{"url_path":"/sec/cd/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1527762/0001493152-26-037115-index.html","accession_number":"0001493152-26-037115","cik":"0001527762","ticker":"CD","issuer_name":"Chaince Digital Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527762/0001493152-26-037115-index.html","primary_entity_key":"0001527762","primary_entity_name":"Chaince Digital Holdings Inc."},"word_count":389,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nAugust 8, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities\nPurchase Agreement”) with certain purchasers (collectively, the “Purchasers”) named on the signature pages thereto,\npursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of\n30,560,000 Ordinary Shares, par value US$0.004 per share (the “Ordinary Shares”), at a purchase price of US$0.53 per Ordinary\nShare.\n\n \n\nThe\nOrdinary Shares were offered pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-287428),\noriginally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2025, as subsequently amended, and\ndeclared effective by the SEC on June 27, 2025, including the prospectus forming a part thereof, as supplemented by a prospectus supplement\ndated August 10, 2026 relating to the Offering.\n\n \n\nThe\nclosing of the Offering occurred on August 11, 2026, in accordance with the terms and conditions set forth in the Securities Purchase\nAgreement. Upon the closing, the Company received aggregate gross proceeds of US$16,196,800 before deducting offering expenses. A portion\nof 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\npursuant to the Securities Purchase Agreement. The Company intends to use the net proceeds from the Offering for its digital asset\nreserve, working capital and/or general corporate purposes.\n\n \n\nThe\nSecurities Purchase Agreement contains customary representations and warranties, covenants, closing conditions and termination rights.\n\n \n\nThe\nforegoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference\nto the form of Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nAfter\nthe closing of the Offering and completion of the issuance of the Ordinary Shares, the Company had a total of 110,003,800 Ordinary Shares\nissued and outstanding, consisting of 79,443,800 Ordinary Shares issued and outstanding immediately prior to the closing and 30,560,000\nOrdinary Shares issued in the Offering.\n\n \n\nOgier,\nCayman Islands counsel to the Company, delivered an opinion regarding the validity of the Ordinary Shares issued and sold in the Offering,\na copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K."}