Chaince Digital Holdings Inc.

 

Up to $300,000,000

Ordinary Shares

 

This prospectus supplement relates to the issuance and sale of our ordinary shares, par value $0.004 per share (each, an "Ordinary Share" and collectively, the "Ordinary Shares"), having an aggregate offering price of up to $300,000,000, from time to time through or to H.C. Wainwright & Co., LLC, acting as sales agent and/or principal (who we refer to herein as "HCW" or the "Sales Agent"). Any sales consummated under this prospectus supplement will be made under an "at-the-market" offering program under the terms of an At the Market Offering Agreement between us and HCW, dated August 19, 2026 (the "Sales Agreement"). See "Plan of Distribution."

 

Sales of our Ordinary Share, if any, under this prospectus supplement may be made in sales deemed to be "at-the-market offerings" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agent is not required to sell any specific number or dollar amount of securities and will use commercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf any shares to be offered by us under the Sales Agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. If we and the Sales Agent agree on any method of distribution other than sales of Ordinary Shares on or through an existing trading market at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.

 

The Sales Agent will be entitled to compensation under the terms of the Sales Agreement at a commission rate of 3.0% of the aggregate gross proceeds of the Ordinary Share sold. In connection with the sale of the Ordinary Share on our behalf, the Sales Agent will be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act.