Chaince Digital cancels all outstanding warrants for $2 million cash

Chaince Digital Holdings Inc. (Nasdaq: CD) has closed a transaction to repurchase and permanently cancel all warrants issued in a November 2023 private placement. The company paid an aggregate cash consideration of US$2.0 million to the warrant holders, eliminating all outstanding warrants from its capital structure without issuing any new shares.

The transaction, which closed on September 21, 2026, was executed under a Warrant Repurchase Cancellation and Release Agreement with the holders of warrants from the private placement priced on November 30, 2023. None of the warrants had been exercised prior to the cancellation. In addition to the cash payment, the holders released the company and certain related persons from claims arising from the warrants, subject to specific exceptions outlined in the agreement.

The cancellation removes the company's contractual obligation to issue or reserve ordinary shares under these instruments, thereby eliminating the potential dilution associated with them. Chaince Digital Holdings Inc., formerly known as Mercurity Fintech Holding Inc., operates as a digital finance and technology firm specializing in asset tokenization, on-chain development, and regulated brokerage activities.

Shi Qiu, Chief Executive Officer of Chaince Digital Holdings Inc., stated that the company retired the warrants in full for a fixed cash payment without issuing a single new share. He characterized the move as a disciplined use of capital, noting that a capitalization with no warrants outstanding is more straightforward for shareholders to evaluate as the company continues its strategy in tokenization, on-chain innovation, and regulated brokerage.

The company noted that the description of the agreement is qualified by reference to the full text, which will be filed as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC). The full agreement will be available on the SEC's website. The announcement includes forward-looking statements regarding anticipated benefits of the warrant repurchase, the company's capital structure, and business strategy, which involve known and unknown risks and uncertainties.

Chaince Digital operates through subsidiaries including Chaince Securities, LLC, a FINRA-registered broker-dealer, and AI/HPC infrastructure platforms. The company provides technology-enabled solutions across distributed computing, business consulting, and capital markets services, aiming to bridge traditional financial markets with the digital-asset economy through compliant infrastructure.