15. SHARE BASED COMPENSATION

The Company accounts for share-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). Share-based compensation cost is measured at the grant-date fair value of the equity awards and is recognized as compensation expense over the requisite service period, which is generally the vesting period of the awards. The Company classifies share-based compensation expense based on the nature of the services received and presents such expense within cost of revenue, general and administrative expenses, or other operating expense categories, as applicable.

2025 Equity Incentive Plan

On March 18, 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), which was approved by the Company’s Board of Directors and administered by the Compensation Committee. The purpose of the 2025 Plan is to promote the success of the Company and increase shareholder value by providing equity-based incentives to attract, retain and motivate employees, directors, officers, consultants and other eligible service providers.

Under the 2025 Plan, the Company is authorized to issue up to 6,300,000 ordinary shares in the form of equity-based awards, including stock options, restricted stock, restricted stock units, stock appreciation rights and other share-based or cash-settled awards. Awards may vest based on service conditions, performance conditions, or a combination thereof, as determined by the Compensation Committee at the time of grant. The fair value of ordinary shares is generally determined based on the closing market price on the grant date.

Share-Based Compensation to Executive Officers

Between February 2025 and January 2026, the Company granted equity awards to its Chief Strategy Officer (“CSO”) under the 2025 Plan as part of his compensation arrangement. The CSO’s equity compensation is structured as monthly equity grants, with each grant measured at fair value on its respective grant date and recognized as compensation expense over the related service period. Share-based compensation expense related to the CSO is included in general and administrative expenses.

Employee Equity Incentive Awards

During the year 2025 and the first quarter of 2026, the Company granted restricted ordinary shares to certain employees under the 2025 Plan. Although certain awards were legally issued during 2025, such shares are subject to service-based vesting conditions and transfer restrictions, including minimum holding periods under Rule 144 of the Securities Act of 1933, as amended.

For employee awards granted in 2025 for which the first tranche of shares is scheduled to vest or be released in February 2026, the Company recognized share-based compensation expense in 2025 and the first quarter of 2026 based on the grant-date fair value of the awards and the portion of the requisite service period completed as of March 31, 2026. Unvested awards are subject to forfeiture if the employee fails to satisfy the applicable service conditions.

The table below presents the share-based payment expenses under the 2025 Share Incentive Plan for the three months ended March 31, 2026 and 2025:

 SCHEDULE OF SHARE-BASED PAYMENTS EXPENSES

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)

SCHEDULE OF SHARE BASED COMPENSATION

As of March 31, 2026, the outstanding awards included 10,000 restricted share units that had vested upon the departure of a former director and Chief Operating Officer but had not yet been issued as of the reporting date.

Weighted-Average Grant-Date Fair Value of Employee Awards

The weighted-average grant-date fair value of equity awards granted to employees under the 2025 Equity Incentive Plan during the first quarter of 2026 was $5.04 per share.

Unrecognized Compensation Cost – Employee Awards

As of March 31, 2026, the Company had unrecognized share-based compensation cost related to unvested employee equity awards granted under the 2025 Equity Incentive Plan. This cost is expected to be recognized over the remaining weighted-average service period of the awards, generally within the next 1one to three years.

Shares Available for Future Grant under the 2025 Plan

As of March 31, 2026, 6,164,000 ordinary shares remained available for future issuance under the 2025 Equity Incentive Plan.

Non-Employee Share-Based Compensation

The Company also granted restricted ordinary shares during 2025 to certain non-employee service providers, including Palantir Innovation Technologies Corporation and Power Tech Digital Trading Co., Ltd., in exchange for technology advisory and consulting services. These awards were granted pursuant to written service agreements and approved by the Board of Directors or the Compensation Committee.

Non-employee share-based compensation is measured at the grant-date fair value of the equity instruments issued and recognized as expense over the period during which the related services are rendered, consistent with ASC 718. Share-based compensation expense related to non-employee services is classified within operating expenses based on the nature of the services received.

The table below presents the non-employee share-based payment expenses for the three months ended March 31, 2026 and 2025:

 SCHEDULE OF SHARE-BASED PAYMENTS EXPENSES

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)

SCHEDULE OF SHARE BASED COMPENSATION

During the year 2025, the Company issued an aggregate of 2,000,000 ordinary shares to certain non-employee service providers in exchange for consulting and technology-related services. The shares were legally issued in December 2025 and are included in the Company’s issued and outstanding share capital. The shares are subject to transfer restrictions under Rule 144 of the Securities Act of 1933.

The shares were issued as consideration for services to be provided over a future service period. Accordingly, the Company recognizes the related share-based compensation expense over the service period in accordance with ASC 718.

The weighted-average shares outstanding used in the basic earnings per share calculation include the 2,000,000 shares issued to non-employee service providers in December 2025.