SHAREHOLDERS’ EQUITY |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| SHAREHOLDERS’ EQUITY | 14. SHAREHOLDERS’ EQUITY
On April 8, 2015, the Company completed its IPO on NASDAQ by offering ADSs, representing million ordinary shares at price of $ per ADS. On April 27, 2015, the Company issued an additional ADSs, representing million ordinary shares to the underwriter for exercising the overallotment option at price of $ per ADS. The total proceeds from issuance of ordinary shares upon IPO are $37,294,600, after deducting the IPO related cost of $3,000,000.
Upon the completion of the IPO, all of the Company’s then outstanding Series A-1, Series A-2 and Series B preferred shares were automatically converted into , and ordinary shares respectively, and immediately after the completion of the IPO, the indebtedness owed to Mr. Maodong Xu (“Mr. Xu”), one of the Company’s shareholders, amounting to $ million was converted into ordinary shares.
On June 8, 2015, the Company issued ordinary shares to the Company’s original shareholders for the acquisition of the Company. In addition, the Company initially agreed to issue ordinary shares of the Company to Mr. Xu at a purchase price of $ per share, for a total purchase price of $. On September 7, 2015, the Company and Mr. Xu reduced the number of shares to be purchased through a supplemental agreement resulting in a final subscription amount of $ for shares. On the same date, the Company issued an additional ordinary shares to Mr. Xu in relation to his additional subscription.
On September 27, 2015, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
On July 31, 2018, the Company decided to change the ADS-to-Share ratio from the ratio of one (1) ADS to eighteen (18) Shares to a new ratio of one (1) ADS to one hundred eighty (180) Shares.
On May 21, 2019, the Company issued ordinary shares to Unicorn’s original shareholders for the acquisition of Unicorn.
On May 3, 2020, the Company issued ordinary shares to NBpay’s original shareholders for the acquisition of NBpay.
On May 20, 2020, the Company issued ordinary shares to an investor through private placement for $300,000.
On August 13, 2020, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
On January 27, 2021 and March 3, 2021, the Company totally issued ordinary shares to an investor for the private investment in public equity of $700,000.
On March 1, 2021, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
CHAINCE DIGITAL HOLDINGS INC. (FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In U.S. dollars, except for number of shares and per share data)
On September 8, 2021, the Company issued ordinary shares to three investors for the private investment in public equity of 105.2385 Bitcoins with a market value of $5 million.
On September 27, 2021, the Company issued and transferred ordinary shares to its depositary bank representing ADSs, to be issued to employees and former employees upon the exercise of their vested share options and the registration of their vested RSUs.
On October 19, 2021, the Company issued ordinary shares to three investors for the private investment in public equity of 5,000,000 USD Coins with a market value of approximately $5 million.
On November 21, 2022, the Company issued ordinary shares to three investors for the private investment in public equity (the “PIPE”) of $3.15 million, and issued ordinary shares to pay the financing service fee of the PIPE.
On December 20, 2022, the Company issued ordinary shares to two investors for the private investment in public equity (the “PIPE”) of $5 million.
On December 15, 2022, the Company entered into an asset purchase agreement with Huangtong International Co., Ltd., providing for the acquisition and purchase of Web3 decentralized storage infrastructure, including cryptocurrency mining servers, cables, and other electronic devices, for an aggregate consideration of USD$5,980,000, payable in the Company’s ordinary shares. The Company issued the ordinary shares on December 23, 2022.
On December 23, 2022, the Company entered into a Securities Purchase Agreement in connection with a private investment in public equity (the “PIPE”) financing with an accredited non-U.S. investor to offer and sell the Company’s units, each consisting of ordinary share and three warrants for total gross proceeds of USD$5 million. The Company issued the ordinary shares to the investor upon receiving the $5 million from the investor on January 10, 2023.
On December 29, 2022, the Company’s Board of Directors approved to proceed with: 1) the share consolidation and simultaneous change of the ADR ratio; 2) the transfer of the register of members of the Company; and 3) the termination of the deposit agreement. The Board approved the proposal on the share consolidation to the authorized share capital (the “Share Consolidation”) at a ratio of four hundred (400)-for-one (1) with the par value of each ordinary share changed to US$0.004 per ordinary share. Further, as approved by the Board, the Company will effect a simultaneous change of the American Depositary Receipts (“ADRs”) to ordinary share ratio from to (the “ADR Ratio Change”). The Board approved to terminate the Deposit Agreement, as amended (the “Deposit Agreement”) effective on February 28, 2023, by and among the Company, Citibank, N.A., and the holders and beneficial owners of American Depositary Shares outstanding under the terms of the Deposit Agreement dated as of April 13, 2015 and as amended.
On February 28, 2023, when the Share Consolidation was effective, the Company’s outstanding ordinary shares changed from shares with a par value of $ per share to shares with a par value of $ per share. We have revised the number of ordinary shares amounts in the revised consolidated statements of Changes in Shareholders’ Equity for the year ended December 31, 2022 and 2021, to retroactively present our 1-for-400 share consolidation in February 2023 back to the earliest period presented as stipulated in SAB 4C.
On September 8, 2023, the Company totally issued ordinary shares to two former independent directors as compensation for their previous services, and one legal advisor as advisory fees.
On November 30, 2023, the Company priced a private investment in public equity (“PIPE”) offering, through which it sold an aggregate of units of its securities, each consisting of one (1) ordinary share and three (3) warrants, to one non-U.S. institutional investor at an offering price of $ per unit, for the gross proceeds of $6 million, prior to the deduction of fees and offering expenses payable by the Company. The warrants are exercisable to purchase up to a total of 42,755,344 ordinary shares, for a period of three years commencing from November 30, 2023, at an exercise price of US$1.00 per ordinary share. The Company intends to utilize the net proceeds derived from the PIPE for general working capital purposes, enhancing its human capital and business development. The PIPE financing proceeds were received on December 4, 2023.
In August 2024, the Company issued ordinary shares to a former independent director as compensation for his previous services.
CHAINCE DIGITAL HOLDINGS INC. (FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In U.S. dollars, except for number of shares and per share data)
On December 19, 2024, the Company entered into a Securities Purchase Agreement with a non-U.S. investor (the “Purchaser”) for a private placement offering, providing the sale and issuance of ordinary shares of the Company, par value $ per share, for a total purchase price of US$10,010,700 at $ per share (the “Offering”). The Offering was closed on December 26, 2024. Upon closing, the Company issued a total of Ordinary Shares to the Purchaser following receipt of a total purchase price of US$10,010,700.
On January 9, 2025, the Company entered into a Securities Purchase Agreement with a non-U.S. investor for a private placement offering, providing the sale and issuance of ordinary shares of the Company, par value $ per share, for a total purchase price of $8,041,900 at $ per share (the “Offering”). The Offering had been closed on January 16, 2025. Upon closing, the Company issued a total of Ordinary Shares to the Purchaser following receipt of a total purchase price of $8,041,900.
On August 14, 2025, the Company entered into Securities Purchase Agreements with three investors for a private placement offering, providing for the sale and issuance of ordinary shares of the Company, par value $ per share, for a total purchase price of approximately $6 million at $ per share (the “Offering”). The Offering was closed on August 19, 2025.
On August 26, 2025, within the “First Election Period” as outlined in the Securities Purchase Agreement signed between the Company and the investor (the “Investor”) of the Unsecured Convertible Promissory Note issued by the Company, the Investor informed the Company that they intend to convert the note into the Company’s ordinary shares. The number of conversion shares equals the amount of the principal amount being converted (the “Conversion Amount”) divided by the Conversion Price. The Conversion Amount is $3,500,000, and the Conversion Price will be determined by taking % of the closing price of the Company’s ordinary shares on August 26, 2025, which was $, which means the number of conversion shares of the principal will be shares. On September 2, the Company issued the shares to the Investor.
In November 2025, the Company agreed to convert the accumulated unpaid interest on the Unsecured Convertible Promissory Note, amounting to $102,602.74, into the Company’s ordinary shares at the same conversion price as the principal, which is $ per share. The number of conversion shares of the interest will be shares. On November 14, the Company issued the shares to the Investor.
On December 15, 2025, the Company completed a private placement with an institutional investor for gross proceeds of approximately US$6.14 million. Under the terms of the Securities Purchase Agreement, the investor purchased an aggregate of ordinary shares of the Company at a per share purchase price equal to the closing price of Chaince’s ordinary shares on the Nasdaq Stock Market on December 5, 2025 ($6.14), for total gross proceeds of US$6.14 million before deducting fees and expenses.
Between February 2025 and January 2026, the Company granted ordinary shares to its Chief Strategy Officer, Wilfred Zhongkei Daye, as part of his compensation arrangement. Under the terms of the agreement, the Company issued ordinary shares on a monthly basis in consideration for executive services provided during the year. Each monthly issuance represents a separate grant and is accounted for based on the fair value of the Company’s ordinary shares on the respective grant dates. As of March 31, 2026, the Company had issued ordinary shares to him.
On December 31, 2025, the Company totally issued restricted ordinary shares to certain non-employee service providers, including consulting and technical service providers, as consideration for advisory and technology-related services. These share-based payments were accounted for in accordance with ASC 718, with compensation expense measured at the fair value of the Company’s ordinary shares on the respective grant dates.
On January 15, 2026, the Company issued ordinary shares to an independent director as compensation for his previous services.
On February 25, 2026, the Company entered into a Securities Purchase Agreement with certain non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell an aggregate of ordinary shares, par value $ per share, at a purchase price of $ per share, for total gross proceeds of $5,031,000, in reliance upon the exemption provided by Rule 903 of Regulation S under the Securities Act of 1933, as amended. The Company issued all ordinary shares to the Purchasers on February 25. As of March 31, 2026, $1,191,960 of the subscription proceeds had not yet been received and was recorded as a subscription receivable.
As of March 31, 2026, the total outstanding ordinary shares was shares.
CHAINCE DIGITAL HOLDINGS INC. (FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (In U.S. dollars, except for number of shares and per share data)
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