Chaince Digital Holdings Inc. 8-K

What Happened
Chaince Digital Holdings Inc. announced on February 25, 2026 that it entered into a Securities Purchase Agreement to sell an aggregate of 6,500,000 ordinary shares at $0.774 per share, for total gross proceeds of $5,031,000. The sale is to certain non‑U.S. investors and is being made in reliance on Rule 903 of Regulation S (an unregistered offshore offering). The Offering is expected to occur on or before March 12, 2026. The full agreement is attached to the 8‑K as Exhibit 10.1.

Key Details

• Execution date: February 25, 2026; expected closing on or before March 12, 2026.
• Shares to be sold: 6,500,000 ordinary shares at $0.774 per share.
• Total purchase price/proceeds: $5,031,000.
• Offering reliance: Rule 903 of Regulation S (unregistered, offshore purchasers); Securities Purchase Agreement contains customary reps, warranties and covenants and is filed as Exhibit 10.1.

Why It Matters
This transaction, if completed, will raise approximately $5.03 million of cash for Chaince Digital, which may be used for corporate purposes (the filing does not specify uses). It will also increase the company’s outstanding share count by 6.5 million shares, which is material for existing shareholders because it can dilute per‑share ownership and earnings metrics. Investors should monitor the closing (on or before March 12, 2026) and any subsequent disclosures about use of proceeds or effects on share count and liquidity.