Chaince Digital美股招股说明书(2026-08-10版)

Chaince Digital Holdings Inc. 30,560,000Ordinary Shares Chaince Digital Holdings Inc. (the “Company” or “we” or “our” or “us”) is offering 30,560,000 ordinary shares, par value $0.004 pershare (the “Ordinary Shares”) at an offering price of $0.53 per Share, pursuant to a Securities Purchase Agreement dated as of August8, 2026 (the “SPA”) that we have entered into with each of certain investors (each, an “Investor” and collectively, the “Investors”). Our Ordinary Share is listed on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “CD.”On August 7, 2026, the last reported sale price of our Ordinary Share on Nasdaq was $2.65 per share. The offering is expected to close on or about August 11, 2026, subject to customary closing conditions. We expect to receive proceedsfor this offering in the form of U.S. dollars, USD Coins (“USDC”), Tether or “USDT”, or any combination of the above. We intend touse the net proceeds from this offering for our digital asset reserve, working capital and/or general corporate purposes. See “Use ofProceeds.” No underwriter or placement agent is involved in this offering, and no commissions or underwriting discounts will be paid. See “Planof Distribution” beginning on page S-12 for additional information. Chaince Digital Holdings Inc. (formerly known as Mercurity Fintech Holding Inc.) or “CD Cayman” is a holding companyincorporated in the Cayman Islands with principal executive offices in New York, United States. The Company conducts its operationsprimarily through subsidiaries located in the United States and Hong Kong. This structure involves unique risks to investors. Underthis holding company structure, investors are purchasing equity interests in CD Cayman, a Cayman Islands holding company, andobtaining indirect ownership interests in our U.S. and Hong Kong operating companies. Investors may never hold equity interests inour operating companies. Although the Company currently conducts the majority of its operations outside the People’s Republic of China (“PRC”), it maintainsalimited presence in the PRC through its subsidiary Chaince(Shenzhen)Consulting Co.,Ltd.,which primarily performsadministrative and support functions. For the year ended December 31, 2025, the Company did not generate any revenue frommainland China, and the Company does not currently plan to conduct material operating activities or investments in the PRC. As aresult, the Company believes that its current exposure to PRC regulatory risks is limited. Nevertheless, because the Companymaintains a subsidiary in the PRC, it remains subject to certain PRC laws and regulations applicable to foreign-invested enterprisesand businesses operating in the PRC. See also “Risk Factors - Risks Related to Doing Business in China - Our PRC subsidiary’soperations are subject to inherent uncertainties associated with the PRC legal system and regulatory environment” at page 16 of ourannual report on Form 10-K for the fiscal year ended December 31, 2025. Based on the advice of Beijing Chuting Law Firm, the Company’s PRC legal counsel, as of the date of our annual report on Form 10-K for the fiscal year ended December 31, 2025: (i) neither the Company nor its subsidiaries is required to obtain approvals from theChina Securities Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC), or any other PRC governmentalauthority in connection with the Company’s current business operations or its listing on Nasdaq; (ii) the Company and its PRCsubsidiary have obtained all material licenses and approvals required for their current operations in the PRC; and (iii) neither theCompany nor its subsidiaries has received any inquiry, notice, warning, or sanctions from PRC regulatory authorities regarding theCompany’s operations or its overseas listing. However, PRC laws and regulations relating to overseas listings and foreign investmentare evolving, and there can be no assurance that PRC regulatory authorities will not in the future take a different view of theCompany’s operations or impose additional regulatory requirements. On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies, together with related guidance (collectively, the “Overseas ListingFiling Rules”), which became effective on March 31, 2023. The Overseas Listing Filing Rules apply to companies incorporatedoutside of mainland China that conduct material operations in the PRC or whose financial statements reflect that more than 50% oftheir revenue, profits, assets, or net assets are derived from PRC domestic companies. Based on the advice of our PRC legal counsel,the Company currently does not fall within the scope of these rules, as the Company’s operations and revenues are primarily generatedoutside the PRC and the Company does not conduct material operating activities in mainland China. The PR