UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 21, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Warrant Repurchase Cancellation and Release Agreement (the “Agreement”) with the holders of warrants issued in connection with the Company’s private placement on November 30, 2023 (the “Holders”).
Pursuant to the Agreement, the Company repurchased and permanently canceled all of the warrants held by the Holders for aggregate cash consideration of US$2.0 million. No ordinary shares were issued in the transaction, and none of the warrants had been exercised. The transaction closed on September 21, 2026. Following the cancellation, the Company has no warrants outstanding.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On September 24, 2026, the Company issued a press release announcing the repurchase and cancellation of the warrants. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
This report on Form 8-K is incorporated by reference into the Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on May 20, 2025 and last amended on June 26, 2025 (Registration No. 333-287428).
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
Description | |
| 10.1 | Form of Warrant Repurchase Cancellation and Release Agreement | |
| 99.1 | Press Release, dated September 24, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 24, 2026
| CHAINCE DIGITAL HOLDINGS INC. | ||
| By: | /s/ Shi Qiu | |
| Name: | Shi Qiu | |
| Title: | Chief Executive Officer | |