Chaince Digital Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ 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

(Exact name of registrant as specified in its charter)

1251 Avenue of the Americas, Floor 41

New 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:

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 Securities Exchange 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 and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that 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 smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation 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 June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $190,259,746. This amount is based 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 of affiliate status is not a determination for any other purpose.

The number of ordinary shares of the registrant outstanding as of March 20, 2026 was 79,409,800.

CHAINCE DIGITAL HOLDINGS INC. AND SUBSIDIARIES

INDEX TO FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

INTRODUCTION

Conventions Used in this Annual Report

In this Annual Report on Form 10-K, unless otherwise indicated or the context otherwise requires, references to:

Chaince Digital Holdings Inc. is a holding company incorporated in the Cayman Islands with principal executive offices in New York, United States. The Company conducts its operations primarily through subsidiaries located in the United States and Hong Kong. As of December 31, 2025, the Company maintains one subsidiary in the PRC, Chaince (Shenzhen) Consulting Co., Ltd. Certain historical subsidiaries, including Beijing Lianji Future Technology Co., Ltd. and Yingke Precision (Shenzhen) Intelligent Manufacturing Technology Co., Ltd. in the PRC and Mercurity Limited in the British Virgin Islands, were deregistered in 2025. In addition, Aifinity Base Limited, a Hong Kong subsidiary, is currently in the process of deregistration. These entities did not contribute materially to the Company’s operations in 2025.

Our reporting currency is the U.S. dollar. Certain subsidiaries of the Company operate in jurisdictions where the functional currency is not the U.S. dollar. In particular, the Company’s PRC subsidiary maintains its accounting records in Renminbi (“RMB”), which is its functional currency. Accordingly, the financial statements of this subsidiary are translated into U.S. dollars for consolidation purposes. This Annual Report contains translations of certain RMB amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise stated, translations of RMB into U.S. dollars relating to assets and liabilities were made at the exchange rate of RMB 6.9931 to US$1.00, the noon buying rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 31, 2025. Translations of income statement and cash flow amounts were made at the average exchange rate of RMB 7.1875 to US$1.00 for the year ended December 31, 2025. No representation is made that any RMB amounts could have been, or could be, converted into U.S. dollars at any particular rate or at all.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. In some cases, these forward-looking statements can be identified by words or phrases such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “going forward,” “intend,” “ought to,” “plan,” “project,” “potential,” “seek,” “may,” “might,” “can,” “could,” “will,” “would,” “shall,” “should,” “is likely to” and the negative form of these words and other similar expressions. The forward-looking statements included in this Annual Report relate to, among others:

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations could later be found to be incorrect. Our actual results could be materially different from our expectations. You should thoroughly read this Annual Report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.