same period as the related revenues.
For the three months ended March 31, 2026, the Company’s cost of revenue from continuing operations relates solely to its financial services and advisory businesses. Costs associated with distributed storage and computing services, consisting of Filecoin mining operations, have been classified as discontinued operations and are excluded from cost of revenue from continuing operations. The accounting policies for cost of revenue by business line are described below.
Financial services and advisory businesses
Cost of revenue for financial services and advisory businesses consists primarily of personnel-related costs, including salaries, bonuses, benefits, and share-based compensation, incurred by employees and consultants who are directly involved in providing advisory, consulting, brokerage, underwriting-related, clearing-related, escrow, referral, and other financial services.
Cost of revenue also includes professional service fees and other directly attributable costs incurred in connection with the delivery of financial services and advisory engagements. Such costs are expensed as incurred and recognized in the same period as the related revenues.
| 20 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Certain revenue streams within financial services and advisory businesses, such as referral services, do not incur significant directly attributable costs. Accordingly, no material cost of revenue is recognized for those services.
General and administrative expenses, corporate overhead, and other indirect costs are not included in cost of revenue and are presented separately in operating expenses.
Distributed storage and computing services (discontinued operations)
Costs related to distributed storage and computing services, which consisted entirely of Filecoin mining operations, are classified as discontinued operations for all periods presented. Such costs included depreciation of mining equipment, data center lease costs (including electricity), direct labor costs, software licensing and technical service costs, and interest costs associated with borrowings of digital assets used in mining operations.
The cost recognition policies related to these activities are disclosed separately in the Company’s discontinued operations note and are not included in the Company’s cost of revenue accounting policies for continuing operations.
Sales and marketing expenses
Sales and marketing expenses consist primarily of project referral fees for consultation services business. These costs are expensed as incurred.
Operating leases
The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.
For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.
For
the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term.
For leases with a term of
The leasing activities of the Company during the first quarters of 2026 are all for the Company to lease the office as the lessee and the Company classified them as operating leases, among which, the Company signed a long-term lease contract with a term of about 40 months for the New York office. The Company recognized right-of-use assets and lease liabilities on the consolidated balance sheet as of March 31, 2026.
| 21 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Income taxes
The Company accounts for income taxes under the liability method in accordance with ASC Topic 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which those temporary differences are expected to reverse.
Deferred tax assets are recognized to the extent that it is more-likely-than-not that they will be realized. In evaluating the realizability of deferred tax assets, the Company considers available positive and negative evidence, including historical operating results, projected future taxable income, the reversal of existing taxable temporary differences, and tax planning strategies. A valuation allowance is recorded to reduce deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
The Company applies the provisions of ASC 740 related to accounting for uncertainty in income taxes. This guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. Tax positions are recognized only if it is more-likely-than-not that the position will be sustained upon examination by taxing authorities based on the technical merits of the position.
The Company classifies interest and penalties related to uncertain tax positions, if any, as a component of income tax expense in the consolidated statements of operations.
In the second quarter of 2017, the Company elected to early adopt ASU No. 2016-09, Compensation Stock Compensation (“ASC 718”): Improvement to Employee Share based Payment Accounting.
Share options and restricted shares granted to employees and directors are accounted for under ASC 718, “Compensation – Stock compensation”. In accordance with ASC 718, the Company determines whether a share option or restricted shares should be classified and accounted for as an equity award. All grants of share options and restricted shares to employees and directors classified as equity awards are recognized in the financial statements based on their grant date fair values.
Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital.
The total amount of compensation cost recognized at the end of the requisite service period for an award of share-based compensation shall be based on the number of instruments for which the requisite service has been rendered (that is, for which the requisite service period has been completed). Previously recognized compensation cost shall not be reversed if an employee share option (or share unit) for which the requisite service has been rendered expires unexercised (or unconverted). To determine the amount of compensation cost to be recognized in each period, the Company shall make an entity wide accounting policy for all employee share-based payment awards to do the following: Recognize the effect of awards for which the requisite service is not rendered when the award is forfeited (that is, recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award shall be reversed in the period that the award is forfeited.
For share-based payment awards with market conditions, such market conditions are included in the determination of the estimated grant-date fair value. If the incentivized employee does not meet the agreed market conditions on the grant-date, then the corresponding shares will be forfeited, or the corresponding percentage of the proposed shares will be forfeited in proportion to the failure to meet the market conditions. The fair value of the shares granted to employees at the grant-date is the consideration adjusted for the satisfaction of market conditions.
| 22 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Some awards contain a market condition. The effect of a market condition is reflected in the grant-date fair value of an award. Compensation cost thus is recognized for an award with a market condition provided that the good is delivered or the service is rendered, regardless of when, if ever, the market condition is satisfied.
A change in any of the terms or conditions of share-based payment awards is accounted for as a modification of awards. The Company measures the incremental compensation cost of a modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified, based on the share price and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurred. For unvested awards, the Company recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date.
Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted loss per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Company had stock options and restricted share units, which could potentially dilute basic loss per share in the future. To calculate the number of shares for diluted loss per ordinary share, the effect of the stock options and restricted share units is computed using the treasury stock method. Potential ordinary shares in the diluted net loss per share computation are excluded in periods of losses from operations, as their effect would be anti-dilutive.
In accordance with ASC Topic 260, Earnings per Share (“ASC 260”), basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Contingently issuable shares, including performance-based share awards and contingent considerations to be settled in shares, are included in the computation of basic earnings per share only when there is no circumstance under which those shares would not be issued. Contingently issuable shares are included in the denominator of the diluted loss per share calculation as of the beginning of the period or as of the inception date of the contingent share arrangement, if later, only when dilutive and when all the necessary conditions have been satisfied as of the reporting period end.
For contracts that may be settled in ordinary shares or in cash at the election of the Company, share settlement is presumed, pursuant to which incremental shares relating to the number of shares that would be required to settle the contract are included in the denominator of diluted loss per share calculation if the effect is more dilutive. For the contracts that may be settled in ordinary shares or in cash at the election of the counterparty, the more dilutive option of cash or share settlement is used for the purposes of diluted loss per share calculation, pursuant to which share settlement requires the number of shares that would be required to settle the contract be included in the denominator whereas cash settlement requires an adjustment to be made to the numerator for any changes in income or loss that would result as if the contract had been classified as an asset or a liability for accounting purposes during the period for a contract that is classified as equity for accounting purposes, if the effect is more dilutive. Ordinary equivalent shares consist of the ordinary shares issuable upon the exercise of the share options, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive.
Comprehensive gain (loss)
Comprehensive gain (loss) is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive gain (loss) is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax.
Segment reporting
The Company applies the guidance in Accounting Standards Codification (“ASC”) 280, Segment Reporting. Operating segments are identified based on the manner in which the Company’s chief operating decision-maker (“CODM”) reviews financial information for the purpose of allocating resources and assessing performance.
| 23 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The Company’s Chief Executive Officer serves as the CODM and reviews the consolidated financial results of the Company on an overall basis. The CODM does not regularly review discrete financial information by business line or by geographic region for purposes of making operating decisions. Accordingly, the Company has determined that it operates as a single operating segment and, therefore, has one reportable segment.
For the three months ended March 31, 2026, the Company’s revenues from continuing operations were derived primarily from its financial services and advisory businesses, which are conducted through its U.S. subsidiaries, Chaince Securities, Inc. and Chaince Securities, LLC, and its Hong Kong subsidiary, Ucon Capital (HK) Limited. Revenues from distributed storage and computing services, consisting of Filecoin mining operations, were generated through the Company’s U.S. subsidiary, MFH Tech, and have been classified as discontinued operations.
Although the Company conducts business through multiple legal entities and across different jurisdictions, the Company’s operations are managed by a unified management team and business team, and resource allocation and performance evaluation decisions are made based on the Company’s consolidated results. As such, management has concluded that the Company continues to operate as a single operating segment for segment reporting purposes.
Fair value measurement and financial instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
The Company applies ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 - inputs are based upon quoted prices for instruments traded in active markets.
Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach, and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
The Company’s non-financial assets, including digital assets, intangible assets, goodwill and property and equipment are measured at fair value when an impairment charge is recognized. Fair value of digital assets is based on quoted prices in active markets.
Financial instruments
The carrying amounts of financial instruments, which consist of cash and cash equivalents, security deposit, short-term investment, interest receivable, equity investments, convertible notes, interest payable, accounts payable, amounts due to related parties, accrued expenses and other current liabilities, approximate their fair values due to the short-term nature of these instruments.
| 24 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The Company adopts ASU No.2020-06 to measure the convertible notes it issued. As ASU No.2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives.
Recent accounting pronouncements
On December 13, 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Digital assets (Subtopic 350-60): Accounting for and Disclosure of Digital assets, which requires that an entity to subsequently measure assets that meet those criteria at fair value with changes recognized in net income each reporting period. The amendments in ASU 2023-08 are required to be adopted for fiscal years beginning after December 14, 2024, with early adoption permitted. The Company has decided to adopt this standard starting from the 2024 fiscal year.
On November 27, 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in ASU 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company adopted ASU 2023-07 beginning January 1, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or related disclosures because the Company operates as a single reportable segment.
On December 14, 2023, FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that entities disclose specific categories in their rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The new standard is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2023-09 beginning January 1, 2025. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
On March 21, 2024, the FASB issued Accounting Standards Update No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company does not currently have profits interest or similar awards. Accordingly, the adoption of ASU 2024-01 would not have a material impact on the Company’s consolidated financial statements.
4. CONCENTRATION OF RISK
Customer concentration
The Company’s revenues from continuing operations are derived from a limited number of customers due to the nature of its financial services and advisory engagements. For the three months ended March 31, 2026, the Company generated revenues from approximately seven customers across its various financial services and advisory offerings. For the year ended December 31, 2025, the Company generated revenues from financial services and advisory business from two customers.
Due to the project-based nature of the Company’s services, revenue may be concentrated among a limited number of customers in a given period. The loss of one or more significant customers could have an adverse impact on the Company’s operating results.
| 25 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share (or ADS) data)
Customers that individually represent greater than 10% of the Company’s total revenues for the three months ended March 31, 2026 and 2025, are as follows:
SCHEDULE OF CONCENTRATION OF RISK
| For the three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Customer A | % | — | ||||||||||||||
| Customer B | % | — | ||||||||||||||
| Customer C | — | % | ||||||||||||||
| Customer D | — | % | ||||||||||||||
Vendor concentration
The Company’s financial services and advisory businesses primarily rely on its internal professional personnel to deliver services to clients. However, the Company may engage external professional service providers to assist in the delivery of certain projects.
For
the three months ended March 31, 2026, the Company engaged three external professional service providers to support certain advisory
engagements. Payments to these service providers totaled approximately $
The Company maintains ongoing relationships with a limited number of external professional teams that are familiar with the Company’s service offerings and client engagements. The loss of these service providers could temporarily affect the Company’s ability to deliver certain services until alternative providers are engaged.
Suppliers that individually represent greater than 10% of the Company’s total purchases for the three months ended March 31, 2026 and 2025, are as follows:
| For the three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Supplier A | % | — | ||||||||||||||
| Supplier B | % | — | ||||||||||||||
Credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, loan receivables from non-related parties, and, to a lesser extent, accounts receivable. The Company maintains its cash and cash equivalents with financial institutions located in various jurisdictions that management believes to be of high credit quality.
At times, the Company’s cash balances held with financial institutions may exceed federally insured limits or may not be fully insured, particularly for accounts maintained outside the United States. As of March 31, 2026, substantially all of the Company’s cash balances exceeded applicable insured limits.
| 26 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share (or ADS) data)
The Company’s accounts receivable are primarily derived from financial services and advisory engagements with customers located in various jurisdictions, including Hong Kong, Singapore, Malaysia, the United States, and other regions. Management performs ongoing credit evaluations of its customers and generally does not require collateral.
The
Company also has loan receivables from non-related parties arising from financing arrangements with certain business partners. As of
March 31, 2026, the outstanding balance of such loan receivables was approximately $
Historically, the Company has not experienced material credit losses and management believes that the overall credit risk associated with its financial assets is limited.
Currency convertibility risk
The Company conducts its operations primarily through subsidiaries located in the United States and Hong Kong and provides services to customers across multiple jurisdictions. As a result, the majority of the Company’s transactions are denominated in U.S. dollars and, to a lesser extent, Hong Kong dollars and other foreign currencies, all of which are generally freely convertible.
Foreign currency exchange rate risk
The Company is exposed to foreign currency exchange rate risk primarily related to transactions denominated in currencies other than its reporting currency, the U.S. dollar. Such exposure arises from providing services to customers located in multiple jurisdictions, including Hong Kong, Singapore, Malaysia, and the United States, and from operating through subsidiaries in different geographic regions.
Fluctuations in foreign currency exchange rates may affect the Company’s results of operations and financial position to the extent that assets, liabilities, revenues, or expenses are denominated in foreign currencies. While the Hong Kong dollar is currently pegged to the U.S. dollar, other currencies in which the Company conducts business are subject to market-driven exchange rate fluctuations. Management does not currently engage in hedging activities to mitigate foreign currency exchange risk and believes that such risk is not material to the Company’s consolidated financial statements for the year ended December 31, 2025.
5. DISCONTINUED OPERATIONS
In December 2025, the Company’s Board of Directors approved a strategic decision to discontinue its distributed storage and computing services business, which consisted entirely of Filecoin (“FIL”) mining operations. The Company determined that continuing the Filecoin mining business was no longer aligned with its long-term strategic direction and capital allocation priorities. This decision represents a strategic shift that is expected to have a major effect on the Company’s operations and financial results.
The Filecoin mining operations were conducted through the Company’s wholly owned U.S. subsidiary, Mercurity Fintech Technology Holding Inc. (“MFH Tech”). Following the Board’s approval, the Company ceased making new investments in mining activities and initiated an orderly wind-down of the business.
On December 12, 2025, the Company entered into a comprehensive agreement pursuant to which substantially all mining equipment previously used in the Filecoin mining operations was sold to a third party. Under the terms of the agreement, the Company leased back the equipment through April 30, 2026 solely to allow existing mining nodes to naturally expire. Upon the expiration of the mining nodes, the Company expects to fully exit the Filecoin mining business and settle all remaining obligations related to such activities.
Accordingly, the results of operations of the Filecoin mining business have been classified as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations, and are presented separately from continuing operations in the consolidated statements of operations and cash flows for all periods presented. Assets and liabilities directly associated with the discontinued operations are presented separately in the consolidated balance sheets. Prior period financial information has been reclassified to conform to the current period presentation.
| 27 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The following table summarizes the assets and liabilities associated with the Company’s discontinued operations:
SUMMARIZES THE ASSETS AND LIABILITIES DISCONTINUED OPERATIONS
| March 31, 2026 | December 31, 2025 | |||||||
| Consolidated Balance Sheets | US$ | US$ | ||||||
| Prepaid expenses and other current assets, net (i) | ||||||||
| Digital assets (ii) | ||||||||
| Current assets of discontinued operations | $ | $ | ||||||
| Accrued expenses and other current liabilities (iii) | ||||||||
| Current liabilities of discontinued operations | $ | $ | ||||||
| (i) |
As
of December 31, 2025, prepaid expenses and other current assets associated with the Company’s discontinued operations primarily
consisted of: (a) a collateral deposit of $
| (ii) |
A substantial portion of these Filecoins were pledged or locked as collateral within the Filecoin network to support mining activities. As of March 31, 2026, the Company expects that the majority of the pledged Filecoins will be released upon the expiration of the related mining nodes by the end of May 2026. Accordingly, these digital assets were classified as current assets of discontinued operations, as they are expected to be available for sale or used to settle outstanding obligations within the next twelve months.
| (iii) |
As
of December 31, 2025, accrued expenses and other current liabilities associated with the Company’s discontinued operations primarily
consisted of: (a) $
| 28 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The following table summarizes the results of the Company’s discontinued operations for the periods presented:
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Consolidated Statements of Operations | US$ | US$ | ||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ||||||
| Loss on market price of digital assets | ( | ) | ( | ) | ||||
| Loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
The following table summarizes the cash flows attributable to discontinued operations:
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Consolidated Statements of Cash Flows | US$ | US$ | ||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Loss on market price of digital assets | ||||||||
| Non-cash revenue of Filecoin mining | ( | ) | ( | ) | ||||
| Non-cash costs and expenses | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Net cash used in discontinued operations | $ | ( | ) | $ | ( | ) | ||
6. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following:
SCHEDULE OF CASH AND CASH EQUIVALENTS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Cash (i) | ||||||||
| Cash equivalents (ii) | ||||||||
| Total | $ | $ | ||||||
| (i) |
| (i) | As
of March 31, 2026, the Company’s cash includes: 1) Cash in hand of $
As
of December 31, 2025, the Company’s cash includes: 1) Cash in hand of $ |
| (ii) | As
of March 31, 2026, the Company’s cash equivalents were all certificates of deposits
with a balance of $
As
of December 31, 2025, the Company’s cash equivalents were all certificates of deposits with a balance of $ |
| 29 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
7. SHORT-TERM INVESTMENTS
Short-term investments consist of the following:
SCHEDULE OF SHORT-TERM INVESTMENT
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| 6-month Certificate of Deposits | ||||||||
| ETF | ||||||||
| Common Stock | ||||||||
| Total short-term investments | $ | $ | ||||||
8. STABLECOINS
Stablecoins consist of the following:
SCHEDULE OF STABLECOINS
| March 31, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| USD Coins (USDC) | ||||||||
| Total Stablecoins | $ | $ | ||||||
As
of March 31, 2026, the Company held
The movement of the stablecoins for the three months ended March 31, 2026 is as follows:
SCHEDULE OF MOVEMENT OF THE STABLECOINS
| For the three months ended March 31, 2026 | ||||
| US$ | ||||
| Balance as of January 1, 2026 | ||||
| Payments | ( | ) | ||
| Gain/loss on market price changes | ||||
| Balance as of March 31, 2026 | ||||
9. DIGITAL ASSETS
Digital assets consist of the following:
SCHEDULE OF DIGITAL ASSETS
| March 31, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Filecoin (i) | ||||||||
| Bitcoins (ii) | ||||||||
| Solana (iii) | ||||||||
| Total digital assets | $ | $ | ||||||
The movement of the digital assets for the three months ended March 31, 2026 is as follows:
SCHEDULE OF MOVEMENT OF THE CRYPTO ASSET
| For the three months ended March 31, 2026 | ||||
| US$ | ||||
| Balance as of January 1, 2026 | ||||
| Gain/loss on market price changes | ( | ) | ||
| Others | ||||
| Balance as of March 31, 2026 | ||||
| 30 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
10. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET
Prepaid expenses and other current assets consist of the following:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Loan receivables from non-related parties (i) | ||||||||
| Other receivables from non-related parties | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
| (i) | On
December 12, 2023, the Company entered into a loan agreement with Honor Star Ventures Limited,
pursuant to which the Company provided a loan of $
On
September 16, 2025, the Company also entered into a loan agreement with Global Innovation Wisdom Consultant, Inc., pursuant to which
the Company provided a loan of $
In accordance with the Company’s allowance for expected credit losses policy under the Current Expected Credit Loss (“CECL”) model, the Company evaluates the collectability of loan receivables and other receivables on a periodic basis considering the financial condition of the counterparties, historical repayment experience, and other relevant factors. Based on this assessment, the Company recorded an allowance for expected credit losses of $ related to loan receivables from non-related parties as of March 31, 2026. The allowance reflects management’s estimate of lifetime expected credit losses associated with these receivables. No allowance for credit losses was recorded for other receivables from non-related parties as management believes the credit risk associated with these balances is minimal. |
Reclassification related to discontinued operations
In December 2025, the Company made a strategic decision to discontinue its Filecoin mining business and classified the related operations as discontinued operations. As a result, certain balances previously included within prepaid expenses and other current assets, including prepaid expenses, other receivables, and other current assets that are directly attributable to the discontinued Filecoin mining business, have been reclassified and presented as current assets of discontinued operations in the consolidated balance sheets.
Prior period amounts have been reclassified to conform to the current period presentation.
11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Accrued payroll and welfare | ||||||||
| Accounts payable | ||||||||
| Advance from customers | ||||||||
| Payables for professional fees | ||||||||
| Income taxes payable | ||||||||
| Other operating and management expenses | ||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||
| 31 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
In connection with the Company’s strategic decision in December 2025 to discontinue its Filecoin mining business, certain liabilities that were directly attributable to the discontinued operations have been reclassified and presented separately as current liabilities of discontinued operations in the consolidated balance sheets. Accordingly, amounts presented above include only liabilities related to the Company’s continuing operations. Refer to Note 5 – Discontinued Operations for additional information regarding the liabilities associated with the discontinued Filecoin mining business.
12. LEASES
As
of March 31, 2026, the Company had operating leases for its New York and Shenzhen offices. The remaining lease terms range from
The following table presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet.
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES
| March 31, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Right-of-use assets | ||||||||
| Impairment of right-of-use assets | ||||||||
| Right-of-use assets, net | ||||||||
| Operating lease liabilities – current | ||||||||
| Operating lease liabilities – non-current | ||||||||
| Total operating lease liabilities | ||||||||
The following table presents the components of the Company’s office lease expense for the three months ended March 31, 2026 and 2025, which are included in general and administrative expenses on the consolidated statements of operations:
SCHEDULE OF OFFICE LEASE EXPENSE
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Operating lease cost | ||||||||
| Variable lease cost | ||||||||
| Operating lease expense | ||||||||
| Short-term lease rent expense | ||||||||
| Total lease expense | ||||||||
The following table summarizes the maturity of operating lease liabilities as of March 31, 2026:
SCHEDULE OF MATURITY OPERATING LEASE LIABILITIES
| US$ | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | ||||
| 32 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
13. INCOME TAXES
Loss before income taxes
The components of loss before income taxes from continuing operations were as follows:
SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Domestic loss before income taxes | ( | ) | ( | ) | ||||
| Foreign loss before income taxes | ( | ) | ( | ) | ||||
| Total loss before income taxes | ( | ) | ( | ) | ||||
Provision for income taxes
The provision for income taxes from continuing operations was comprised of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Current: | ||||||||
| Federal | ||||||||
| State | ||||||||
| Foreign | ||||||||
| Total current income taxes | ||||||||
| Deferred: | ||||||||
| Federal | ( | ) | ( | ) | ||||
| State | ( | ) | ( | ) | ||||
| Foreign | ||||||||
| Total deferred income taxes | ( | ) | ( | ) | ||||
| Total income tax (benefit)/provision | ( | ) | ( | ) | ||||
Deferred tax assets and liabilities
The significant components of deferred income tax assets and liabilities from continuing operations were as follows:
SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Deferred tax assets: | ||||||||
| Net operating losses carry forwards | ||||||||
| Provision for doubtful accounts | ||||||||
| Unrealized loss on short-term investments, net of tax effect | ||||||||
| Impairment of intangible assets | ||||||||
| Gross deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Temporary difference of intangible asset | ||||||||
| Gross deferred tax liabilities | ||||||||
| Net deferred tax liabilities | ||||||||
| 33 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The Company evaluates the realizability of its deferred tax assets on a jurisdiction-by-jurisdiction basis. In assessing the need for a valuation allowance, management considers all available positive and negative evidence, including historical operating results, cumulative losses in recent years, projections of future taxable income, the reversal of existing taxable temporary differences, and feasible tax planning strategies.
Based
on this assessment, management determined that it is more likely than not that a significant portion of the Company’s deferred
tax assets will not be realized, primarily due to cumulative losses incurred in certain jurisdictions and the absence of sufficient objectively
verifiable positive evidence to support future taxable income. Accordingly, the Company recorded a valuation allowance of $
Deferred tax assets are recognized for deductible temporary differences and net operating loss carryforwards. Certain temporary differences, including unrealized losses on short-term investments, give rise to deferred tax assets; however, due to the Company’s valuation allowance position, no corresponding tax benefit has been recognized in the current period.
Effective income tax rate reconciliation
The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate from continuing operations was as follows:
SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATE FROM CONTINUING OPERATIONS
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| US federal statutory tax rate | % | % | ||||||
| Effect of foreign tax rate differential | - | % | - | % | ||||
| State income taxes, net of federal benefit | % | % | ||||||
| Non-deductible expenses | - | % | ||||||
| Utilization of prior-year net operating loss carryforwards | % | |||||||
| Current year losses with no deferred tax benefit recognized | - | % | - | % | ||||
| Deferred tax benefit related to prior-year losses | % | |||||||
| Tax effect of temporary differences subject to valuation allowance | - | % | ||||||
| Effective income tax rate | % | % | ||||||
The reconciliation of income tax expense (benefit) computed at the U.S. federal statutory income tax rate to the actual income tax provision (benefit) from continuing operations was as follows:
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| US federal statutory tax rate | ( | ) | ( | ) | ||||
| Effect of foreign tax rate differential | ||||||||
| State income taxes, net of federal benefit | ( | ) | ( | ) | ||||
| Non-deductible expenses | ||||||||
| Utilization of prior-year net operating loss carryforwards | ( | ) | ||||||
| Current year losses with no deferred tax benefit recognized | ||||||||
| Deferred tax benefit related to prior-year losses | ( | ) | ||||||
| Tax effect of deferred tax assets not recognized due to valuation allowance | ||||||||
| Income tax provision (benefit) | ( | ) | ( | ) | ||||
| 34 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
Valuation allowance
The
Company evaluates the realizability of its deferred tax assets on a jurisdiction-by-jurisdiction basis. In assessing the need for a valuation
allowance, management considers both positive and negative evidence, including historical operating results, projections of future taxable
income, the reversal of existing taxable temporary differences, and tax planning strategies. Based on this assessment, management determined
that it is more likely than not that a significant portion of the deferred tax assets will not be realized, primarily due to cumulative
losses incurred in certain jurisdictions and limited sources of future taxable income. Accordingly, the Company recorded a valuation
allowance of $
14. SHAREHOLDERS’ EQUITY
On
April 8, 2015, the Company completed its IPO on NASDAQ by offering ADSs, representing million ordinary shares at price of
$ per ADS. On April 27, 2015, the Company issued an additional ADSs, representing million ordinary shares to the underwriter
for exercising the overallotment option at price of $ per ADS. The total proceeds from issuance of ordinary shares upon IPO are $
Upon the completion of the IPO, all of the Company’s then outstanding Series A-1, Series A-2 and Series B preferred shares were automatically converted into , and ordinary shares respectively, and immediately after the completion of the IPO, the indebtedness owed to Mr. Maodong Xu (“Mr. Xu”), one of the Company’s shareholders, amounting to $ million was converted into ordinary shares.
On June 8, 2015, the Company issued ordinary shares to the Company’s original shareholders for the acquisition of the Company. In addition, the Company initially agreed to issue ordinary shares of the Company to Mr. Xu at a purchase price of $ per share, for a total purchase price of $. On September 7, 2015, the Company and Mr. Xu reduced the number of shares to be purchased through a supplemental agreement resulting in a final subscription amount of $ for shares. On the same date, the Company issued an additional ordinary shares to Mr. Xu in relation to his additional subscription.
On September 27, 2015, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
On July 31, 2018, the Company decided to change the ADS-to-Share ratio from the ratio of one (1) ADS to eighteen (18) Shares to a new ratio of one (1) ADS to one hundred eighty (180) Shares.
On May 21, 2019, the Company issued ordinary shares to Unicorn’s original shareholders for the acquisition of Unicorn.
On May 3, 2020, the Company issued ordinary shares to NBpay’s original shareholders for the acquisition of NBpay.
On
May 20, 2020, the Company issued ordinary shares to an investor through private placement for $
On August 13, 2020, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
On
January 27, 2021 and March 3, 2021, the Company totally issued ordinary shares to an investor for the private investment
in public equity of $
On March 1, 2021, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
| 35 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
On
September 8, 2021, the Company issued ordinary shares to three investors for the private investment in public equity of
On September 27, 2021, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
On
October 19, 2021, the Company issued ordinary shares to three investors for the private investment in public equity of
On
November 21, 2022, the Company issued ordinary shares to three investors for the private investment in public equity (the
“PIPE”) of $
On
December 20, 2022, the Company issued ordinary shares to two investors for the private investment in public equity (the
“PIPE”) of $
On
December 15, 2022, the Company entered into an asset purchase agreement with Huangtong International Co., Ltd., providing for the acquisition
and purchase of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices,
for an aggregate consideration of USD$
On
December 23, 2022, the Company entered into a Securities Purchase Agreement in connection with a private investment in public equity
(the “PIPE”) financing with an accredited non-U.S. investor to offer and sell the Company’s units, each consisting
of ordinary share and three warrants for total gross proceeds of USD$
On
December 29, 2022, the Company’s Board of Directors approved to proceed with: 1) the share consolidation and simultaneous change
of the ADR ratio; 2) the transfer of the register of members of the Company; and 3) the termination of the deposit agreement. The Board
approved the proposal on the share consolidation to the authorized share capital (the “Share Consolidation”) at a ratio of
four hundred (
On
February 28, 2023, when the Share Consolidation was effective, the Company’s outstanding ordinary shares changed from
shares with a par value of $ per share to shares with a par value of $ per share. We have revised the number of
ordinary shares amounts in the revised consolidated statements of Changes in Shareholders’ Equity for the year ended December 31,
2022 and 2021, to retroactively present our
On September 8, 2023, the Company totally issued ordinary shares to two former independent directors as compensation for their previous services, and one legal advisor as advisory fees.
On
November 30, 2023, the Company priced a private investment in public equity (“PIPE”) offering, through which it sold an aggregate
of units of its securities, each consisting of one (1) ordinary share and three (3) warrants, to one non-U.S. institutional
investor at an offering price of $ per unit, for the gross proceeds of $
In August 2024, the Company issued ordinary shares to a former independent director as compensation for his previous services.
| 36 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
On
December 19, 2024, the Company entered into a Securities Purchase Agreement with a non-U.S. investor (the “Purchaser”) for
a private placement offering, providing the sale and issuance of ordinary shares of the Company, par value $ per share,
for a total purchase price of US$
On
January 9, 2025, the Company entered into a Securities Purchase Agreement with a non-U.S. investor for a private placement offering,
providing the sale and issuance of ordinary shares of the Company, par value $ per share, for a total purchase price of
$
On
August 14, 2025, the Company entered into Securities Purchase Agreements with three investors for a private placement offering, providing
for the sale and issuance of ordinary shares of the Company, par value $ per share, for a total purchase price of approximately
$
On
August 26, 2025, within the “First Election Period” as outlined in the Securities Purchase Agreement signed between the Company
and the investor (the “Investor”) of the Unsecured Convertible Promissory Note issued by the Company, the Investor informed
the Company that they intend to convert the note into the Company’s ordinary shares. The number of conversion shares equals the
amount of the principal amount being converted (the “Conversion Amount”) divided by the Conversion Price. The Conversion
Amount is $
In
November 2025, the Company agreed to convert the accumulated unpaid interest on the Unsecured Convertible Promissory Note, amounting
to $
On
December 15, 2025, the Company completed a private placement with an institutional investor for gross proceeds of approximately US$
Between February 2025 and January 2026, the Company granted ordinary shares to its Chief Strategy Officer, Wilfred Zhongkei Daye, as part of his compensation arrangement. Under the terms of the agreement, the Company issued ordinary shares on a monthly basis in consideration for executive services provided during the year. Each monthly issuance represents a separate grant and is accounted for based on the fair value of the Company’s ordinary shares on the respective grant dates. As of March 31, 2026, the Company had issued ordinary shares to him.
On December 31, 2025, the Company totally issued restricted ordinary shares to certain non-employee service providers, including consulting and technical service providers, as consideration for advisory and technology-related services. These share-based payments were accounted for in accordance with ASC 718, with compensation expense measured at the fair value of the Company’s ordinary shares on the respective grant dates.
On January 15, 2026, the Company issued ordinary shares to an independent director as compensation for his previous services.
On
February 25, 2026, the Company entered into a Securities Purchase Agreement with certain non-U.S. investors (the “Purchasers”),
pursuant to which the Company agreed to issue and sell an aggregate of ordinary shares, par value $ per share, at a purchase
price of $ per share, for total gross proceeds of $
As of March 31, 2026, the total outstanding ordinary shares was shares.
| 37 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
The Company accounts for share-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). Share-based compensation cost is measured at the grant-date fair value of the equity awards and is recognized as compensation expense over the requisite service period, which is generally the vesting period of the awards. The Company classifies share-based compensation expense based on the nature of the services received and presents such expense within cost of revenue, general and administrative expenses, or other operating expense categories, as applicable.
2025 Equity Incentive Plan
On March 18, 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), which was approved by the Company’s Board of Directors and administered by the Compensation Committee. The purpose of the 2025 Plan is to promote the success of the Company and increase shareholder value by providing equity-based incentives to attract, retain and motivate employees, directors, officers, consultants and other eligible service providers.
Under the 2025 Plan, the Company is authorized to issue up to ordinary shares in the form of equity-based awards, including stock options, restricted stock, restricted stock units, stock appreciation rights and other share-based or cash-settled awards. Awards may vest based on service conditions, performance conditions, or a combination thereof, as determined by the Compensation Committee at the time of grant. The fair value of ordinary shares is generally determined based on the closing market price on the grant date.
Share-Based Compensation to Executive Officers
Between February 2025 and January 2026, the Company granted equity awards to its Chief Strategy Officer (“CSO”) under the 2025 Plan as part of his compensation arrangement. The CSO’s equity compensation is structured as monthly equity grants, with each grant measured at fair value on its respective grant date and recognized as compensation expense over the related service period. Share-based compensation expense related to the CSO is included in general and administrative expenses.
Employee Equity Incentive Awards
During the year 2025 and the first quarter of 2026, the Company granted restricted ordinary shares to certain employees under the 2025 Plan. Although certain awards were legally issued during 2025, such shares are subject to service-based vesting conditions and transfer restrictions, including minimum holding periods under Rule 144 of the Securities Act of 1933, as amended.
For employee awards granted in 2025 for which the first tranche of shares is scheduled to vest or be released in February 2026, the Company recognized share-based compensation expense in 2025 and the first quarter of 2026 based on the grant-date fair value of the awards and the portion of the requisite service period completed as of March 31, 2026. Unvested awards are subject to forfeiture if the employee fails to satisfy the applicable service conditions.
SCHEDULE OF SHARE-BASED PAYMENTS EXPENSES
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| 2025 Share Incentive Plan | US$ | |||||||
| Cost of revenues | ||||||||
| General and administrative expenses | ||||||||
| Total share-based compensation expense | ||||||||
| 38 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| 2025 Share Incentive Plan | Shares | Shares | ||||||
| Outstanding on January 1, 2026 and 2025 | ||||||||
| Grant | ||||||||
| Vested / released | ( | ) | ( | ) | ||||
| Forfeited / cancelled | ||||||||
| Outstanding on March 31, 2026 and 2025 | ||||||||
As of March 31, 2026, the outstanding awards included restricted share units that had vested upon the departure of a former director and Chief Operating Officer but had not yet been issued as of the reporting date.
Weighted-Average Grant-Date Fair Value of Employee Awards
The weighted-average grant-date fair value of equity awards granted to employees under the 2025 Equity Incentive Plan during the first quarter of 2026 was $ per share.
Unrecognized Compensation Cost – Employee Awards
As of March 31, 2026, the Company had unrecognized share-based compensation cost related to unvested employee equity awards granted under the 2025 Equity Incentive Plan. This cost is expected to be recognized over the remaining weighted-average service period of the awards, generally within the next one to .
Shares Available for Future Grant under the 2025 Plan
As of March 31, 2026, ordinary shares remained available for future issuance under the 2025 Equity Incentive Plan.
Non-Employee Share-Based Compensation
The Company also granted restricted ordinary shares during 2025 to certain non-employee service providers, including Palantir Innovation Technologies Corporation and Power Tech Digital Trading Co., Ltd., in exchange for technology advisory and consulting services. These awards were granted pursuant to written service agreements and approved by the Board of Directors or the Compensation Committee.
Non-employee share-based compensation is measured at the grant-date fair value of the equity instruments issued and recognized as expense over the period during which the related services are rendered, consistent with ASC 718. Share-based compensation expense related to non-employee services is classified within operating expenses based on the nature of the services received.
SCHEDULE OF SHARE-BASED PAYMENTS EXPENSES
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Non-Employee Share-Based Compensation | US$ | |||||||
| Cost of revenues | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| Total non-employee share-based compensation expense | ||||||||
| 39 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Non-Employee Share-Based Compensation | Shares | Shares | ||||||
| Outstanding on January 1, 2026 and 2025 | ||||||||
| Shares issued for consulting and technology services | ||||||||
| Outstanding on March 31, 2026 and 2025 | ||||||||
During the year 2025, the Company issued an aggregate of ordinary shares to certain non-employee service providers in exchange for consulting and technology-related services. The shares were legally issued in December 2025 and are included in the Company’s issued and outstanding share capital. The shares are subject to transfer restrictions under Rule 144 of the Securities Act of 1933.
The shares were issued as consideration for services to be provided over a future service period. Accordingly, the Company recognizes the related share-based compensation expense over the service period in accordance with ASC 718.
The weighted-average shares outstanding used in the basic earnings per share calculation include the shares issued to non-employee service providers in December 2025.
Basic net loss per ordinary share is computed by dividing net loss attributable to holders of ordinary shares of the Company by the weighted-average number of ordinary shares outstanding during the period. Diluted net loss per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. For the three months ended March 31, 2026 and 2025, diluted net loss per ordinary share is the same as basic net loss per ordinary share because the inclusion of potential ordinary shares would be anti-dilutive. For the three months ended March 31, 2026 and 2025, the weighted-average number of ordinary shares used in the calculation of both basic and diluted net loss per share was and , respectively. Net loss per ordinary share is presented for continuing operations, discontinued operations, and on a combined basis. Net loss from continuing operations and discontinued operations are allocated to ordinary shareholders in determining net loss per ordinary share.
During
the year, the Company issued
| 40 |
CHAINCE DIGITAL HOLDINGS INC.
(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In U.S. dollars, except for number of shares and per share data)
SCHEDULE OF WEIGHTED-AVERAGE ORDINARY SHARES OUTSTANDING
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| US$ | US$ | |||||||
| Numerator: | ||||||||
| Net loss attributable to holders of ordinary shares of CHAINCE DIGTAL HOLDINGS INC. | ( | ) | ( | ) | ||||
| Continuing operations | ( | ) | ( | ) | ||||
| Discontinued operations | ( | ) | ( | ) | ||||
| Denominator: | ||||||||
| Weighted average shares used in calculating basic net loss per ordinary share | ||||||||
| Weighted average shares used in calculating diluted net loss per ordinary share | ||||||||
| Net Loss per ordinary share | ||||||||
| Basic | ( | ) | ( | ) | ||||
| Diluted | ( | ) | ( | ) | ||||
| Net Loss per ordinary share from continuing operation | ||||||||
| Basic | ( | ) | ( | ) | ||||
| Diluted | ( | ) | ( | ) | ||||
| Net Loss per ordinary share from discontinued operation | ||||||||
| Basic | ( | ) | ( | ) | ||||
| Diluted | ( | ) | ( | ) | ||||
17. COMMITMENTS AND CONTINGENCIES
Operating lease commitments
The
Company leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the period ended March
31, 2026 is $
The future aggregate minimum lease payments under non-cancellable operating lease agreements were as follows:
SCHEDULE OF THE FUTURE MINIMUM LEASE PAYMENTS UNDER NON CANCELABLE OPERATING LEASE AGREEMENTS
| Future Periods | US$ | |||
| For the year ending December 31, 2026 | ||||
| For the year ending December 31, 2027 | ||||
| For the year ending December 31, 2028 | ||||
| For the year ending December 31, 2029 | ||||
| Total | ||||
18. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 13, 2026, the date on which these financial statements were available to be issued, and determined that there were no material subsequent events requiring recognition or disclosure in the accompanying condensed consolidated financial statements.
| 41 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the three months ended March 31, 2025 and 2026. This section should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report. See Unaudited Condensed Consolidated Financial Statements of Chaince Digital Holdings Inc. (formerly known as Mercurity Fintech Holding Inc.) as of December 31, 2025 and March 31, 2026, and for the three months ended March 31, 2025 and 2026. We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year ended December 31, 2025, and the notes thereto, which appear in our Annual Report on Form 10-K for the year ended December 31, 2025, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 26, 2026.
Unless otherwise indicated or the context otherwise requires, all references to “our company,” “we,” “our,” “ours,” “us” or similar terms refer to Chaince Digital Holdings Inc. (formerly known as Mercurity Fintech Holding Inc.), its predecessor entities, its subsidiaries and consolidated affiliated subsidiaries.
All such financial statements were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.
RECENT DEVELOPMENTS
During the three months ended March 31, 2026, the Company continued to focus on its financial services and advisory businesses as its primary line of business. No material change occurred in the Company’s principal business strategy during the quarter.
The Company conducts its financial services operations primarily through Chaince Securities, Inc. and its affiliated entities. Chaince Securities, LLC, a subsidiary of Chaince Securities, Inc., is a FINRA-registered broker-dealer and registered investment advisor (“RIA”), and continues to provide investment banking, transaction execution, brokerage-related, and other financial advisory services to clients participating in the U.S. capital markets.
In addition, Ucon Capital (HK) Limited, together with its PRC subsidiary, Chaince (Shenzhen) Consulting Co., Ltd., continued to provide business consulting and advisory services to clients in the Asia-Pacific region during the quarter. These operations remain focused on capital markets advisory, corporate consulting, and related professional services.
During the first quarter of 2026, the Company’s overall business operations remained consistent with the strategic direction established in 2025. Management continued to focus on expanding the Company’s financial services platform, developing its client base, and increasing revenue contribution from both IPO-related and non-IPO-related financial services engagements.
Looking ahead, the Company expects to continue pursuing growth in its financial services and advisory businesses while maintaining operational discipline and supporting the expansion of its customer base across multiple service lines.
As of May 11, 2026, the Company had a total of 79,443,800 ordinary shares issued and outstanding, of which 65,100,254 ordinary shares held by non-affiliates. The aggregate market value of the registrant’s ordinary shares held by non-affiliates (or “Public Float”) as of May 11, 2026 was $391,903,529. This amount is based on the closing price of the ordinary shares on Nasdaq of $6.02 per share on that date. Ordinary shares held by executive officers, directors and 10% or greater stockholders have been excluded since such persons may be deemed affiliates.
Overview
The Company’s continuing operations are focused on its financial services and advisory businesses, which are conducted primarily through its wholly owned subsidiary, Chaince Securities, Inc., together with Chaince Securities, LLC and Ucon Capital (HK) Limited and its subsidiaries in China.
These entities are engaged in investment banking, capital markets advisory, transaction execution, brokerage-related services, and related business consulting services.
Set forth below is an update of the Company’s business lines as presented in the accompanying condensed consolidated financial statements for the three months ended March 31, 2026.
| 42 |
Financial services and advisory businesses
Since August 2022, the Company has operated in the financial services and advisory sector. Following FINRA’s approval of Chaince Securities, LLC’s Continuing Membership Application (“CMA”) in March 2025, the financial services and advisory business became the Company’s primary operating focus and remains its sole continuing business line as of March 31, 2026.
These activities are conducted primarily through the Company’s wholly owned subsidiary, Chaince Securities, Inc., and its affiliated entities. Chaince Securities, LLC, a subsidiary of Chaince Securities, Inc., is a FINRA-registered broker-dealer and registered investment advisor (“RIA”). Chaince Securities, LLC provides investment banking, transaction execution, brokerage-related, and other business consulting services to companies pursuing securities offerings in the U.S. capital markets, as well as investment-related solutions to institutional investors, high-net-worth individuals, and emerging issuers. Its operations team is based in New York and primarily conducts business with clients located in the United States.
In addition, Ucon Capital (HK) Limited (“Ucon”), together with its wholly owned subsidiary in the People’s Republic of China, Chaince (Shenzhen) Consulting Co., Ltd., provides business consulting and advisory services to clients in the Asia-Pacific region, with a focus on capital markets advisory, corporate restructuring, and related professional services.
Discontinued Filecoin mining business
Historically, the Company also conducted blockchain and digital asset-related activities through Mercurity Fintech Technology Holding Inc. (“MFH Tech”), including distributed storage and computing services consisting primarily of Filecoin (“FIL”) mining operations.
In December 2025, the Company’s Board of Directors approved a strategic decision to discontinue the Filecoin mining business, as such operations were no longer aligned with the Company’s long-term business strategy and capital allocation priorities. Following this decision, the Company ceased making new investments in Filecoin mining activities and initiated an orderly wind-down of that business.
On December 12, 2025, the Company entered into a comprehensive agreement pursuant to which substantially all Filecoin mining equipment was sold to a third party. Under the terms of that agreement, the Company leased back the equipment through April 30, 2026 solely to allow existing Filecoin mining nodes to naturally expire. Upon expiration of the nodes, the Company expects to complete the wind-down of the remaining Filecoin mining activities and settle any remaining obligations related to such business.
The results of the Filecoin mining business have been classified as discontinued operations in accordance with ASC 205-20 and are presented separately from continuing operations in the accompanying condensed consolidated financial statements. Prior-period financial information has been reclassified to conform to the current period presentation.
MFH Tech continues to exist as a legal entity following the Company’s decision to discontinue the Filecoin mining business and may be used for other digital asset-related or technology-enabled activities in the future. The discontinuation relates solely to the Filecoin mining business and does not represent a liquidation or dissolution of MFH Tech.
As of March 31, 2026, the Company’s subsidiaries are as follows:
| Date of | Place of | Percentage | ||||||
| acquisition/ | establishment/ | of legal | ||||||
| registration | incorporation | ownership | ||||||
| Subsidiaries: | ||||||||
| Chaince Securities, Inc. | April 12, 2023 | United States | 100 | % | ||||
| Chaince Securities, LLC | December 6, 2024 | United States | 100 | % | ||||
| Ucon Capital (HK) Limited | May 21, 2019 | Hong Kong | 100 | % | ||||
| Chaince (Shenzhen) Consulting Co., Ltd. | July 23, 2025 | China | 100 | % | ||||
| Mercurity Fintech Technology Holding Inc. | July 15, 2022 | United States | 100 | % | ||||
| *Aifinity Base Limited | February 5, 2025 | Hong Kong | 51 | % | ||||
| * | Note: Aifinity Base Limited has not actually engaged in any business activities and has been undergoing the process of deregistration. |
| 43 |
Results of Operations
Comparison of Results of Operations for the three months ended March 31, 2026 and 2025
The following summary of the audited consolidated financial data for the periods and as of the dates indicated is qualified by reference to, and should be read in conjunction with, our audited consolidated financial statements and related notes. Our historical results do not necessarily indicate our results to be expected for any future period.
(Amounts expressed in U.S. dollars, except share data and per share data, or otherwise noted)
| For the three months ended March 31, | Variance in | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Revenue | 507,546 | 25,065 | 482,481 | 1924.92 | % | |||||||||||
| Cost of revenue | (289,521 | ) | (67,412 | ) | (222,109 | ) | 329.48 | % | ||||||||
| Gross profit | $ | 218,025 | $ | (42,347 | ) | $ | 260,372 | -614.85 | % | |||||||
| Selling and marketing expenses | (21,148 | ) | (29,066 | ) | 7,918 | -27.24 | % | |||||||||
| General and administrative expenses | (1,144,112 | ) | (713,422 | ) | (430,690 | ) | 60.37 | % | ||||||||
| Research and development | (83,542 | ) | — | (83,542 | ) | — | ||||||||||
| Provision for doubtful accounts | 1,058 | — | 1,058 | — | ||||||||||||
| Loss on market price of stablecoins and digital assets | (278,370 | ) | (68,592 | ) | (209,778 | ) | 305.83 | % | ||||||||
| Operating loss | $ | (1,308,089 | ) | $ | (853,427 | ) | $ | (454,662 | ) | 53.27 | % | |||||
| Interest income/(expenses), net | 251,913 | 51,181 | 200,732 | 392.20 | % | |||||||||||
| Other (expenses)/income, net | (114 | ) | 15 | (129 | ) | -860.00 | % | |||||||||
| (Loss)/Gain from market price of short-term investment | (63,072 | ) | 3,159 | (66,231 | ) | -2096.58 | % | |||||||||
| Loss before provision for income taxes | $ | (1,119,362 | ) | $ | (799,072 | ) | $ | (320,290 | ) | 40.08 | % | |||||
| Income tax benefits | 32,709 | 95,310 | (62,601 | ) | -65.68 | % | ||||||||||
| Loss from continuing operations | $ | (1,086,653 | ) | $ | (703,762 | ) | $ | (382,891 | ) | 54.41 | % | |||||
| Loss from discontinued operations | (265,791 | ) | (597,716 | ) | 331,925 | -55.53 | % | |||||||||
| Net loss | $ | (1,352,444 | ) | $ | (1,301,478 | ) | $ | (50,966 | ) | 3.92 | % | |||||
Revenue
Our revenues mainly represent revenues from financial services and advisory activities. Revenue previously generated from distributed storage and computing services, consisting of Filecoin mining operations, has been classified as discontinued operations and is excluded from the Company’s continuing revenue recognition policies.
The following table sets forth the revenues of our different types of businesses:
| For the three months ended March 31, | Variance in | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Revenue | ||||||||||||||||
| Financial services and advisory businesses | 507,546 | 25,065 | 482,481 | 1924.92 | % | |||||||||||
| Total revenue | $ | 507,546 | $ | 25,065 | $ | 482,481 | 1924.92 | % | ||||||||
For the three months ended March 31, 2026 and 2025, total revenue from financial services and advisory businesses was $507,546 and $25,065, respectively, representing an increase of $482,481, or 1924.92%.
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As disclosed in the consolidated financial statements, the Company’s revenues for 2026 and 2025 were derived entirely from financial services and advisory businesses. Revenue previously generated from distributed storage and computing services (Filecoin mining operations) has been classified as discontinued operations and is presented separately from continuing operations.
Revenue Composition
Revenue for the three months ended March 31, 2026 was diversified across multiple service categories, as follows:
| ● | Industry Advisory & Consulting services: $336,605 | |
| ● | IPO-related financial advisory and consulting services: $113,948 | |
| ● | Transaction execution and brokerage services: $56,993 |
In contrast, revenue for the three months ended March 31, 2025 was primarily concentrated in:
| ● | IPO-related financial advisory and consulting services: $10,065 | |
| ● | Other services – referral services: $15,000 |
The increase in revenue during 2026 was primarily attributable to: (a) a higher volume of advisory and consulting engagements; (b) increased transaction execution activities.
Revenue growth reflects an expansion in both the number of engagements and the diversity of services provided during 2026 compared to 2025.
Revenue Recognition Characteristics
Revenue from financial services and advisory businesses is recognized in accordance with ASC 606 when performance obligations are satisfied.
Depending on the nature of the engagement:
| ● | IPO-related advisory and industry consulting services are generally recognized over time as services are performed; | |
| ● | PIPE advisory and transaction execution services are generally recognized at a point in time upon completion of the relevant transaction milestone; | |
| ● | Referral services are recognized when the referral obligation is fulfilled; | |
| ● | Certain brokerage-related services may be presented on either a gross or net basis depending on the Company’s role in the transaction. |
Changes in revenue mix between 2026 and 2025 reflect an increased contribution from advisory and consulting engagements relative to referral-based activities.
Cost of revenue
The following table sets forth the cost of revenue of our different types of businesses:
| For the three months ended March 31, | Variance in | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Cost of revenue | ||||||||||||||||
| Financial services and advisory businesses | (289,521 | ) | (67,412 | ) | (222,109 | ) | 329.48 | % | ||||||||
| Total cost of revenue | $ | (289,521 | ) | $ | (67,412 | ) | $ | (222,109 | ) | 329.48 | % | |||||
For the three months ended March 31, 2026 and 2025, total cost of revenue from financial services and advisory businesses was $289,521 and $67,412, respectively, representing an increase of $222,109, or 329.48%.
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The increase in cost of revenue was primarily attributable to the expansion of revenue-generating activities during 2026. As disclosed above, total revenue increased by $482,481 quarter-over-quarter, driven by growth in IPO-related financial advisory services, industry advisory and consulting services, and transaction execution and brokerage services engagements. The increase in cost of revenue is consistent with the higher level of transaction volume and consulting activity during the period.
Cost of revenue for financial services and advisory businesses primarily consists of: (a) salaries and benefits of advisory and project execution personnel directly involved in revenue-generating activities; (b) transaction-based compensation arrangements; (c) brokerage clearing fees and execution-related charges; and (d) directly attributable professional service costs.
Gross profit/(loss) and gross profit/(loss) margin
Gross profit/(loss) represents our net revenues less cost of revenue. Our gross profit/(loss) margin represents our gross profit/(loss) as a percentage of our net revenues.
The following table sets forth the gross profit/(loss) and gross profit/(loss) margin of our different types of businesses:
| For the three months ended March 31, | Variance in | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Gross profit/(loss) | ||||||||||||||||
| Financial services and advisory businesses | 218,025 | (42,347 | ) | 260,372 | -614.85 | % | ||||||||||
| Total gross profit/(loss) | $ | 218,025 | $ | (42,347 | ) | $ | 260,372 | -614.85 | % | |||||||
| Gross profit/(loss) margin | ||||||||||||||||
| Financial services and advisory businesses | 42.96 | % | -168.95 | % | 211.91 | % | -125.43 | % | ||||||||
| Overall gross profit/(loss) margin | 42.96 | % | -168.95 | % | 211.91 | % | -125.43 | % | ||||||||
For the three months ended March 31, 2026 and 2025, gross profit/(loss) from financial services and advisory businesses was $218,025 and $(42,347), respectively. The Company’s results improved by $260,372, reflecting a change from gross loss in the prior-year period to gross profit in the current period.
Gross profit/(loss) margin was 42.96% for the three months ended March 31, 2026, compared to (168.95%) for the three months ended March 31, 2025. This represented an improvement of 211.91 percentage points, primarily due to increased revenue scale and improved operating leverage in the Company’s financial services and advisory businesses.
The improvement in gross profit and gross margin was primarily driven by higher revenue generated from advisory and consulting engagements during the 2026 period. Although cost of revenue also increased in absolute terms due to higher personnel-related and transaction-related costs, the increase in revenue more than offset the increase in direct costs.
Sales and marketing expenses
Sales and marketing expenses primarily consist of (i) labor costs of sales personnel, and (ii) referral and promotion fees for businesses. These costs are expensed as incurred.
The sales and marketing expenses for the three months ended March 31, 2026 amounted to $21,148, all of which attributed to labor costs of sales personnel.
The sales and marketing expenses for the three months ended March 31, 2025 amounted to $29,066, all of which attributed to labor costs of sales personnel.
The definition of our main business has undergone some restructuring in recent years, and as it becomes more well-defined, and as current structural business investments mature and begin to yield revenue, we have plans to steadily increase our marketing and promotional investment and efforts.
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General and administrative expenses
The Company’s general and administrative expenses consist primarily of (i) salaries and benefits for employees, which are the salaries and benefits for our management, merchant service representatives and general administrative staff, (ii) office expenses, which consist primarily of office rental, maintenance and utilities expenses, depreciation of office equipment and other office expenses, and (iii) professional expenses, which consist primarily of legal expense and audit fees.
The Company’s general and administrative expenses for the three months ended March 31, 2026 amounted to $1,144,112, consisted primarily of $263,937 in employment costs, $440,814 in professional fees, and $439,361 in other office expenses.
The Company’s general and administrative expenses for the three months ended March 31, 2025 amounted to $713,422, consisting primarily of $225,393 in employment costs, $241,876 in professional fees, and $246,153 in other office expenses.
Due to the expansion of the Company’s financial services and advisory businesses team, all employee salaries and benefits, professional expenses, and office and other miscellaneous expenses have increased significantly compared to the same period in the previous year.
Research and development expenses
Research and development expenses consist primarily of costs incurred in connection with the development of the Company’s tokenization platform network and related blockchain infrastructure initiatives.
For the three months ended March 31, 2026, research and development expenses were $83,542, compared to nil for the three months ended March 31, 2025. The increase was primarily attributable to equity-based compensation recognized in connection with system development services provided under the Comprehensive Technology Services Agreement entered into on July 23, 2025 with Palantir Innovation Technologies Corporation.
Pursuant to the agreement, the Company engaged the service provider to assist with the development and implementation of a tokenization platform network, including blockchain architecture design, RWA (Real World Assets) tokenization framework development, smart contract advisory, and related compliance-supporting technical systems. As consideration, the Company issued ordinary shares to the service provider, which are accounted for under ASC 718, Compensation—Stock Compensation.
The equity awards granted under the agreement have a three-year service period. Accordingly, the total grant-date fair value of the shares issued is being recognized as expense on a straight-line basis over the requisite service period. During the three months ended March 31, 2026, the Company recognized $83,542 of share-based compensation expense attributable to development-related services, which has been classified within research and development expenses in the consolidated statements of operations.
The Company did not incur material research and development expenses in 2025, as no comparable system development agreements were in effect during that period.
Management believes that continued investment in technology infrastructure and tokenization-related development initiatives is strategically important to support potential future blockchain- and digital asset–enabled service offerings. However, the Company will continue to evaluate the scope and pace of such investments in light of its broader capital allocation priorities and financial performance objectives.
Loss on market price of stablecoins and digital assets
Loss on market price of stablecoins and digital assets represents changes in the fair value of the Company’s digital assets holdings and certain cryptocurrency-denominated balances recognized in earnings during the reporting period.
Effective January 1, 2024, the Company adopted ASU 2023-08, which requires in-scope digital assets to be measured at fair value at each reporting date, with changes in fair value recognized in net income. Accordingly, changes in fair value are recognized in net income in the period in which they arise.
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Classification Between Continuing and Discontinued Operations
For presentation purposes, the Company classifies fair value changes based on the operational nature and business association of the underlying digital assets:
| ● | Digital assets held in the wallet of the parent company, Chaince Digital Holdings Inc. (“Chaince Cayman”), are associated with treasury and corporate-level activities and are therefore classified within continuing operations. | |
| ● | Filecoins held in the mining node accounts of the Company’s wholly owned subsidiary, MFH Tech, which relate directly to the Filecoin mining business, are classified within discontinued operations following the Board’s decision to wind down the distributed storage and computing services business. | |
| ● | Adjustments arising from FIL-denominated receivables and payables associated with the Filecoin mining business are likewise classified within discontinued operations, as such balances are directly attributable to the mining operations. |
Continuing Operations
For the three months ended March 31, 2026, loss on market price of stablecoins and digital assets from continuing operations totaled $278,370, consisting of: (a) loss on market price of Bitcoin of $193,430; (b) gain on market price of USD Coin of $290; (c) loss on market price of Solana (SOL) of $41,380; and (d) loss on market price of Filecoin (held outside the mining node structure) of $43,850.
For the three months ended March 31, 2025, loss on market price of stablecoins and digital assets from continuing operations totaled $68,592, which solely from loss on market price of Filecoin (held outside the mining node structure).
These losses relate primarily to digital assets held in Chaince Cayman’s corporate wallet and reflect declines in market prices during the period. These amounts are included in “Loss on market price of stablecoins and digital assets” within continuing operations in the consolidated statements of operations.
Discontinued Operations
For the three months ended March 31, 2026, Loss on market price of stablecoins and digital assets from discontinued operations totaled $126,716, consisting of: (a) $127,686 loss attributable to Filecoins held in MFH Tech’s Filecoin mining node accounts; and (b) $970 gain arising from fair value adjustments to FIL-denominated receivables and payables associated with the Filecoin mining business.
For the three months ended March 31, 2025, Loss on market price of stablecoins and digital assets from discontinued operations totaled $465,256, consisting of: (a) $486,788 loss attributable to Filecoins held in MFH Tech’s Filecoin mining node accounts; and (b) $21,532 gain arising from fair value adjustments to FIL-denominated receivables and payables associated with the Filecoin mining business.
The FIL-denominated receivables and payables were settled or measured in Filecoin and were therefore subject to remeasurement based on changes in FIL market prices. Because these balances are directly related to the mining business, the associated fair value adjustments have been classified within discontinued operations in accordance with ASC 205-20.
Overall Volatility Considerations
The increase in total fair value losses in 2026 compared to prior periods was primarily driven by declines in Filecoin market prices and continued price volatility in major cryptocurrencies. Under the fair value model required by ASU 2023-08, the Company’s results of operations are subject to increased volatility as both upward and downward market movements are recognized in earnings each reporting period.
Interest income/(expenses), net
The Company’s interest income/(expenses), net consist of (i) convertible notes interest costs, and (ii) interest income from cash deposits and short-term investments.
The Company’s interest income/(expenses), net for the three months ended March 31, 2026 amounted to $251,913, consisted of nil in convertible notes interest costs, and positive $251,913 in interest income from cash deposits and short-term investments.
The Company’s interest income/(expenses), net for the three months ended March 31, 2025 amounted to $51,181, consisted of negative $60,137 in convertible notes interest costs, and positive $111,318 in interest income from cash deposits and short-term investments and providing loans to external parties.
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Gain/(loss) from market price of short-term investment
The gain from market price of short-term investment for the three months ended March 31, 2026 and 2025 consists primarily of the net gain from the market price changes of the common stocks and ETFs held by the Company.
Loss before income taxes
Loss before income taxes was $ $1,119,362 for the three months ended March 31, 2026, compared with loss before income taxes of $799,072 for the three months ended March 31, 2025.
Income tax benefits
We recorded income tax benefits of $32,709 for the three months ended March 31, 2026 and income tax benefits of $95,310 for the three months ended March 31, 2025.
Loss from continuing operations
Loss from continuing operations was $1,086,653 for the three months ended March 31, 2026, compared with loss from continuing operations of $ $703,762 for the three months ended March 31, 2025.
Loss from discontinued operations
For the three months ended March 31, 2026, the Company recognized a loss from discontinued operations of $ 265,791, compared to $597,716 for the three months ended March 31, 2025.
The discontinued operations relate entirely to the Company’s distributed storage and computing services business, which consisted of Filecoin (“FIL”) mining activities conducted through its wholly owned U.S. subsidiary, Mercurity Fintech Technology Holding Inc. (“MFH Tech”). In December 2025, the Company’s Board of Directors approved a strategic decision to discontinue this business, and the results of the Filecoin mining operations have been classified as discontinued operations in accordance with ASC 205-20.
Operating Results of the Mining Business
For the three months ended March 31, 2026, revenue from the Filecoin mining operations was $37,727, compared to $116,334 in 2025. Revenue fluctuations were primarily driven by changes in mining output and market prices of FIL at the time rewards were received.
Cost of revenue for the three months ended March 31, 2026 was $175,668, primarily consisting of mining equipment depreciation, facility lease and electricity costs, software-related expenses, and other operational costs necessary to maintain node operations. The mining business continued to generate negative gross margins during the year.
Nature of the Loss
The 2026 loss from discontinued operations was driven primarily by: (a) ongoing negative operating margins from mining activities; (b) Impairment charges recognized in connection with the wind-down decision; and (c) fair value volatility of FIL holdings and FIL-denominated balances.
A significant portion of the loss relates to non-cash items, including impairment and fair value adjustments.
Following the Board’s approval in December 2025, the Company ceased making new investments in the mining business and initiated an orderly wind-down. The Company expects the remaining mining nodes to expire by April 30, 2026, at which point it will fully exit the Filecoin mining operations.
Net loss
As a result of the foregoing factors, we recorded a net loss of $1,352,444 for the three months ended March 31, 2026, as compared to a net loss of $1,301,478 for the three months ended March 31, 2025.
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Liquidity and Capital Resources
Primary Sources of Liquidity
Our primary sources of liquidity consist of existing cash and cash equivalents, cash flows from operating activities, and proceeds from financing activities.
As of March 31, 2026, we had cash and cash equivalents of $36,718,776, stablecoins (USD Coins) of $2,893,518, digital assets of $843,968, and total equity of $46,964,404. The increase in cash during 2026 was primarily driven by equity financing activities, partially offset by cash used in operating and investing activities.
Management continuously monitors liquidity levels, operating cash flow trends, capital expenditure requirements, and contractual commitments to assess the Company’s ability to meet its short-term and long-term obligations. Based on current cash balances and expected operating activities, management believes that the Company has sufficient liquidity to fund its operations and anticipated commitments for at least the next twelve months.
The Company may, from time to time, pursue additional equity or debt financing to support business expansion, strategic investments, or working capital needs. The availability and terms of such financing are subject to market conditions and the Company’s financial performance. Issuance of additional equity securities may result in dilution to existing shareholders, while the incurrence of debt may require the Company to allocate cash toward debt service and may impose certain operational or financial covenants.
Cash Flows
Cash Flows for the three months ended March 31, 2026, compared to the three months ended March 31, 2026
The following table sets forth a summary of our cash flows for the periods indicated:
| For the three months ended March 31, | Variance in | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Net cash used in operating activities | (803,233 | ) | (800,059 | ) | (3,174 | ) | 0.40 | % | ||||||||
| Net cash used in investing activities | (137,164 | ) | (937,233 | ) | 800,069 | -85.37 | % | |||||||||
| Net cash provided by financing activities | 3,839,040 | 3,666,900 | 172,140 | 4.69 | % | |||||||||||
| Effect of exchange rate changes | 64 | 20 | 44 | 220.00 | % | |||||||||||
| Net change in cash and cash equivalents | $ | 2,898,707 | $ | 1,929,628 | $ | 969,079 | 50.22 | % | ||||||||
| Cash and cash equivalents, beginning of the year | 33,820,069 | 24,009,331 | 9,810,738 | 40.86 | % | |||||||||||
| Cash and cash equivalents, end of the year | $ | 36,718,776 | $ | 25,938,959 | $ | 10,779,817 | 41.56 | % | ||||||||
For the three months ended March 31, 2026, net increase in cash and cash equivalents was $2,898,707, compared to $1,929,628 for the three months ended March 31, 2025. Cash and cash equivalents were $36,718,776 as of March 31, 2026, compared to $25,938,959 as of March 31, 2025. The increase in cash during the three months ended March 31, 2026 was primarily driven by financing activities, partially offset by cash used in operating and investing activities.
Operating Activities
Net cash used in operating activities was $803,233 for the three months ended March 31, 2026, compared to $800,059 for the three months ended March 31, 2024.
2026 Operating Cash Flow
For the three months ended March 31, 2026, our net cash used in operating activities was $803,233, reflecting a combination of net cash used in continuing operations of $680,316 and net cash used in discontinued operations of $122,917.
The net cash used in continuing operations was primarily attributable to (i) our net loss from continuing operations of $1,086,653, (ii) an adjustment of deducted non-cash profit and loss items of a positive net amount of $747,617, mainly provision for doubtful accounts, inclusive of depreciation, loss from selling short-term investments, exchange gains and losses, loss on market price of short-term investment, Loss on market price of stablecoins and digital assets, loss on share-based payment liabilities, interest income/(expenses), stock-based compensations, gain from debt forgiveness, non-cash revenue or gain, non-cash expenses, gain from deregistration of subsidiaries, and other income or loss, (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including: a decrease of $27,402 in clearing deposits, a decrease of $134,831 in accounts receivable, a decrease of $13,048 in prepaid expenses and other current assets, a decrease of $11,778 in accounts payable, a decrease of $215,384 in advance from customers and deferred revenues, an increase of $69,037 in operating lease liabilities, and a decrease of $318,292 in accrued expenses and other current liabilities, and (iv) Changes in non-current assets and liabilities negatively affected cash flows from operating activities, primarily as a result of a decrease in right-of-use assets of $80,232, an increase in deferred tax assets of $32,709, partially offset by a decrease in operating lease liabilities of $87,667.
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Operating cash flows also included the effects of discontinued operations. Cash flows attributable to the Filecoin mining business primarily consisted of operating lease payments, electricity and hosting expenses, and mining-related costs incurred during the wind-down period.
Although the Company continued to generate advisory revenue growth in the three months ended March 31, 2026, operating cash flow remained negative due to expansion-related working capital requirements and the continued wind-down of the mining operations.
2025 Operating Cash Flow
For the three months ended March 31, 2025, our net cash used in operating activities was $800,059, reflecting a combination of net cash used in continuing operations of $740,278 and net cash used in discontinued operations of $59,781.
The net cash used in continuing operations was primarily attributable to: (i) our net loss from continuing operations of $703,762; (ii) an adjustment of deducted non-cash profit and loss items of a positive net amount of $288,671, mainly inclusive of provision for doubtful accounts, depreciation, gain from selling short-term investments, exchange gains and losses, gain from market price of short-term investment, Loss on market price of stablecoins and digital assets, interest income/(expenses), non-cash revenue or gain, non-cash expenses, and other income or loss; (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including: an increase of $57,795 in prepaid expenses and other current assets, an increase of $32,517 in accounts payable, a decrease of $10,065 in advance from customers and deferred revenues, a decrease of $93,056 in operating lease liabilities, and a decrease of $339,808 in accrued expenses and other current liabilities; and (iv) changes in non-current assets and liabilities that positively affected the cash flow from operating activities, primarily including: a decrease of $238,330 in right-of-use assets, an increase of $95,310 in deferred tax assets.
Operating cash flows in 2025 also included cash outflows related to Filecoin mining activities, which were presented within discontinued operations.
Quarter-over-quarter, the improvement in operating cash flow of continuing operations in 2026 compared to 2025 was primarily attributable to reduced working capital outflows and changes in operating lease liabilities.
Investing Activities
Net cash used in investing activities was $137,164 for the three months ended March 31, 2026, compared to net cash used in investing activities of $937,233 for the three months ended March 31, 2025.
2026 Investing Cash Flow
For the three months ended March 31, 2026, our net cash used in investing activities was $137,164, reflecting net cash used in continuing operations of $137,164. The net cash used in continuing operations was primarily attributable to cash received from short-term investment interests and dividends of $4,914, cash paid for purchasing digital assets of $125,828, cash paid for property and equipment of $11,336, and cash paid for short-term investments of $4,914.
2025 Investing Cash Flow
For the three months ended March 31, 2025, our net cash used in investing activities was $937,233, reflecting net cash used in continuing operations of $937,233. The net cash used in continuing operations was primarily attributable to cash received from short-term investment interest and dividends of $6,457, and cash paid for short-term investments of $943,690.
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Financing Activities
Net cash provided by financing activities was $3,839,040 for the three months ended March 31, 2026, compared to net cash provided by financing activities of 3,666,900 for the three months ended March 31, 2025.
2026 Financing Cash Flow
For the three months ended March 31, 2026, our net cash provided by financing activities was $3,839,040. This cash flow was solely derived from continuing operations and was primarily attributed to cash received from equity financing of $3,839,040.
2025 Financing Cash Flow
For the three months ended March 31, 2025, our net cash provided by financing activities was $3,666,900. This cash flow was solely derived from continuing operations and was primarily attributed to cash received from private placement of $8,041,900, cash paid for repaying the convertible notes of $4,000,000, and cash paid for financing related financial advisory fees of $375,000.
Cash and Cash Equivalents, and Restricted Cash
As of March 31, 2026, the Company had cash and cash equivalents of $36,718,776, compared to $33,820,069 as of December 31, 2025.
The increase in cash and cash equivalents in the three months ended March 31, 2026 was primarily attributable to net proceeds from equity financing activities, partially offset by operating cash outflows and investing activities during the period.
Short-term Investments
As of March 31, 2026, the Company held short-term investments of $3,182,618, primarily consisting of U.S. Treasury Bill, ETFs, certificates of deposit, and common stock received in exchange for consulting services, compared to $2,243,567 as of December 31, 2025.
Stablecoins and Digital Assets
As of March 31, 2026, the Company held stablecoins and digital assets from continuing operations with an aggregate fair value of $3,737,486, consisting of USD Coin, Bitcoin, Solana, and Filecoin, compared to $4,027,522 as of December 31, 2025.
Effective January 1, 2024, the Company adopted ASU 2023-08, under which digital assets are measured at fair value with changes in fair value recognized in net income. Accordingly, the carrying amounts of digital assets as of March 31, 2026 and December 31, 2025 reflect fair value measurement at the respective reporting dates.
As previously disclosed, digital assets associated with the Company’s discontinued Filecoin mining operations are presented separately within discontinued operations in the consolidated financial statements.
Contingencies
From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. As of March 31, 2026, management is not aware of any pending or threatened claims that, if adversely determined, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Capital Expenditures
Capital expenditures for the three months ended March 31, 2026 and 2025 were $137,164 and $937,233, respectively.
Capital expenditures in the three months ended March 31, 2026 primarily related to purchases of digital assets of $125,828. Capital expenditures in the three months ended March 31, 2025 were $943,690, primarily related to purchases of short-term investments.
The Company expects to fund future capital expenditures primarily through existing cash and cash equivalents. The level and timing of future capital expenditures will depend on the Company’s strategic initiatives, operating performance, and market conditions.
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Contractual Obligations
The following table sets forth our contractual obligations as of March 31, 2026:
| Payment Due by Period | ||||||||||||||||
| Total | Less than 1 year | 1-3 years | More than 3 years | |||||||||||||
| Operating lease commitments | 1,110,896 | 286,415 | 791,046 | 33,435 | ||||||||||||
| Total | $ | 1,110,896 | $ | 286,415 | $ | 791,046 | $ | 33,435 | ||||||||
Other than those shown above, we did not have any significant capital and other commitments as of March 31, 2026.
Off-balance Sheet Commitments and Arrangements
We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We qualify as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and are not required to provide the information required by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to provide reasonable assurance that the information required to be disclosed by us in the reports that we file and furnish under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our management has concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective, due to the material weaknesses identified by us, which are described under “Management’s Annual Report on Internal Control over Financial Reporting” of our Annual Report on Form 10-K.
(b) Changes in Internal Control Over Financial Reporting. There has been no change in our internal controls over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company or its subsidiaries may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. We are also subject to governmental or regulatory examinations or investigations. Examinations or investigations can result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the Company will seek to include in its financial statements the necessary provisions for losses that it believes are probable and estimable. Furthermore, the Company will seek to evaluate whether there exist losses which may be reasonably possible and, if material, make the necessary disclosures. The Company currently does not have any material pending legal proceedings to which it or any of its subsidiaries is a party or of which any of their property is the subject. See also Item 2 of Part I of this Quarterly Report on Form 10-Q and Item 3 of Part I of our Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
We qualify as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and are not required to provide the information required by this Item 3.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| (a) | None. | |
| (b) | None. | |
| (c) | None. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
| (a) | None. | |
| (b) | None. |
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
| (a) | None. | |
| (b) | None. | |
| (c) | During
the three months ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange
Act) |
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ITEM 6. EXHIBITS
| * | Filed herewith |
| ** | Furnished herewith |
| + | Certain portions of this exhibit have been redacted because it is both not material and is the type of information that the Company treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon its request. |
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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, thereunto duly authorized.
| Chaince Digital Holdings Inc. | ||
| (Registrant) | ||
| Date: May 14, 2026 | By: | /s/ Shi Qiu |
| Shi Qiu | ||
| Chief Executive Officer and Director | ||
| Date: May 14, 2026 | By: | /s/ Yukuan Zhang |
| Yukuan Zhang | ||
| Chief Financial Officer |
| 56 |
Exhibit 10.1
Exhibit 31.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Shi Qiu, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Chaince Digital Holdings Inc. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: May 14, 2026 | ||
| By: | /s/ Shi Qiu | |
| Name: | Shi Qiu | |
| Title: | Chief
Executive Officer
(Principal Executive Officer) |
|
Exhibit 31.2
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Yukuan Zhang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-K of Chaince Digital Holdings Inc. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: May 14, 2026 | ||
| By: | /s/ Yukuan Zhang | |
| Name: | Yukuan Zhang | |
| Title: | Chief
Financial Officer
(Principal Financial Officer) |
|
Exhibit 32.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Chaince Digital Holdings Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shi Qiu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: May 14, 2026 | ||
| By: | /s/ Shi Qiu | |
| Name: | Shi Qiu | |
| Title: | Chief
Executive Officer
(Principal Executive Officer) |
|
Exhibit 32.2
Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Chaince Digital Holdings Inc. (the “Company”) on 10-Q for the fiscal quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yukuan Zhang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: May 14, 2026 | ||
| By: | /s/ Yukuan Zhang | |
| Name: | Yukuan Zhang | |
| Title: | Chief
Financial Officer
(Principal Financial Officer) |
|