CD 8-K
Chaince Digital Holdings Inc. (CD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement.
On August 8, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain purchasers (collectively, the “Purchasers”) named on the signature pages thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 30,560,000 Ordinary Shares, par value US$0.004 per share (the “Ordinary Shares”), at a purchase price of US$0.53 per Ordinary Share.
The Ordinary Shares were offered pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-287428), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2025, as subsequently amended, and declared effective by the SEC on June 27, 2025, including the prospectus forming a part thereof, as supplemented by a prospectus supplement dated August 10, 2026 relating to the Offering.
The closing of the Offering occurred on August 11, 2026, in accordance with the terms and conditions set forth in the Securities Purchase Agreement. Upon the closing, the Company received aggregate gross proceeds of US$16,196,800 before deducting offering expenses. A portion of the purchase price was paid in USDT and USDC, each of which was treated as functionally equivalent to U.S. dollars on a 1:1 basis pursuant to the Securities Purchase Agreement. The Company intends to use the net proceeds from the Offering for its digital asset reserve, working capital and/or general corporate purposes.
The Securities Purchase Agreement contains customary representations and warranties, covenants, closing conditions and termination rights.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
After the closing of the Offering and completion of the issuance of the Ordinary Shares, the Company had a total of 110,003,800 Ordinary Shares issued and outstanding, consisting of 79,443,800 Ordinary Shares issued and outstanding immediately prior to the closing and 30,560,000 Ordinary Shares issued in the Offering.
Ogier, Cayman Islands counsel to the Company, delivered an opinion regarding the validity of the Ordinary Shares issued and sold in the Offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On August 10, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
Description | |
5.1 |
||
| 10.1 | Form of Securities Purchase Agreement, dated as of August 8, 2026, by and among Chaince Digital Holdings Inc. and the Purchasers party thereto | |
| 99.1 | Press Release, dated August 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 11, 2026
| CHAINCE DIGITAL HOLDINGS INC. | ||
| By: | /s/ Shi Qiu | |
| Name: | Shi Qiu | |
| Title: | Chief Executive Officer | |
Exhibit 5.1
| Chaince Digital Holdings Inc. | D +852 3656 6054 | |
| E [email protected] | ||
| D +852 3656 6023 | ||
| E [email protected] | ||
| Reference: JTC/SWL/519439.000001 |
11 August 2026
Dear Sirs
Chaince Digital Holdings Inc. (the Company)
We have acted as Cayman Islands counsel to the Company in connection with the filings of the Company’s Current Report on Form 8-K dated 11 August 2026 (the Form 8-K) and the Company’s prospectus supplement dated 8 August 2026, including all amendments or supplements thereto (the Prospectus Supplement), forming part of the registration statement on Form F-3 (File No. 333-287428) (including its exhibits, the Registration Statement) which was declared effective on 27 June 2025, with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act).
The Form 8-K and the Prospectus Supplement relate to the Company’s issuance and sale of up to 30,560,000 Ordinary Shares (as defined below) (the Offer Shares) at an offering price of US$0.53 per share pursuant to the Securities Purchase Agreement dated 8 August 2026 entered into by and between the Company and the purchasers as named therein (the Agreement).
This opinion letter is given in accordance with the terms of the Legal Matters section of the Prospectus Supplement and we are furnishing this opinion as Exhibit 5.1 to the Form 8-K.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents (as defined in below). The headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents: (the Documents):
| (a) | a copy of the certificate of incorporation of the Company dated 13 July 2011 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Joanne Collett Dennis Li Cecilia Li |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ |
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
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| (b) | a copy of the certificate of incorporation on change of name of the Company dated 28 December 2016 issued by the Registrar; |
| (c) | a copy of the certificate of incorporation on change of name of the Company dated 4 May 2020 issued by the Registrar; |
| (d) | a copy of the certificate of incorporation on change of name of the Company dated 30 October 2025 issued by the Registrar; |
| (e) | a copy of the fifth amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 2 October 2023 (the Memorandum and Articles); |
| (f) | a copy of a certificate of good standing dated 26 May 2026 (the Good Standing Certificate) issued by the Registrar in respect of the Company; |
| (g) | a copy of the register of directors and officers of the Company as provided to us on 11 August 2026 (the ROD); |
| (h) | the shareholder list of the Company provided to us on 10 August 2026 showing the total issued shares of the Company as at 28 July 2026 (the ROM, and together with the ROD, the Registers); |
| (i) | a copy of a certificate from a director of the Company dated the date of this opinion as to certain matters of facts (the Director’s Certificate); and |
| (j) | a copy of the written resolutions of the directors of the Company dated 7 August 2026 approving among others, the Company’s filings of the Form 8-K and the Prospectus Supplement, entering into the Agreement, and issuance of the Offer Shares (the Board Resolutions); |
| (k) | a copy of the Agreement; |
| (l) | the Form 8-K; |
| (m) | the Prospectus Supplement; and |
| (n) | the Registration Statement. |
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
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| (d) | each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied, supplemented or revoked in any respect; |
| (f) | all copies of the Registration Statement, the Prospectus Supplement and the Form 8-K are true and correct copies and the Registration Statement, the Prospectus Supplement and the Form 8-K conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement, the Prospectus Supplement and the Form 8-K have been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
| (g) | the Board Resolutions remain in full force and effect, have not been, and will not be rescinded or amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the transactions set out in the Agreement and the Board Resolutions and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Agreement and the Board Resolutions which has not been properly disclosed in the Board Resolutions; |
| (h) | the issuance and sale of the Offer Shares by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the Memorandum and Articles nor any applicable law, regulation, order or decree in the Cayman Islands; |
| (i) | no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any Ordinary Shares and none of the Ordinary Shares have been offered or issued to residents of the Cayman Islands; |
| (j) | upon the issue of the Offer Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; |
| (k) | the Company is, and after the allotment and issuance of the Offer Shares, will be able to pay its liabilities as they fall due; and |
| (l) | there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein. |
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar under the laws of the Cayman Islands. |
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Authorised Share capital
| (b) | The authorised share capital of the Company is US$4,000,000 divided into 1,000,000,000 ordinary shares of a par value of US$0.004 each (the Ordinary Shares). |
Corporate Power
| (c) | The Company has all requisite power and authority under the Memorandum and Articles to enter into, execute and perform its obligations under the Agreement to which it is a party. |
Corporate Authorisation
| (d) | The Company has taken all requisite corporate action to authorise the issuance and sale of the Offer Shares under the Agreement. |
Valid Issuance of Offer Shares
| (e) | The Offer Shares have been duly authorised by the board of directors of the Company for issue and when: |
| (i) | all provisions of the Memorandum and Articles, the Agreement and the Board Resolution have been satisfied; |
| (ii) | full payment of consideration as specified in the Agreement (being not be less than the aggregate par value of the Offer Share) has been received by the Company; and |
| (iii) | such issuance of Offer Shares have been duly registered in the Company’s register of members as fully paid shares, |
the Offer Shares will be validly issued, fully paid and non-assessable.
| 4 | Limitations and Qualifications |
| 4.1 | We offer no opinion: |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Documents (or as to how the commercial terms of such Documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Documents and any other agreements into which the Company may have entered or any other documents; or |
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| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the Documents will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles) entered into by or binding on the Company. |
| 4.2 | Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Reliance |
| 6.1 | We hereby consent to the filing of this opinion as exhibit 5.1 to the Form 8-K to be filed by the Company in connection with issuance and sale of the Offer Shares in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the reference to our firm therein and to the reference to our firm under the heading “Legal Matters” of the Prospectus Supplement. In giving such consent, we do not believe that we are “experts” within the meaning of such term used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Form 8-K and the Prospectus Supplement, including this opinion as an exhibit or otherwise. |
| 6.2 | This opinion may be used only in connection with the offer and sale of the Offer Shares and while the Registration Statement and the Prospectus Supplement are effective. |
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Yours faithfully
Ogier
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement,” as the same may hereafter be modified, supplemented, extended, amended, restated, or amended and restated from time to time), is entered into and made effective as of August 8, 2026 (the “Effective Date”), by and among CHAINCE DIGITAL HOLDINGS INC., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and certain purchasers each executing this Agreement separately and whose name and investment details are set forth on the signature pages hereto (each an “Purchaser” and collectively, the “Purchasers”).
RECITALS
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective Registration Statement (defined below) under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
WHEREAS, the Company desires to issue and sell to each Purchaser, and each Purchaser, desires to purchase from the Company, with each Purchaser’s investment amount set out on the signature page hereto by each Purchaser in this Agreement, up to an aggregate of 30,560,000 ordinary shares (the “Shares”), par value $0.004 per share, of the Company (“Ordinary Shares”, each “Ordinary Share”), in accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:
ARTICLE
I
RECITALS, SCHEDULES
The foregoing recitals are true and correct and, together with the Exhibits and Schedules referred to hereafter, are incorporated into this Agreement by this reference.
ARTICLE
II
DEFINITIONS
For purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article as follows:
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Agreement” shall have the meaning ascribed to such term in the Preamble.
“Applicable Laws” shall have the meaning ascribed to such term in Section 6.11.
“Assets” means all of the properties and assets of the Company and its subsidiaries, whether real, personal or mixed, tangible or intangible, wherever located, whether now owned or hereafter acquired.
“Authorizations” shall have the meaning ascribed to such term in Section 6.11.
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Charter” shall have the meaning ascribed to such term in Section 6.6.
“Claims” means any Proceedings, Judgments, Obligations, known threats, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses of any nature or kind.
“Closing” means the closing of the purchase and sale of the Shares pursuant to Section 4.2.
“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Investment Amount and (ii) the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the fifteenth (15th) Trading Day following the Effective Date or as the parties otherwise mutually agree.
“Company” shall have the meaning ascribed to such term in the Preamble.
“Contract” means any written contract, agreement, order, or commitment of any nature whatsoever, including, any sales order, purchase order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement, guarantee, management contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell agreement, option, warrant, debenture, subscription, call, or put.
“Effective Date” shall have the meaning ascribed to such term in the Preamble.
“Encumbrance” means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, restriction, reservation, conditional sale, prior assignment, or any other encumbrance, claim, burden, or charge of any nature whatsoever.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Financial Statements” shall have the meaning ascribed to such term in Section 6.13.
“GAAP” means generally accepted accounting principles, methods, and practices set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board, the SEC or of such other Person as may be approved by a significant segment of the U.S. accounting profession, in each case as of the date or period at issue, and as applied in the U.S. to U.S. companies.
“Governmental Authority” means any foreign, federal, state, or local government, or any political subdivision thereof, or any court, agency or other body, organization, group, stock market, or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory, or administrative function of government.
“Indemnified Party” shall have the meaning ascribed to such term in Section 10.2.
“Investment Amount” shall have the meaning ascribed to such term in Section 4.1.
“Purchaser” shall have the meaning ascribed to such term in the Preamble.
“Judgment” means any final order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental Authority.
“Law” means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule, or regulation of any Governmental Authority applicable to the Company.
“Material Adverse Change” shall have the meaning ascribed to such term in Section 6.12.
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“Material Adverse Effect” shall have the meaning ascribed to such term in Section 6.1.
“Nasdaq” means The Nasdaq Stock Market LLC.
“Obligation” means any debt, liability, or obligation of any nature whatsoever, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown, or obligations under executory Contracts.
“Ordinary Shares” or “Ordinary Share” shall have the meaning ascribed to such term in the Recitals.
“PCAOB” shall have the meaning ascribed to such term in Section 6.8.
“Permits” shall have the meaning ascribed to such term in Section 6.14.
“Person” means any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust, estate, Governmental Authority, or any other entity of any nature whatsoever.
“Pre-Settlement Period” shall have the meaning ascribed to such term in Section 4.2.
“Pre-Settlement Shares” shall have the meaning ascribed to such term in Section 4.2.
“Principal Trading Market” shall mean The Nasdaq Global Market.
“Proceeding” means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other proceeding of any nature whatsoever.
“Prospectus” means the final base prospectus filed for the Registration Statement.
“Prospectus Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the SEC.
“Registration Statement” means the registration statement on Form F-3 (File No. 333-287428), filed with the SEC on May 20, 2025 and declared effective as of June 27, 2025.
“Rule 424” means Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.
“SEC” means the United States Securities and Exchange Commission.
“SEC Documents” means all reports, schedules, forms, statements, and other documents filed under the Securities Act and the Exchange Act by the Company with the SEC for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material), and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein.
“Securities Act” shall have the meaning ascribed to such term in the Recitals.
“Share” or “Shares” means that number of Ordinary Shares set forth below such Purchaser’s name on such Purchaser’s signature page to this Agreement and issuable to each Purchaser pursuant to this Agreement, up to an aggregate of 30,560,000 Ordinary Shares offered and issuable by the Company to all Purchasers.
“Share Purchase Price” means $0.53 per Share.
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing Ordinary Shares).
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“Tax” means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings, personal holding company, unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any nature whatsoever, (ii) any foreign, federal, state, or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment, rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest, or penalty imposed with respect to any of the foregoing.
“Trading Day” means a day on which the Principal Trading Market in the United States is open for trading.
“Transaction Documents” means this Agreement and the other documents related the transactions contemplated by this Agreement.
“Transfer Agent” means VStock Transfer, LLC, the current transfer agent of the Company and any successor transfer agent of the Company.
“USDC” means USD Coin, the stablecoin pegged to the value of the U.S. dollar.
“USDT” means Tether, the stablecoin pegged to the value of the U.S. dollar.
ARTICLE
III
INTERPRETATION
In this Agreement, unless the express context otherwise requires: (i) the words “herein,” “hereof,” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and references to “Exhibit” or “Schedule” refer to the Exhibits or Schedules annexed hereto; (iii) references to a “party” mean a party to this Agreement and include references to such party’s permitted successors and permitted assigns; (iv) references to a “third party” means a Person not a party to this Agreement; (v) the terms “dollars” and “$” means U.S. dollars; (vi) wherever the word “include,” “includes,” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”
ARTICLE
IV
PURCHASE AND SALE
4.1 Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase, and the Company agrees to sell and issue to each Purchaser, the Shares in the respective amount (“Investment Amount”) as set forth below such Purchaser’s name on the Purchaser’s signature page to this Agreement at the per share price equal to the Share Purchase Price. Each Purchaser shall pay its Investment Amount in accordance with Section 4.3.
4.2 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of 30,560,000 Shares at the Share Purchase Price applicable to each Purchaser. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 4.4, and the Company and each Purchaser shall deliver the other items set forth in Section 4.4 deliverable at the Closing. The failure of any Purchaser to deliver its Investment Amount shall not prevent the Closing from occurring with respect to the Company and the other Purchasers who have performed their obligations hereunder. Upon satisfaction of the covenants and conditions set forth in this Agreement, the Closing shall take place at 1251 Avenue of the Americas, Floor 41, New York, NY 10020 or another location, including remotely by electronic transmission. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Ordinary Shares to any Person and that any such decision to sell any Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.
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4.3 Form of Payment; Delivery. The Investment Amount shall, at the Purchaser’s sole election, be paid in either cash, USDT or USDC (or a combination thereof), in such amounts as indicated in Purchaser’s signature page of this Agreement. If Purchaser elects to pay all or a portion of the Investment Amount in USDT or USDC then the value of USDT or USDC, as applicable, shall be treated as functionally equivalent to U.S. dollars, with a fixed exchange rate of 1.00 USDT to $1.00 and 1.00 USDC to $1.00. In respect of each Purchaser, the portion of the Investment Amount to be paid in USDT or USDC (or a combination thereof) shall be referred to as the “Non-Cash Amount”. Payments for the Investment Amount will be made by each Purchaser and the Company shall issue the Shares, to each Purchaser, subject to the terms and conditions of this Agreement.
4.4 Deliveries.
(a) On or prior to the Closing Date, subject to the conditions precedent in Section 8.1 and 8.2, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement duly executed by the Company; and
(ii) a copy of the Company’s instructions to the Transfer Agent instructing the Transfer Agent to deliver evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser.
(b) On or prior to the Closing Date, subject to the conditions precedent in Section 8.1 and Section 8.3, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by such Purchaser;
(ii) if the Investment Amount is to be paid in cash, such Purchaser’s Investment Amount by wire transfer of immediately available funds into the bank account designated by the Company; and
(iii) if the Investment Amount is to be paid in USDT or USDC, such Purchaser’s Investment Amount by transfer of the Non-Cash Amount to the custodian wallet address designated by the Company.
ARTICLE
V
PURCHASER’S REPRESENTATIONS AND WARRANTIES
Each Purchaser, for him/her/itself and for no other Purchaser, represents and warrants to the Company, that the statements contained in this Article V are true and correct as of the Effective Date and the Closing Date:
5.1 Investment Purpose and Own Account. Each Purchaser is acquiring the Shares for his/her/its own account for investment only and has no present intention of distributing any of such Shares (this representation and warranty shall not limit such Purchaser’s right to sell the Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.
5.2 If Purchaser is paying all or part of the Investment Amount in USDC or USDT (i) Purchaser has all rights, title and interest in and to the USDC or USDT, as applicable, to be contributed by it to the Company pursuant to this Agreement, (ii) such USDC or USDT, as applicable, is held in a digital wallet held or operated by or on behalf of the Purchaser at or by an appropriately regulated custodian and/or in accordance with industry-standard security practices (the “Purchaser Digital Wallet”) and neither such USDC nor USDT, as applicable, nor such Purchaser Digital Wallet is subject to any liens, encumbrances or other restrictions, (iii) Purchaser has taken commercially reasonable steps to protect its Purchaser Digital Wallet and such USDC or USDT, as applicable, and (iv) Purchaser has the exclusive ability to control such Purchaser Digital Wallet, including by use of “private keys” or other equivalent means or through custody arrangements or other equivalent means.
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5.3 Reserved.
5.4 Access to Information. Each Purchaser has been furnished with all materials relating to the business, finances, and operations of the Company and other information each Purchaser deemed material to making an informed investment decision regarding its purchase of the Shares which have been requested by each Purchaser. Each Purchaser acknowledges that Purchaser has reviewed the SEC Documents (as defined below), which are available on the SEC’s website (www.sec.gov) at no charge to each Purchaser. Each Purchaser acknowledges that the Purchaser may retrieve all SEC Documents from such website and each Purchaser’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to each Purchaser. Each Purchaser and Purchaser’s advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Each Purchaser has sought such accounting, legal, and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. Without limiting the foregoing, each Purchaser has carefully considered the potential risks relating to the Company and a purchase of the Shares, including those risks described in the SEC Documents, and Purchaser fully understands that the Shares are a speculative investment that involves a high degree of risk of loss of each Purchaser’s entire investment.
5.5 No Governmental Review. Each Purchaser understands that no United States federal or state Governmental Authority has passed on or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor have such Governmental Authorities passed upon or endorsed the merits of the offering of the Shares.
5.6 Authorization, Enforcement. This Agreement has been duly and validly authorized, executed, and delivered on behalf of each Purchaser and is a valid and binding agreement of each Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
5.7 Organization and Authority of Purchaser. Each Purchaser is an individual or is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation or incorporation. Each Purchaser has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by each Purchaser of this Agreement, the performance by each Purchaser of its obligations hereunder, and the consummation by each Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of each Purchaser.
5.8 No Conflicts; Consents. The execution, delivery, and performance by the Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with any provision of the certificate of formation, limited liability company agreement, or other governing documents of the Purchaser; (ii) violate or conflict with any provision of any Law or Governmental Authority applicable to the Purchaser; (iii) require the consent, notice, or other action by any Person under, violate or conflict with, or result in the acceleration of any agreement to which Purchaser is a party; or (iv) require any consent, permit, Governmental Authority’s order, filing, or notice from, with or to any Governmental Authority; except, in the cases of clauses (ii) and (iii), where the violation, conflict, acceleration, or failure to obtain consent or give notice would not have a material adverse effect on each Purchaser’s ability to consummate the transactions contemplated hereby and, in the case of clause (iv), where such consent, permit, Governmental Authority’s order, filing, or notice which, in the aggregate, would not have a material adverse effect on each Purchaser’s ability to consummate the transactions contemplated hereby.
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5.9 Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms, which terms include definitive pricing terms, of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents, and Affiliates, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
5.10 Independent Advice. Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to each Purchaser in connection with the purchase of the Shares constitutes legal, tax, or investment advice.
5.11 No Brokers or Finders. Except as previously disclosed to the Company prior to the date of this Agreement, neither such Purchaser nor any of its Affiliates has retained, utilized, or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor, or finder in connection with the transactions contemplated by this Agreement whose fees the Company would be required to pay.
5.12 No Reliance. The Purchaser acknowledges and agrees that (i) neither of the Company or its subsidiaries nor any Person on behalf of the Company or its subsidiaries is making any representations or warranties whatsoever, express or implied, beyond those expressly made by the Company in this Agreement and (ii) the Purchaser has not relied upon, any other representations or warranties, express or implied, including as to the accuracy of any information, including, without limitation, any SEC Documents or Purchaser presentations, provided to the Purchaser.
5.13 Experience and Status of Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
5.14 No Intent to Effect a Change of Control. Each Purchaser has no present intent to effect a “change of control” of the Company as such term is interpreted and understood under the rules promulgated pursuant to Section 13(d) of the Exchange Act.
5.15 Anti-Money Laundering. Each Purchaser has not, and to the Purchaser’s knowledge, none of his/her/its affiliates, directors, officers, managers, members, partners, shareholders, beneficial owners, employees, agents, or other persons acting on his/her/its behalf has (i) engaged in, is engaging in, or has attempted or conspired to engage in any money laundering, terrorist financing, or other activity in violation of applicable anti-money laundering, counter-terrorist financing, or financial recordkeeping laws, rules, or regulations, including without limitation the Bank Secrecy Act, the USA PATRIOT Act, and any other applicable laws or regulations of any applicable jurisdiction (collectively, “AML Laws”); (ii) been or is the subject of any investigation, inquiry, enforcement action, or proceeding by any governmental authority relating to money laundering, terrorist financing, or violations of AML Laws; (iii) received any notice or has any knowledge of any facts or circumstances that could reasonably be expected to result in any such investigation, inquiry, enforcement action, or proceeding; or (iv) been a person or entity with whom the Company is prohibited from dealing under AML Laws. Each Purchaser further represents and warrants that all funds used by the Purchaser in connection with the transactions contemplated by this Agreement are and will be derived from legitimate sources and not from, and will not be used to facilitate, money laundering, terrorist financing, or any other illegal activity, and that the Purchaser has implemented and maintains policies, procedures, and internal controls reasonably designed to ensure compliance with applicable AML Laws.
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ARTICLE
VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the SEC Documents, the Company hereby makes the following representations and warranties to each Purchaser as of the Effective Date and the Closing Date.
6.1 Organization. The Company is an exempted company and has been duly incorporated and is validly existing and is in good standing under the laws of Cayman Islands as of the date hereof, and each subsidiary is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document; (ii) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Company and the subsidiaries, taken as a whole; or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii), or (iii), a “Material Adverse Effect”); provided that a change in the market price or trading volume of the Ordinary Share alone shall not be deemed, in and itself, to constitute a Material Adverse Effect.
6.2 Reserved.
6.3 Capitalization. The authorized capitalization of the Company as set forth in the SEC Documents is complete and accurate in all material respects. The description of the securities of the Company in the SEC Documents is complete and accurate in all material respects. Except as set forth in the SEC Documents and up to 42,755,344 Ordinary Shares issuable upon the exercise of outstanding warrants, for a period of three years commencing from November 30, 2023, as of March 31, 2026, there are no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Ordinary Share of the Company, or any security convertible or exercisable into Ordinary Share of the Company, or any contracts or commitments to issue or sell Ordinary Share or any such options, warrants, rights, or convertible securities.
6.4 Ordinary Shares . The authorized Ordinary Shares conform in all material respects to all statements relating thereto contained in the SEC Documents.
6.5 Authorization; Enforceability. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof. This Agreement has been duly authorized, executed, and delivered by the Company and is a legal, valid, and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and by general equitable principles.
6.6
No Conflicts. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation
by the Company of the transactions herein and therein contemplated, and the compliance by the Company with the terms hereof and thereof
do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict
with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination,
or imposition of any lien, charge, or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or
instrument to which the Company is a party; (ii) result in any material violation of the provisions of the Company’s
Fifth Amended and Restated Memorandum and Articles of Association (as the same may be amended or restated from time to time, the
“Charter”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order, or decree
of any Governmental Authority as of the date hereof that will result in a Material Adverse Effect.
6.7 Issuance of Shares; Registration.
(a) The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), free and clear of all liens imposed by the Company. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement.
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(b) The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on June 27, 2025, including the Prospectus and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. The Company, if required by the rules and regulations of the SEC, shall file the Prospectus Supplement with the SEC pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the Effective Date and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the requirements set forth in General Instruction I.B.1 of Form F-3 at the Effective Date and at the Closing Date.
6.8 Independent Registered Public Accounting Firm. To the knowledge of the Company, each of Tang Qian & Associates, PLLC, the current auditor of the Company, and Onestop Assurance PAC, the former auditor of the Company, whose report is filed with the SEC as part of the SEC Documents, is a registered independent public accounting firm as required by the Securities Act and the Securities Act regulations and the Public Company Accounting Oversight Board (the “PCAOB”).
6.9 Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the SEC Documents, to the knowledge of the Company, are legal, valid, and binding Obligations of the Company enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
6.10 No Violation or Default. No default exists in the due performance and observance of any term, covenant, or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan, or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject, and the Company is not in violation of any term or provision of its Charter, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment, or decree of any Governmental Authority, except for any such violation or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
6.11 Compliance with Laws. Except as disclosed in the SEC Documents, the Company (i) is and at all times has been in material compliance with all statutes, rules, or regulations applicable to Company’s business (“Applicable Laws”); (ii) has not received any notice of adverse finding, warning letter, untitled letter, or other correspondence or notice from any other governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits, and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (iii) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (iv) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration, or other action from any governmental authority or third party alleging that any business operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation, or proceeding; (v) has not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify, or revoke any Authorizations and has no knowledge that any such governmental authority is considering such action; and (vi) has filed, obtained, maintained, or submitted all material reports, documents, forms, notices, applications, records, claims, submissions, and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions, and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission), except, in the case of each of clauses (i) and (iii) above, for any such non-compliance or violation that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and in the case of each of clauses (ii), (iv), (v), and (vi), for any notice or otherwise that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
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6.12 No Material Adverse Change. Subsequent to March 31, 2026 and except as otherwise disclosed in the SEC Documents, there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets, or prospects of the Company (a “Material Adverse Change”).
6.13 Financial Statements. The financial statements included in the SEC Documents, including the notes thereto and supporting schedules included in the SEC Documents (the “Financial Statements”), fairly present, in all material respects and to the Company’s knowledge, the financial position and the results of operations of the Company at the dates and for the periods to which they apply.
6.14 Consents and Permits. Except as described in the SEC Documents, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates, and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the SEC Documents (collectively, “Permits”), except for such Permits the failure of which to possess, obtain, or make the same would not reasonably be expected to result in a Material Adverse Effect.
6.15 Reserved.
6.16 Certain Market Activities. The Company has not taken, directly or indirectly, any action designed to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Shares.
6.17 Taxes. Each of the Company and its subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, and each of the Company and its subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary, except where the failure to file such returns or pay such taxes would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the SEC Documents are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.
6.18 No Labor Disputes. No labor dispute with the employees of the Company or any of its subsidiaries, which are expected to result in a Material Adverse Effect, exists or is, to the Company’s knowledge, imminent.
6.19 Investment Company Act. The Company is not and, will not be, either after receipt of payment for the Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Prospectus Supplement, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.
6.20 No Brokers or Finders. None of the Company or any of its subsidiaries has retained, utilized, or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor, or finder in connection with the transactions contemplated by any of the Transaction Documents whose fees the Purchasers would be required to pay.
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ARTICLE
VII
COVENANTS
7.1 Best Efforts. Each party shall use its best efforts to timely satisfy each of the conditions as provided in Articles VIII of this Agreement prior to the Closing Date.
7.2 Affirmative Covenants.
(a) Reporting Status; Listing. Until the earlier of six (6) months from the date hereof or when the Shares are no longer registered in the names of each Purchaser on the books and records of the Company, the Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act, or any securities Laws and regulations thereof applicable to the Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, if not otherwise publicly available, to provide a copy thereof to a Purchaser upon request; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of any of the Shares upon the Principal Trading Market (subject to official notice of issuance) and, take all action under its control to maintain the continued listing, quotation, and trading of its Ordinary Shares on the Principal Trading Market, and the Company shall comply in all material respects with the Company’s reporting, filing, and other Obligations under the bylaws or rules of the Principal Trading Market and such other Governmental Authorities, as applicable.
(b) Securities Laws Disclosure; Publicity. Within the time required by the Exchange Act, the Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC.
7.3 Certain Transactions and Confidentiality. Each Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced. Each Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, the Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal and other representatives).
7.4 Reserved.
ARTICLE
VIII
CONDITIONS PRECEDENT
8.1 Conditions Precedent of Company and Purchasers. The obligations of the Company and each of the Purchasers in connection with the Closing are subject to the satisfaction of the following conditions:
(a) The Company shall have obtained all governmental, regulatory, or third-party consents and approvals necessary for the sale of the Shares.
(b) To the Company’s knowledge, no statute, rule, regulation, executive order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or endorsed by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.
(c) Trading in the Ordinary Shares shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one (1) trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement.
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8.2 Conditions Precedent to Company’s Obligations to Sell. The obligation of the Company hereunder to issue and sell the Shares to each Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, in addition to the conditions precedent set forth in Section 8.1, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
(a) Each Purchaser’s representations and warranties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article V above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date), and each Purchaser shall have performed, satisfied, and complied in all material respects with the covenants, agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by each Purchaser at or prior to the applicable Closing Date.
(b) Each Purchaser shall have delivered the items set forth in Section 4.4(b).
(c) Each Purchaser shall have delivered to the Company an executed Purchaser Representation Letter substantially in the form attached hereto as Exhibit A.
8.3 Conditions Precedent to Each Purchaser’s Obligations to Purchase. The obligation of each Purchaser hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, in addition to the conditions precedent set forth in Section 8.1, provided that these conditions are for each Purchaser’s sole benefit and may be waived by each Purchaser at any time in his, her, or its sole discretion:
(a) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date), and the Company shall have performed, satisfied, and complied in all material respects with the covenants, agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by the Company at or prior to the Closing Date.
(b) No event shall have occurred which could reasonably be expected to result in a Material Adverse Effect.
(c) The Company shall have delivered the items set forth in Section 4.4(a).
ARTICLE
IX
TERMINATION
The obligations of the Company, on one hand, and the Purchasers, on the other hand, to effect the Closing shall terminate as follows: (i) upon the mutual written consent of the Company and all the Purchasers; or (ii) by either the Company or any Purchaser (with respect to itself only) if the other party breaches any of its representations, warranties, covenants, or agreements contained in this Agreement or the other Transaction Documents, provided that the terminating party has not breached the Agreement and other Transaction Documents. Nothing in this Article IX shall release any party from any liability for breach by such party of the terms and provisions of this Agreement.
ARTICLE
X
INDEMNIFICATION
10.1 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.
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10.2 Indemnification by Purchaser. Subject to the other terms and conditions of this Article X, from and after the Closing, each Purchaser, severally and not jointly, shall indemnify the Company and its directors, officers, shareholders, members, partners, employees, and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Company, if any (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners, or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (an “Indemnified Party”) harmless from any and all losses, liabilities, obligations, claims against, and shall hold the Company or the applicable party harmless from and against, any and all losses incurred or sustained by, or imposed upon, the Company or the applicable party based upon, arising out of or with respect to:
(a) any inaccuracy in or breach of any of the representations or warranties of a Purchaser contained in this Agreement; or
(b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by a Purchaser pursuant to this Agreement.
10.3 Certain Limitations. The indemnification provided for in Sections 10.2 shall be subject to the following limitations:
(a) Payments pursuant to this Article X in respect of any loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution, or other similar payment received or reasonably expected to be received by the indemnified party in respect of any such claim. The indemnified party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution, or other similar agreements for any losses prior to seeking indemnification under this Agreement.
(b) The Indemnified Party shall take all reasonable steps to mitigate any loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such loss.
ARTICLE
XI
MISCELLANEOUS
11.1 Notices. All notices of request, demand, and other communications hereunder shall be addressed to the parties hereto as follows, unless the address is changed by the party by like notice given to the other parties:
| If to Company, to: | Chaince Digital Holdings Inc. | |
| Attn: | Shi Qiu | |
| Email: | [*] | |
| If to each Purchaser: | To each Purchaser based on the information set forth on the signature page to this Agreement attached hereto | |
Notice shall be in writing and shall be deemed delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid, and properly addressed to the address below, then three (3) Business Day after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, United Parcel Service (UPS), or other nationally recognized overnight courier service, next business morning delivery, then one (1) Business Day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m., New York time, on a Business Day. Any notice hand delivered after 5:00 p.m., New York time, shall be deemed delivered on the following Business Day. Notwithstanding the foregoing, notice, consents, waivers, or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been received by the other party.
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11.2 Entire Agreement. This Agreement, including the Schedules attached hereto and the documents delivered pursuant hereto, set forth all the promises, covenants, agreements, conditions, and understandings between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, inducements, or conditions, expressed or implied, oral or written, except as contained herein; provided, however, except as explicitly stated herein, nothing contained in this Agreement shall (or shall be deemed to) (i) have any effect on any agreements each Purchaser has entered into with, or any instruments each Purchaser has received from, the Company prior to the date hereof with respect to any prior investment made by each Purchaser in the Company or (ii) waive, alter, modify, or amend in any respect any Obligations of the Company, or any rights of or benefits to each Purchaser or any other Person, in any agreement entered into prior to the date hereof between or among the Company and each Purchaser, or any instruments each Purchaser received from the Company prior to the date hereof, and all such agreements and instruments shall continue in full force and effect.
11.3 Successors and Assigns. This Agreement, and any and all rights, duties, and Obligations hereunder, shall not be assigned, transferred, delegated, or sublicensed by the Company without the prior written consent of each Purchaser. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.
11.4 Binding Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.
11.5 Amendment. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and each Purchaser.
11.6 Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the party or parties hereto or their personal representatives, successors, and assigns may require.
11.7 Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party hereto and each party has delivered its signed counterpart to the other party. A digital reproduction, portable document format (“.pdf”) or other reproduction of this Agreement may be executed by one or more parties and delivered by such party by electronic signature (including signature via DocuSign or similar services), electronic mail, or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding, and effective for all purposes.
11.8 Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.
11.9 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, and performance of this Agreement shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action, or proceeding by mailing a copy thereof to the Company at the address set forth on the signature page to this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company and each Purchaser hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is brought in an inconvenient forum or that the venue of such suit, action, or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude each Purchaser from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to each Purchaser, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of each Purchaser. THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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11.10 Further Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement.
11.11 Joint Preparation. The preparation of this Agreement has been a joint effort of the parties hereto and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.
11.12 Severability. If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained herein.
11.13 No Third Party Beneficiaries. Except as otherwise expressly provided elsewhere in this Agreement, this Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
11.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
[Signature page follows]
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[Securities Purchase Agreement – Company Signature Page]
IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory as of the date first indicated above.
| Chaince Digital Holdings Inc. | ||
| By: | ||
| Name: | Shi Qiu | |
| Title: | Chief Executive Officer | |
Signature Page to Securities Purchase Agreement
[Securities Purchase Agreement – Purchaser Signature Page]
IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory as of the date first indicated above.
| Name of Purchaser: | |
| Signature of Authorized Signatory of Purchaser: | |
| Name of Authorized Signatory: | |
| Title of Authorized Signatory: | |
| Email Address of Authorized Signatory: | |
| Address for Notice to Purchaser: | |
| Address for Delivery of Shares to Purchaser (if not same as address for notice): | |
| Investment Amount: | $_________________ (in USD)
$ _________________ (in USDT)
$__________________ (in USDC) |
| Number of Shares: |
Signature Page to Securities Purchase Agreement
Exhibit A
Purchaser Representation Letter
August 8, 2026
Chaince Digital Holdings Inc.
1251 Avenue of the Americas, Floor 41
New York, NY 10020
Re: Purchase of Securities of Chaince Digital Holdings Inc.
Ladies and Gentlemen:
This Purchaser Representation Letter (this “Letter”) is delivered by the undersigned (the “Purchaser”) in connection with the purchase by the Purchaser of certain securities (the “Securities”) of Chaince Digital Holdings Inc., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), pursuant to that certain Securities Purchase Agreement dated as of August 8, 2026 (the “SPA”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the SPA.
The Purchaser hereby represents, warrants, and agrees as follows:
a. Independent Decision. The Purchaser has made its investment decision independently and without reliance upon any communication, advice, information or recommendation by the Company, any of its affiliates or any of their respective directors, officers, employees, representatives or agents.
b. Not Acting in Concert. The Purchaser is acting solely for its own account in entering into the SPA and is not acting in concert with the Company or any other Purchaser or with any other person in connection with the offer, sale or distribution of the Securities. The Purchaser has not entered into any agreement, understanding or arrangement, directly or indirectly, with the Company or any affiliate of the Company or any other Purchaser to resell, distribute, transfer or otherwise dispose the Securities.
c. No Affiliate or Control Relationship. The Purchaser is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company, does not control, and is not controlled by or under common control with, the Company. The Purchaser has no current intention to become such an affiliate or to participate in the management, operations or control of the Company.
d. Investment Intent. The Securities are being acquired for the Purchaser’s own account and not with a present view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or any applicable securities laws.
e. Independent Advice. The Purchaser has obtained independent legal, tax, accounting and financial advice as it has deemed necessary and acknowledges that the Company has not provided and is not in the position to provide any such advice.
f. Reliance. The Purchaser understands that the Company and its counsel are relying upon the truth and accuracy of the foregoing representations in connection with the Company’s compliance with the Securities Act and the regulations and rules promulgated under the Securities Act.
IN WITNESS WHEREOF, the undersigned has executed this Purchaser Representation Letter as of the date first written above.
| PURCHASER: | ||
| Name: | ||
| By: | ||
| Title: |
Exhibit 99.1
Chaince Digital Holdings Inc. (Nasdaq: CD) Announces Approximately $16.2 Million Registered Direct Offering to Advance Its Digital Asset and Capital Markets Strategy Offering expected to strengthen balance sheet and support digital asset management, real-world asset tokenization, and the Company’s regulated capital markets platform
NEW YORK, Aug. 10, 2026 (GLOBE NEWSWIRE) -- Chaince Digital Holdings Inc. (Nasdaq: CD) (“Chaince Digital” or the “Company”) (formerly Mercurity Fintech Holding Inc.), a digital finance and technology company focused on tokenization, on-chain innovation, and regulated brokerage services, today announced that it has entered into securities purchase agreements with certain investors for the purchase and sale of 30,560,000 ordinary shares in a registered direct offering, for aggregate gross proceeds of approximately $16.2 million (including purchases made in USDC), before deducting offering expenses. The closing of the offering is expected to occur on or about August 11, 2026, subject to the satisfaction of customary closing conditions. Additional terms of the offering will be set forth in the prospectus supplement to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, which may include supporting the Company’s institutional growth strategy. The financing is intended to strengthen Chaince Digital’s capital position across its three core business pillars: expanding institutional-grade digital asset management and on-chain treasury operations; advancing real-world asset tokenization infrastructure and partnerships to bring regulated financial products on-chain; and scaling the underwriting, advisory, and brokerage franchise of Chaince Securities, LLC, the Company’s FINRA-registered broker-dealer subsidiary.
Shi Qiu, Chief Executive Officer of Chaince Digital Holdings Inc., commented, “We believe institutional demand for regulated, on-chain financial products is developing faster than the infrastructure available to serve it, and that this is the right moment to build ahead of that demand rather than react to it. We intend to be disciplined stewards of this capital — deploying it where our regulatory foundation and our technology reinforce one another — because we believe that discipline, more than any single initiative, is what compounds value for shareholders over time.”
The securities described above are being offered pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-287428), which was initially filed with the SEC on May 20, 2025 and declared effective on June 27, 2025. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Chaince Digital Holdings Inc.
Chaince Digital Holdings Inc. (Nasdaq: CD) (formerly Mercurity Fintech Holding Inc.) is a digital finance and technology company focused on tokenization, on-chain innovation, and regulated brokerage services. Through its subsidiaries, including Chaince Securities, LLC, a FINRA-registered broker-dealer, and AI/HPC infrastructure platforms, Chaince Digital provides technology-enabled solutions across distributed computing, business consulting, and capital markets services. The Company aims to bridge traditional financial markets with the emerging digital-asset economy through compliant, scalable, and institutional-grade infrastructure. For more information, please visit www.chaincedigital.com.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to statements regarding the expected closing of the offering, the anticipated use of proceeds and the Company’s business strategy and growth initiatives. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. In particular, the completion of the offering is subject to the satisfaction of customary closing conditions, and there can be no assurance that the offering will be completed on the anticipated timeline or at all, or that the net proceeds will be applied as currently anticipated. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
Contacts:
International Elite Capital Inc.
Annabelle Zhang
Tel: +1(646) 866-7928
Email: [email protected]