Chaince Digital 2025年度报告

FORM 10-K/A(Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 001-36896 CHAINCE DIGITAL HOLDINGS INC.(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdictionof incorporation or organization)(IRS EmployerIdentification No.) 1251 Avenue of the Americas, Floor 41New York, NY 10020(Address of principal executive offices) (949) 678-9653(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of exchange on which registeredOrdinary Shares, par value US$0.004 per shareCDNASDAQ Global Market Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-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 forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously filed financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the 49,418,116 ordinary shares held by non-affiliates of the registrant issued and outstanding as of June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $190,259,746. This amount isbased on the closing price of the ordinary shares on Nasdaq of $3.85 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. This determination ofaffiliate status is not a determination for any other purpose. The number of ordinary shares of the registrant outstanding as of August 7, 2026 was 79,409,800. EXPLANATORY NOTE Chaince Digital Holdings Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to itsAnnual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and ExchangeCommission (the “SEC”) on March 26, 2026 (the “Original Form 10-K”), to amend the disclosure under Item 13 of Part III of theOriginal Form 10-K to expand and clarify the Company’s disclosure regarding its reliance, as a foreign private issuer, on home countrycorporate governance practices pursuant to Nasdaq Listing Rule 5615(a)(3), including its reliance on home country practice in lieu ofthe shareholder approval requirements under Nasdaq Listing Rule 5635(d). In addition, pu