UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-36896

CHAINCE DIGITAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Cayman Islands		57-1150621
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1251 Avenue of the Americas, Floor 41		10020
New York, NY		(Zip Code)
(Address of principal executive offices)

(949) 678-9653

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Ordinary Shares, par value US$0.004 per share		CD		NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of ordinary shares of the registrant outstanding as of May 11, 2026 was 79,443,800.

CHAINCE DIGITAL HOLDINGS INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

PART I. FINANCIAL INFORMATION
	ITEM 1.	Financial Statements
		Unaudited Condensed Consolidated Balance Sheets	2
		Unaudited Condensed Consolidated Statements of Operations	4
		Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity	7
		Unaudited Condensed Consolidated Statements of Cash Flows	9
		Notes to Unaudited Condensed Consolidated Financial Statements	11
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	53
	ITEM 4.	Controls and Procedures	53

PART II. OTHER INFORMATION
	ITEM 1.	Legal Proceedings	54
	ITEM 1A.	Risk Factors	54
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
	ITEM 3.	Defaults Upon Senior Securities	54
	ITEM 4.	Mine Safety Disclosures	54
	ITEM 5.	Other Information	54
	ITEM 6.	Exhibits	55

SIGNATURES			56

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. In some cases, these forward-looking statements can be identified by words or phrases such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “going forward,” “intend,” “ought to,” “plan,” “project,” “potential,” “seek,” “may,” “might,” “can,” “could,” “will,” “would,” “shall,” “should,” “is likely to” and the negative form of these words and other similar expressions. The forward-looking statements included in this Quarterly Report relate to, among others:

	●	our business strategies and objectives;

	●	the development and growth of our financial services and advisory businesses, including capital markets advisory, brokerage and related professional services;

	●	our ability to expand our client base, strengthen strategic partnerships and enhance our service offerings;

	●	our expectations regarding the demand for financial advisory and capital markets services;

	●	competition within the financial services and advisory industry; and

	●	general economic, financial market and business conditions that may affect our operations and financial performance.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations could later be found to be incorrect. Our actual results could be materially different from our expectations. You should thoroughly read this Quarterly Report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.

Foreign Private Issuer Status

The Company currently qualifies as a “foreign private issuer” under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Beginning with its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company has voluntarily elected to file periodic and current reports with the Securities and Exchange Commission (the “SEC”) using domestic issuer forms, including Forms 10-K, 10-Q and 8-K, in lieu of forms customarily used by foreign private issuers, including Forms 20-F and 6-K.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHAINCE DIGITAL HOLDINGS INC.

(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except for number of shares and per share data)

	Note	March 31, 2026		December 31, 2025
ASSETS:
Current assets:
Cash and cash equivalents	6		36,718,776		33,820,069
Clearing deposit			105,134		132,536
Short-term investments	7		3,182,618		2,243,567
Stablecoins	8		2,893,518		2,904,894
Digital assets	9		843,968		1,122,628
Accounts receivable			166,303		300,076
Interest receivable			100,062		38,056
Prepaid expenses and other current assets, net	10		2,229,135		2,251,298
Current assets of discontinued operations	5		2,043,371		2,366,332
Total current assets		$	48,282,885	$	45,179,456

Non-current assets:
Operating right-of-use assets, net	12		909,298		989,530
Property and equipment, net			17,695		7,007
Intangible assets, net			120,000		120,000
Deferred tax assets	13		145,541		112,832
Security deposit			63,648		63,648
Other long-term investments			122,600		122,600
Total non-current assets		$	1,378,782	$	1,415,617

TOTAL ASSETS		$	49,661,667	$	46,595,073

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Deferred revenue			950,269		230,653
Accrued expenses and other current liabilities	11		411,425		797,941
Operating lease liabilities	12		339,534		270,497
Current liabilities of discontinued operations	5		277,899		457,985
Total current liabilities		$	1,979,127	$	1,757,076

CHAINCE DIGITAL HOLDINGS INC.

(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In U.S. dollars, except for number of shares and per share data)

	Note	March 31, 2026			December 31, 2025

LIABILITIES AND SHAREHOLDERS’ EQUITY (CONTINUED):

Non-current liabilities:
Lease liabilities	12		692,936			780,603
Deferred tax liabilities	13		25,200			25,200
Total non-current liabilities		$	718,136		$	805,803

TOTAL LIABILITIES		$	2,697,263		$	2,562,879

Commitments and contingencies	17		-			-

Shareholders’ equity:
Ordinary shares ($0.004 par value, 1,000,000,000 shares authorized as of March 31, 2026, 79,409,800 and 72,883,130 shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively)	14		317,658			291,551
Subscription receivable	14		(1,191,960	)		—
Additional paid-in capital			733,662,716			728,211,983
Accumulated deficit			(686,899,085	)		(685,546,641	)
Accumulated other comprehensive income			1,075,075			1,075,301
Total shareholders’ equity		$	46,964,404		$	44,032,194

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	49,661,667		$	46,595,073

The accompanying notes are an integral part of these consolidated financial statements.

CHAINCE DIGITAL HOLDINGS INC.

(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars, except for number of shares and per share data)

	Note	2026			2025
		For the three months ended March 31,
	Note	2026			2025

Revenue:
Financial services and advisory businesses	2		507,546			25,065
Total revenue		$	507,546		$	25,065

Cost of revenue:
Financial services and advisory businesses	2		(289,521	)		(67,412	)
Total cost of revenue		$	(289,521	)	$	(67,412	)
Gross profit		$	218,025		$	(42,347	)

Operating expenses:
Sales and marketing			(21,148	)		(29,066	)
General and administrative			(1,144,112	)		(713,422	)
Research and development			(83,542	)		—
Provision for doubtful accounts			1,058			—
Loss on market price of stablecoins and digital assets	8, 9		(278,370	)		(68,592	)
Total operating expenses		$	(1,526,114	)	$	(811,080	)

Operating loss from continuing operations		$	(1,308,089	)	$	(853,427	)

Interest income/(expenses), net			251,913			51,181
Other (expenses)/income, net			(114	)		15
(Loss)/gain from market price of short-term investment			(63,072	)		3,159
Loss before provision for income taxes		$	(1,119,362	)	$	(799,072	)
Income tax benefits	13		32,709			95,310
Loss from continuing operations		$	(1,086,653	)	$	(703,762	)

Discontinued operations:
Loss from discontinued operations	5		(265,791	)		(597,716	)
Net loss		$	(1,352,444	)	$	(1,301,478	)

Net loss attributable to holders of ordinary shares of Chaince Digital Holdings Inc.		$	(1,352,444	)	$	(1,301,478	)

CHAINCE DIGITAL HOLDINGS INC.

(FORMERLY KNOWN AS MERCURITY FINTECH HOLDING INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(In U.S. dollars, except for number of shares and per share data)

		For the three months ended March 31,
	Note	2026			2025

Numerator
Net loss attributable to holders of ordinary shares of Chaince Digital Holdings Inc.		$	(1,352,444	)	$	(

SEC Form 10-Q filed by Chaince Digital Holdings Inc.