NASDAQ: CD

Chaince Digital Holdings Inc.

CIK 0001527762 · Financials · SIC 6199 · Finance Services

Micro Revenue $2M Assets $50M as of Aug 11, 2026

The Company was incorporated in the Cayman Islands as an exempted company with limited liability on July 13, 2011. The Company conducts its operations through its subsidiaries in the United States, Hong Kong, and the People’s Republic of China. About this business →

Each report below shows a 3-bullet preview. Free accounts read 3 full reports a month — narrative summary, section diffs, and EDGAR-cited quotes.

Sign up free

Want to see a complete report first? Today's free report (TEAD 10-Q) is open in full — no account needed.

8-K Filed Aug 11, 2026 · Period ending Aug 8, 2026

Summary not yet generated.

424B5 Filed Aug 10, 2026

Summary not yet generated.

Partner

Trade CD commission-free

Open an account, get a free stock.

Sign up

Investing involves risk. Free stock terms apply.

10-K/A Filed Aug 10, 2026 · Period ending Dec 31, 2025

Summary not yet generated.

8-K Filed Jul 23, 2026 · Period ending Jul 22, 2026

Summary not yet generated.

8-K Filed Jun 5, 2026 · Period ending Jun 3, 2026

Summary not yet generated.

10-Q Filed May 14, 2026 · Period ending Mar 31, 2026

Summary not yet generated.

10-K Filed Mar 26, 2026 · Period ending Dec 31, 2025

Summary not yet generated.

424B3 Filed Jan 6, 2017

Summary not yet generated.

424B4 Filed Apr 8, 2015

Summary not yet generated.

Latest financial statements

From 10-K/A filed Aug 10, 2026 (period ending Dec 31, 2025). SEC XBRL (companyfacts) — not generated by the model.

SEC XBRL

Consolidated Statements of Operations

Description Year ended Dec 31, 2025 Year ended Dec 31, 2024
Revenue:
Total revenue / net sales 1.9 0.5
Cost of revenue / cost of sales 0.7 0.3
Gross profit 1.2 0.2
Operating expenses:
Sales and marketing 0.2 0.1
Research and development 0.1
General and administrative 4.2 2.1
Total operating expenses 5.0 2.2
Operating income (3.8) (2.0)
Other income/(expense), net 1.3 (0.03)
Income before income taxes (2.4) (1.6)
Income tax expense/(benefit) (0.08) 0.3
Net income (5.1) (4.5)
Basic earnings per share (0.08) (0.07)
Diluted earnings per share (0.08) (0.07)

Consolidated Balance Sheets

Description Dec 31, 2025 Dec 31, 2024
Current assets:
Cash and equivalents 33.8 23.9
Short-term investments 2.2 1.0
Accounts receivable, net 0.3
Other receivables, net 0.05 1.3
Prepaid expenses and other current assets 2.3 3.3
Other current assets 6.5 0.8
Total current assets 45.2 30.2
Property, plant and equipment, net 0.01 0.01
Operating lease right-of-use assets, net 1.0 0.2
Identifiable intangible assets, net 0.1 0.1
Deferred income taxes and other assets 0.1 0.03
Other long-term assets 0.2 5.1
TOTAL ASSETS 46.6 35.7
Current liabilities:
Accounts payable 0.06
Current portion of operating lease liabilities 0.3 0.3
Deferred revenue, current 0.2
Other current liabilities 1.2 11.3
Total current liabilities 1.8 11.6
Operating lease liabilities 0.8
Deferred income taxes and other liabilities 0.03 0.03
Total liabilities 2.6 11.6
Shareholders' equity:
Common stock 0.3 0.2
Capital in excess of stated value 728.2 703.1
Accumulated other comprehensive income (loss) 1.1 1.2
Retained earnings (deficit) (685.5) (680.4)
Total shareholders' equity 44.0 24.1
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 46.6 35.7

Consolidated Statements of Cash Flows

Description Year ended Dec 31, 2025 Year ended Dec 31, 2024
Operating Activities:
Net cash from operating activities (2.4) (3.6)
Investing Activities:
Net cash from investing activities (1.2) 3.8
Financing Activities:
Net cash from financing activities 13.4 7.6
Net increase/(decrease) in cash 9.8 7.8

Amounts in millions USD; EPS as reported. Line labels are presentation-friendly mappings of filer XBRL tags — not a re-audit of the full statements. Use EDGAR for interactive notes and detail. Interactive statements & notes on EDGAR ↗

About Chaince Digital Holdings Inc.

Source: Item 1 (Business) from the 10-K filed March 26, 2026. Description as filed by the company with the SEC.

ITEM
1. BUSINESS

Corporate
Formation and Structure

The
Company was incorporated in the Cayman Islands as an exempted company with limited liability on July 13, 2011. The Company conducts its
operations through its subsidiaries in the United States, Hong Kong, and the People’s Republic of China.

Chaince
Securities, Inc. is a corporation organized under the laws of the State of Delaware, United States. Chaince Securities, LLC is a limited
liability company organized under the laws of the State of Delaware, United States and is a Financial Industry Regulatory Authority (“FINRA”)-registered
broker-dealer.

Ucon
Capital (HK) Limited is a limited liability company incorporated in Hong Kong. Chaince (Shenzhen) Consulting Co., Ltd. is a limited liability
company established under the laws of the People’s Republic of China.

Unless
otherwise indicated, references to the “Company,” “we,” “us,” or “our” refer to Chaince
Digital Holdings Inc. and its consolidated subsidiaries.

Overview

A.
History
and Development of the Company

Prior
to 2021, the Company explored various technology-related business opportunities, including blockchain-related services. Beginning in
October 2021, the Company initiated digital asset mining activities as part of its exploration of blockchain infrastructure and computing
services.

From
October 2021 to April 2022, the Company participated in Bitcoin mining through shared mining arrangements, under which the Company leased
computing power from third-party mining service providers rather than owning mining equipment directly. These arrangements allowed the
Company to gain operational experience in digital asset mining without significant capital investment.

Read full description ↓

In
December 2022, the Company expanded its digital asset activities by acquiring mining infrastructure and commencing Filecoin (“FIL”)
mining operations. Unlike the earlier shared mining arrangements, the Filecoin mining business involved the ownership and operation of
mining equipment and related infrastructure supporting decentralized storage networks.

While
developing its digital asset mining activities, the Company began to diversify its business. In the second half of 2022, the Company
started building its financial services and advisory businesses, focusing on capital markets advisory, corporate consulting, and related
professional services. The Company gradually expanded its professional team and client base in this sector, particularly through its
subsidiaries in the United States and Hong Kong.

Over
the following years, the Company increasingly focused on financial services and advisory activities as its primary growth area. As a
result of this strategic repositioning, the relative importance of the digital asset mining operations declined.

In
December 2025, the Company’s Board of Directors approved a strategic decision to discontinue all digital asset mining activities,
including the Filecoin mining operations. Following this decision, the Company initiated an orderly wind-down of the remaining mining-related
operations. These activities are presented as discontinued operations in the Company’s consolidated financial statements.

Current
Business Overview

Following
the strategic repositioning of the Company over the past several years, financial services and advisory businesses have become the Company’s
primary operating focus.

The
Company currently provides financial advisory, capital markets advisory, and related consulting services to corporate clients and institutional
investors. These services include assisting companies in capital markets transactions, corporate restructuring, strategic advisory, and
cross-border business development.

5

These
activities are conducted primarily through the Company’s U.S. subsidiary Chaince Securities, Inc. and its affiliated entity Chaince
Securities, LLC, which is a FINRA-registered broker-dealer and registered investment advisor (“RIA”). Through these entities,
the Company provides investment banking services and related consulting services to companies pursuing securities offerings and other
capital markets transactions in the United States.

The
Company also provides business consulting and advisory services to clients in the Asia-Pacific region through Ucon Capital (HK) Limited
and its subsidiary Chaince (Shenzhen) Consulting Co., Ltd. These services include capital markets advisory, corporate restructuring,
and coordination of professional services for companies seeking cross-border expansion.

The
Company’s financial services team is primarily based in the State of New York and serves clients located in the United States and
internationally.

Historically,
the Company also conducted digital asset mining activities through Mercurity Fintech Technology Holding Inc. (“MFH Tech”),
including Filecoin mining operations. In December 2025, the Company decided to discontinue these activities as they were no longer aligned
with its long-term strategic focus. The Company is currently completing an orderly wind-down of the remaining mining-related operations.

Private
Placements and other Transactions

On
January 9, 2025, the Company entered into a Securities Purchase Agreement with a non-U.S. investor for a private placement offering,
providing for the sale and issuance of 1,370,000 ordinary shares of the Company, par value $0.004 per share, for a total purchase price
of $8,041,900 at $5.87 per share. The offering was closed on January 16, 2025.

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 5,357,144 ordinary shares of the Company, par value $0.004 per share, for a total purchase price of approximately
$6 million at $1.12 per share. 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 intended to convert the note into the Company’s ordinary shares. The number of conversion shares equaled
the amount of the principal amount being converted (the “Conversion Amount”) divided by the Conversion Price. The Conversion
Amount was $3,500,000, and the Conversion Price was determined by taking 90% of the closing price of the Company’s ordinary shares
on August 26, 2025, which was $4.662, which means the number of conversion shares of the principal was 750,751 shares. On September 2,
2025, the Company issued the 750,751 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 was $4.662 per share. The number of conversion shares of the interest was 22,008 shares. On November 14,
the Company issued the 22,008 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 1,000,000 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.

On
February 25, 2026, the Company entered into a Securities Purchase Agreement with certain non-U.S. investors, pursuant to which the Company
agreed to sell an aggregate of 6,500,000 ordinary shares of the Company par value $0.004 per share, at a purchase price of $0.774 per
ordinary share, for a total purchase price of $5,031,000, in reliance upon the exemption provided by Rule 903 of Regulation S promulgated
under the Securities Act of 1933, as amended. The offering was closed on March 16, 2026.

Corporate
Information

Our
principal executive offices are located at 1251 Avenue of Americas, Floor 41, New York, NY 10020, United States. Our registered office
in the Cayman Islands is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands.

The
U.S. Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC on www.sec.gov. You can also find information on our investor
relationship website https://chaincedigital.com/. The information on our website should not be deemed a part of this Annual Report.

6

B.
Business
Overview

The
Company’s current continuing operations consist primarily of financial services and advisory businesses. These activities include
providing financial advisory, capital markets advisory, brokerage-related services, and corporate consulting services to corporate clients
and institutional investors globally.

Historically,
the Company also engaged in blockchain and digital asset–related activities, including Filecoin mining operations. In December
2025, the Company’s Board of Directors approved a strategic decision to discontinue the Filecoin mining business. These activities
are being wound down and are presented as discontinued operations in the Company’s consolidated financial statements.

Financial
Services and Advisory Businesses

The
Company’s financial services and advisory businesses represent its primary continuing operations. These activities are conducted
primarily through the Company’s subsidiaries Chaince Securities, Inc., Chaince Securities, LLC, and Ucon Capital (HK) Limited,
together with their affiliated entities. The Company provides advisory, brokerage-related services and corporate consulting services
to clients located primarily in the United States, Greater China, and Southeast Asia. The Company’s financial services platform
focuses on assisting corporate clients in capital markets transactions, strategic advisory, and cross-border business development.

Revenue
generated from financial services and advisory businesses primarily includes the following categories:

(a) Industry
Advisory and Consulting Services

The
Company provides strategic advisory and consulting services to corporate clients, including assistance with corporate restructuring,
capital markets preparation, regulatory compliance, and business expansion strategies. These services are typically provided over the
course of an engagement period and may involve coordinating with external professional service providers such as legal counsel, auditors,
and financial advisors.

(b) IPO-Related
Financial Advisory and Consulting Services

The
Company provides advisory services to companies preparing for public offerings or other capital markets transactions. These services
may include transaction structuring, preparation for regulatory filings, coordination with underwriters and professional advisors, and
strategic capital markets advisory.

(c) PIPE
Advisory and Placement-Related Services

The
Company provides advisory services in connection with private investment in public equity (“PIPE”) transactions and other
private capital placements. These services may include identifying potential investors, assisting in transaction structuring, and coordinating
the placement process.

(d) Transaction
Execution and Brokerage Services

Through
its FINRA-registered broker-dealer subsidiary Chaince Securities, LLC, the Company provides securities brokerage and transaction execution
services for certain capital markets transactions and investment activities.

(e) Clearing-Related
Brokerage Services

The
Company may provide brokerage services involving clearing arrangements with third-party clearing firms in connection with securities
transactions conducted by its broker-dealer subsidiary.

(f) Other
Services – Referral Services

The
Company may receive referral fees for introducing clients to third-party professional service providers or financial institutions, where
the Company acts as an intermediary in facilitating such engagements.

7

(g) Other
Services – Escrow Agent Services

In
certain transactions, the Company may provide escrow-related administrative services to facilitate transaction settlements between parties.

The
Company’s financial services team is primarily based in New York, with additional business development and advisory capabilities
located in Hong Kong and Shenzhen. The Company continues to expand its client base and professional network in the United States and
Asia-Pacific region.

Blockchain
and Digital Asset Activities (Discontinued Operations)

Historically,
the Company conducted certain blockchain and digital asset–related activities through Mercurity Fintech Technology Holding Inc.
(“MFH Tech”), including distributed computing and storage services associated with Filecoin (“FIL”) mining operations.

In
December 2025, the Company’s Board of Directors approved a strategic decision to discontinue the Filecoin mining business as it
was no longer aligned with the Company’s long-term strategic focus on financial services and advisory businesses. The Company has
ceased making new investments in mining infrastructure and has initiated an orderly wind-down of the remaining mining-related operations.
The Company sold substantially all mining equipment to a third party and temporarily leased back certain equipment through April 30,
2026, solely to allow existing Filecoin mining nodes to naturally expire. Upon expiration of these nodes, the Company expects to fully
exit the mining activities. These operations are presented as discontinued operations in the Company’s consolidated financial statements.

Although
the Company has discontinued digital asset mining activities, it continues to monitor developments in blockchain and digital asset technologies
and may explore opportunities to provide advisory or technology-related services in this sector in the future, where consistent with
the Company’s strategic focus.

Holdings
of Stablecoins and Digital Assets

Although
the Company has discontinued its digital asset mining operations, the Company may continue to hold certain digital assets and stablecoins
as part of its treasury and investment activities.

Digital
assets held by the Company may arise from prior business activities, including the historical Filecoin mining operations, or from investment
decisions made by management. The Company does not currently engage in cryptocurrency mining or other digital asset production activities;
however, it may acquire, hold, or dispose of digital assets from time to time based on market conditions, liquidity management considerations,
and investment strategies.

As
of December 31, 2025 and 2024, the Company held certain stablecoins and digital assets, including USD Coin (“USDC”), Bitcoin,
Solana, and Filecoin. A portion of the Filecoin holdings relates to assets associated with the Company’s discontinued Filecoin
mining operations and is classified as assets of discontinued operations in the consolidated financial statements.

The
following table presents the types and carrying values of the stablecoins and digital assets held by the Company as of the dates indicated.

For the year ended December 31,

2025
2024

Stablecoins

USD Coin (“USDC”)
2,904,894

Total stablecoins
$ 2,904,894
$ —

Digital assets

Bitcoin
875,250

Solana
124,740

Filecoin
122,638
156,623

Filecoin (classified as assets of discontinued operations)
762,991
2,863,273

Total digital assets
$ 1,885,619
$ 3,019,896

8

Our
customers

Financial
Services and Advisory Businesses

The
Company’s continuing operations consist primarily of financial services and advisory businesses. The Company provides a range of
professional services to corporate clients and institutional counterparties, including IPO-related financial advisory and consulting
services, PIPE advisory and placement-related services, underwriter-related services, transaction execution and brokerage services, clearing-related
brokerage services, industry-specific business advisory and consulting services, and other financial services such as escrow agent services
and referral services

These
services are primarily delivered through the Company’s subsidiaries Chaince Securities, Inc., Chaince Securities, LLC, and Ucon
Capital (HK) Limited. The Company’s clients are primarily corporate issuers, investment institutions, and business enterprises
seeking capital markets advisory services, strategic consulting, and transaction execution support.

The
Company’s client base is geographically diversified, with clients primarily located in North America, Greater China, and Southeast
Asia. As of December 31, 2025, the Company had served more than 20 corporate clients through its financial services and advisory platform.
For the year ended December 31, 2025, the Company generated approximately $1.87 million in revenue from its financial services and advisory
businesses. The Company expects its client base to continue expanding as it further develops its capital markets advisory capabilities
and brokerage-related services.

Because
the Company’s financial services and advisory engagements are typically project-based and transaction-driven, revenues in any particular
reporting period may be derived from a limited number of customers. The customers that individually accounted for more than 10% of the
Company’s total revenues for the years ended December 31, 2025 and 2024 are presented in the table below.

For the year ended December 31,

2025
2024

US$
%
US$
%

Customer A
494,234
26.5 %

Customer B
200,000
10.7 %

Customer C
195,327
10.5 %

Customer D


298,525
60.4 %

Customer E


100,000
20.2 %

Customer F


50,000
10.1 %

Historical
Blockchain and Digital Asset Activities

Historically,
the Company conducted certain blockchain and digital asset–related activities, including cryptocurrency mining operations. These
activities were conducted primarily through the Company’s subsidiary Mercurity Fintech Technology Holding Inc. (“MFH Tech”).
In December 2025, the Company’s Board of Directors approved a strategic decision to discontinue the Filecoin mining business. These
activities are being wound down and are presented as discontinued operations in the Company’s consolidated financial statements.

While
the Company has exited digital asset mining activities, it continues to monitor developments in digital asset technologies and artificial
intelligence (“AI”) and may explore new business opportunities in these areas where they align with the Company’s long-term
strategic objectives.

9

Marketing

The
Company’s marketing and business development efforts are primarily focused on building long-term relationships with corporate clients,
institutional investors, and professional service providers within the capital markets ecosystem.

Given
the nature of the Company’s financial services and advisory businesses, client acquisition is largely relationship-driven and reputation-based.
The Company develops business opportunities through its professional networks, industry relationships, and referrals from existing clients
and strategic partners.

The
Company promotes its services through a combination of industry engagement, targeted client outreach, and strategic partnerships. These
activities include participating in industry conferences and professional forums, maintaining relationships with investment institutions,
law firms, accounting firms, and other financial intermediaries, and directly engaging with corporate clients seeking advisory services
related to capital markets transactions, corporate restructuring, and strategic financing.

The
Company also leverages its global presence across North America and the Asia-Pacific region to expand its client base and identify new
business opportunities. Through its subsidiaries in the United States, Hong Kong, and China, the Company conducts business development
activities aimed at supporting companies seeking access to U.S. capital markets and providing cross-border advisory services.

As
the Company continues to expand its financial services and advisory platform, it expects to increase its marketing and business development
efforts, including strengthening its brand recognition within the financial advisory and capital markets sectors and expanding its professional
network of clients and partners.

Competition

The
Company operates in the financial services and advisory industry, which is highly competitive and fragmented. The Company competes with
a variety of financial institutions and professional service firms that provide capital markets advisory, brokerage, consulting, and
transaction-related services.

The
Company’s competitors primarily include:


investment
banks and boutique financial advisory firms that provide mergers and acquisitions advisory, capital markets advisory, and private
placement services;


FINRA-registered
broker-dealers and placement agents that provide securities brokerage, transaction execution, and underwriting-related services;
and


business
consulting firms and cross-border advisory firms that assist corporate clients in business expansion, strategic advisory, and capital
markets access, particularly for companies seeking to enter the U.S. capital markets.

Many
of the Company’s competitors may have longer operating histories, larger client bases, greater financial resources, broader brand
recognition, or more extensive professional networks than the Company. In addition, certain competitors may have greater experience in
specific sectors of the capital markets or may devote greater resources to marketing, technology development, and client acquisition.

Despite
these competitive conditions, the Company seeks to differentiate itself by leveraging its cross-border advisory capabilities, industry
relationships, and integrated service platform that combines financial advisory, brokerage-related services, and strategic consulting.

The
Company believes that the principal competitive factors in its industry include:


reputation
and brand recognition;


quality
and depth of professional expertise;


relationships
with institutional investors and capital markets participants;


ability
to source and execute transactions;


breadth
of service offerings and integrated advisory capabilities; and


pricing
and overall client service quality.

10

Although
the Company believes its cross-border capabilities may provide certain competitive advantages, increased competition may result in pricing
pressure, reduced transaction opportunities, or the loss of potential clients. In addition, competitors may introduce new services, technologies,
or business models that could impact the Company’s ability to maintain or expand its market position.

Seasonality

We
have not experienced seasonal fluctuations in our current principal business. Due to our limited operating history in our current core
business, the seasonal trends that we experienced are not necessarily indicative of the seasonal trends that we may experience in the
future.

Intellectual
Property

We
regard trademarks, copyrights, domain names, know-how, proprietary technologies, and similar intellectual property as important to our
success, and from time to time we rely on copyright and trademark law and confidentiality, invention assignment and non-compete agreements
with our employees and others to protect our proprietary rights. As of December 31, 2025, we have registered a generic top-level domain
name. Our registered domain name is www.chaincedigital.com.

Regulation
Relating to Our Limited Operations in the PRC

Although
the Company currently conducts the majority of its operations outside the People’s Republic of China (“PRC”), it maintains
a limited presence in the PRC through its subsidiary Chaince (Shenzhen) Consulting Co., Ltd., which primarily performs administrative
and support functions.

For
the year ended December 31, 2025, the Company did not generate any revenue from mainland China, and the Company does not currently plan
to conduct material operating activities or investments in the PRC. As a result, the Company believes that its current exposure to PRC
regulatory risks is limited.

Nevertheless,
because the Company maintains a subsidiary in the PRC, it remains subject to certain PRC laws and regulations applicable to foreign-invested
enterprises and businesses operating in the PRC.

PRC
Regulatory Permissions

Based
on the advice of Beijing Chuting Law Firm, the Company’s PRC legal counsel, as of the date of this Annual Report:


neither
the Company nor its subsidiaries is required to obtain approvals from the China Securities Regulatory Commission (CSRC), the Cyberspace
Administration of China (CAC), or any other PRC governmental authority in connection with the Company’s current business operations
or its listing on Nasdaq;


the
Company and its PRC subsidiary have obtained all material licenses and approvals required for their current operations in the PRC;
and


neither
the Company nor its subsidiaries has received any inquiry, notice, warning, or sanctions from PRC regulatory authorities regarding
the Company’s operations or its overseas listing.

However,
PRC laws and regulations relating to overseas listings and foreign investment are evolving, and there can be no assurance that PRC regulatory
authorities will not in the future take a different view of the Company’s operations or impose additional regulatory requirements.

PRC
Overseas Listing Regulations

On
February 17, 2023, the China Securities Regulatory Commission (“CSRC”) released the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies, together with related guidance (collectively, the “Overseas Listing Filing
Rules”), which became effective on March 31, 2023.

The
Overseas Listing Filing Rules apply to companies incorporated outside of mainland China that conduct material operations in the PRC or
whose financial statements reflect that more than 50% of their revenue, profits, assets, or net assets are derived from PRC domestic
companies.

11

Based
on the advice of our PRC legal counsel, the Company currently does not fall within the scope of these rules, as the Company’s operations
and revenues are primarily generated outside the PRC and the Company does not conduct material operating activities in mainland China.

PRC
Data Security and Cybersecurity Regulations

The
PRC government has promulgated various laws and regulations relating to cybersecurity and data protection, including the Cybersecurity
Law, the Data Security Law, and the Personal Information Protection Law.

These
regulations generally apply to companies that process large volumes of user data or operate internet platforms that collect personal
information from users in the PRC.

Based
on the advice of our PRC legal counsel, the Company:


does
not operate an online platform in the PRC;


does
not process large-scale personal data of PRC users; and


is
not an operator of critical information infrastructure.

Accordingly,
the Company is not currently required to undergo cybersecurity review by the Cyberspace Administration of China in connection with its
operations or its overseas listing.

Holding
Foreign Companies Accountable Act

The
Holding Foreign Companies Accountable Act (“HFCAA”) provides that if the Public Company Accounting Oversight Board (“PCAOB”)
is unable to inspect a company’s auditor for two consecutive years, the company’s securities may be prohibited from trading
on a national securities exchange or in the over-the-counter market in the United States.

Our
independent registered public accounting firm, Tang Qian & Associates, is headquartered in the United States and is subject to regular
inspections by the PCAOB. As such, the Company is not currently subject to the determinations issued by the PCAOB relating to audit firms
headquartered in mainland China or Hong Kong.

However,
if future regulatory developments result in the PCAOB being unable to inspect our auditor, our ordinary shares may become subject to
trading prohibitions under the HFCAA.

C.
Organizational
Structure

The
following diagram illustrates our current corporate structure.

Operating
Subsidiaries

Our
principal operating subsidiaries and their respective roles within our financial services and advisory platform are summarized below.

(i)
Chaince Securities, LLC

Chaince
Securities, LLC is a Financial Industry Regulatory Authority (“FINRA”) registered broker-dealer and registered investment
adviser and is subject to regulation by FINRA and the U.S. Securities and Exchange Commission (“SEC”). As a licensed broker-dealer,
Chaince Securities, LLC is authorized to conduct a range of securities-related activities including: PIPE advisory and placement-related
services, underwriter-related services, transaction execution and brokerage services, clearing-related brokerage services, IPO-related
financial advisory services, and other securities-related financial services permitted under applicable U.S. securities regulations.
Through these activities, Chaince Securities, LLC serves as the regulated execution and brokerage platform for certain transactions conducted
by the Company’s financial advisory business. Chaince Securities, LLC operates primarily from its New York office.

(ii)
Chaince Securities, Inc.

Chaince
Securities, Inc. is the parent company of Chaince Securities, LLC and serves as one of the principal operating entities for the Company’s
financial advisory and consulting services in North America. As an affiliate of the Company’s broker-dealer entity, Chaince Securities,
Inc. provides non-brokerage advisory services, including: IPO-related financial advisory and consulting services, industry-specific business
advisory and consulting services, strategic and capital markets consulting services, and corporate advisory services related to capital
markets transactions. Chaince Securities, Inc. conducts its operations primarily from its New York office.

(iii)
Ucon Capital (HK) Limited

Ucon
Capital (HK) Limited (“Ucon”) serves as the Company’s Asia-Pacific advisory platform and provides financial advisory
and consulting services to clients located in Greater China, Southeast Asia, and other parts of the Asia-Pacific region. Ucon provides
services that are primarily consulting and advisory in nature including: IPO-related financial advisory and consulting services, industry-specific
business advisory and consulting services, strategic business consulting, and cross-border capital markets advisory services for companies
seeking access to U.S. capital markets. Ucon operates primarily from offices located in Hong Kong and Shenzhen and works closely with
the Company’s U.S. entities to support cross-border transactions and advisory engagements.

12

(iv)
Chaince (Shenzhen) Consulting Co., Ltd.

Chaince
(Shenzhen) Consulting Co., Ltd. (“Chaince Shenzhen”) provides administrative support, operational support, and limited consulting
services to the Company’s Asia-Pacific advisory activities. The entity primarily supports the operations of Ucon Capital (HK) Limited
and does not currently generate material revenue from mainland China.

(v)
Mercurity Fintech Technology Holding Inc.

Mercurity
Fintech Technology Holding Inc. (“MFH Tech”) previously served as the operating entity for certain blockchain-related activities
of the Company. Following the Company’s decision in December 2025 to discontinue its Filecoin mining operations, this entity currently
does not conduct material operating activities but remains part of the Company’s corporate structure.

(vi)
Aifinity Base Limited (Hong Kong)

Aifinity
Base Limited is currently in the process of deregistration and does not conduct any material business operations.

Capital
Flows Within Our Corporate Structure

Under
our current corporate structure, the liquidity needs of entities within our group may be funded through capital contributions, intercompany
loans, or service payments among our subsidiaries.

Cash
transfers between entities within the Company’s corporate group outside mainland China are generally not subject to material regulatory
restrictions.

With
respect to our PRC subsidiary, Chaince (Shenzhen) Consulting Co., Ltd., transfers of funds to or from mainland China are subject to applicable
PRC foreign exchange regulations administered by the State Administration of Foreign Exchange (“SAFE”). Under current PRC
regulations: capital contributions to PRC subsidiaries must be registered with relevant governmental authorities; cross-border loans
or intercompany funding arrangements may be subject to registration or filing requirements with SAFE; and dividend distributions by PRC
subsidiaries may be subject to applicable tax obligations and regulatory procedures. However, because the Company does not currently
generate revenue from mainland China and does not conduct material operating activities in the PRC, these regulatory requirements are
not expected to have a material impact on the Company’s overall operations or liquidity.

As
of the date of this report, the Company is not aware of any material restrictions on the transfer of cash or assets among its subsidiaries,
other than those generally applicable under PRC foreign exchange regulations. Nevertheless, the PRC government may introduce new laws,
regulations, or policies in the future that could affect the ability of companies with PRC subsidiaries to transfer funds across borders.

Human
Capital Resources

As
of December 31, 2025, we had a total of 13 full-time employees. The majority of our employees were located in the United States, primarily
in our New York office, with an additional three employees based in Shenzhen, China who provide operational and administrative support.

Our
human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating our existing and future
employees. We consider our employees to be the foundation of our growth and success, particularly in the highly specialized financial
services and advisory industry. The compensation package for our employees generally consists of competitive base salaries, performance-based
bonuses, and equity-based incentive arrangements under our 2025 Equity Incentive Plan, which aligns employee interests with those of
our shareholders.

We
are committed to fostering a diverse, inclusive, and safe workplace. For employees located in China, we participate in government-mandated
social insurance and housing fund programs in accordance with applicable PRC regulations. We have not experienced any material labor
disputes since our inception and consider our employee relations to be good.