CD 10-K & 10-Q changes, risk factors and insider trading
Chaince Digital Holdings Inc. · Nasdaq · Finance Services · CIK 1527762 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
We qualify as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and are not required to provide the information required by this Item 1A.
Full comparison: every changed paragraph (1)
We
qualify as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and are not required to provide the information required
by this Item 3.1A.
Management's Discussion & Analysis (MD&A)
Largest changes
Cash Flows for thesee in full comparisonthreesix months endedMarchJune31,30, 2026, compared to thethreesix months endedMarchJune31,30,20262025
“The sales and marketing expenses for the six months ended June 30, 2026 and 2025 amounted to $34,066 and $58,131, respectively, all of which were attributable to labor costs of sales personnel.”see in full comparison
“The sales and marketing expenses for the three months ended March 31, 2026 amounted to $21,148, all of which attributed to labor costs of sales personnel.”see in full comparison
“Following the Board’s approval in December 2025, the Company ceased making new investments in the Filecoin mining business and initiated an orderly wind-down of the related operations. By June 30, 2026, substantially all of the related mining nodes had expired and the majority of the pledged FIL had been released, with a substantial portion of the released FIL subsequently sold and converted into cash. A limited amount of FIL remained pledged in connection with certain remaining nodes as of June 30, 2026 and is expected to be released by the end of 2026. …”see in full comparison
The net cash used in continuing operations was primarily attributable to: (i) our net loss from continuing operations ofsee in full comparison$703,762$1,485,182; (ii) ananadjustment of deducted non-cash profit and loss items of a positive net amount of$288,671,$563,499, mainly inclusive of provision for doubtful accounts, depreciation, gain from selling short-term investments, exchange gains and losses, gain from market price of short-term investment, Loss on market price of stablecoins and digital assets, interest income/(expenses), non-cash revenue or gain, non-cash expenses, and other income or loss; (iii) changes in working capital thatnegativelypositively affected the cash flow from operating activities, primarily including: an increase of$57,795$100,445 in clearing deposits, an increase of $118,876 in accounts receivable, a decrease of $202,703 in other receivable, a decrease of $172,081 in prepaid expenses and other current assets, an increase of$32,517$285,307in accounts payable, a decrease of $10,065in advance from customers and deferred revenues, ana decreaseincrease of$93,056$258,740 inoperatingotherlease liabilities,payables and a decrease of$339,808$282,926 in accrued expenses and other current liabilities; and (iv) changes in non-current assets and liabilities thatpositivelynegatively affected the cash flow from operating activities, primarily including: a decrease of$238,330$158,887 in right-of-use assets,anaincreasedecrease of$95,310$154,096 in deferred taxassets.assets and a decrease of $187,281 in lease liabilities.
The net cashsee in full comparisonusedprovidedinby continuing operations was primarily attributable to (i) our net loss from continuing operations of$1,086,653,$2,135,385, (ii) an adjustment of deducted non-cash profit and loss items of a positive net amount of$747,617,$1,135,353, mainly provision for doubtful accounts, inclusive of depreciation, loss from selling short-term investments, exchange gains and losses, loss on market price of short-term investment,Lossloss on market price of stablecoins and digital assets, loss on share-based payment liabilities, interest income/(expenses),stock-basedshare-based compensations, gain from debt forgiveness, non-cash revenue or gain, non-cash expenses, gain from deregistration of subsidiaries, and other income or loss, (iii) changes in working capital thatnegativelypositively affected the cash flow from operating activities, primarily including: a decrease of$27,402$42,471 in clearing deposits, a decrease of$134,831$119,831 in accounts receivable, a decrease of$13,048$1,509,409 in other receivable, an increase of $44,621 in prepaid expenses and other current assets,aandecreaseincrease of$11,778$215,991 in accounts payable, a decrease of$215,384$83,717 in advance from customers and deferred revenues, an increase of$69,037$44,137 inoperatingotherlease liabilities,payables, and a decrease of$318,292$412,441 in accrued expenses and other current liabilities, and (iv)Changeschanges in non-current assets and liabilities negatively affected cash flows from operating activities, primarily as a result of a decrease in right-of-use assets of$80,232,$160,464, an increase in deferred tax assets of$32,709,$136,488, partially offset by a decrease in operating lease liabilities of$87,667.$101,541.
Full comparison: every changed paragraph (90)
This
management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and
results results
of operations for the three and six months ended MarchJune 31,30, 20252026 and 2026.2025. This section should be read in conjunction with our
unaudited condensed
consolidated financial statements and the related notes included elsewhere in this report. See Unaudited
Condensed Consolidated Financial
Statements of Chaince Digital Holdings Inc. (formerly known as Mercurity Fintech Holding Inc.) as
of December 31, 20252026 and MarchJune 31,
2026,30, 2025, and for the three and six months ended MarchJune 31,30, 20252026 and 2026.2025. We also recommend that you
read our management’s discussion and analysis
and our audited consolidated financial statements for the fiscal year ended
December 31, 2025, and the notes thereto, which appear in our
Annual Report on Form 10-K for the year ended December 31, 2025, or
the Annual Report, filed with the U.S. Securities and Exchange Commission,
or the SEC, on March 26, 2026.
During
the threesix months ended MarchJune 31,30, 2026, the Company continued to focus on its financial services and advisory businesses as its primary line
line of business. No material change occurred in the Company’s principal business strategy during the quarter.period.
DuringFor
the firstsix quartermonths ofended June 30, 2026, the Company’s overall business operations remained consistent with the strategic direction
established established
in 2025. Management continued to focus on expanding the Company’s financial services platform, developing its client
base, and
increasing revenue contribution from both IPO-related and non-IPO-related financial services engagements.
As
of MayAugust 11, 2026, the Company had a total
of 79,443,800110,003,800 ordinary shares issued and outstanding, ofincluding which 65,100,254109,993,800 ordinary shares held
by non-affiliates. The aggregate market
value of the registrant’s ordinary shares held by non-affiliates (or “Public Float”)
as of MayAugust 11, 2026 was $391,903,529. $337,680,966.
This amount is based on the closing price of the ordinary shares on Nasdaq of $6.02$3.07 per share on
that date.August 11, 2026. Ordinary shares held
by executive officers, directors and 10% or greater stockholders have been excluded since such persons
may be deemed affiliates.
As of August 11, 2026, 86,569,508 ordinary shares of the Company were freely tradable without contractual lock-up restrictions or other resale restrictions. The number of freely tradable ordinary shares differs from the Company’s Public Float because Public Float excludes shares held by affiliates, while freely tradable shares are determined based on applicable contractual and regulatory transfer restrictions.
Set
forth below is an update of the Company’s business lines as presented in the accompanying condensed consolidated financial statements
for the threesix months ended MarchJune 31,30, 2026.
Since
August 2022, the Company has operated in the financial services and advisory sector. Following FINRA’s approval of Chaince Securities,
LLC’s Continuing Membership Application (“CMA”) in March 2025, the financial services and advisory business became
the Company’s primary operating focus and remains its sole continuing business line as of MarchJune 31,30, 2026.
On
December 12, 2025, the Company entered into a comprehensive agreement pursuant to which substantially all Filecoin mining equipment was
sold to a third party. Under the terms of that agreement, the Company leased back the equipment through April 30, 2026 solely to allow
existing Filecoin mining nodes to naturally expire. Upon expirationAll of the nodes, the Company expects to complete the wind-down of the
remaining Filecoin mining activitiesnodes andhad settleceased anyoperations remainingby obligationsJune related30, to such business.2026.
As
of MarchJune 31,30, 2026, the Company’s subsidiaries are as follows:
Comparison
of Results of Operations for the three and six months ended MarchJune 31,30, 2026 and 2025
The
following summary of the auditedunaudited consolidated financial data for the periods and as of the dates indicated is qualified by reference
to, and should be read in conjunction with, our auditedunaudited consolidated financial statements and related notes. Our historical results
do do
not necessarily indicate our results to be expected for any future period.
For
the three months ended MarchJune 31,30, 2026 and 2025, total revenue from financial services and advisory businesses was $507,546$463,206 and $25,065,$233,504,
respectively, representing an increase of $482,481,$229,702, or 1924.92%.98.37%.
For the six months ended June 30, 2026 and 2025, total revenue from financial services and advisory businesses was $970,752 and $258,569, respectively, representing an increase of $712,183, or 275.43%.
Revenue
for the three months ended MarchJune 31,30, 2026 was diversified across multiple service categories, as follows:
InRevenue
contrast, revenue for the threesix months ended MarchJune 31,30, 20252026 was primarilydiversified concentratedacross inmultiple service categories, as follows:
In contrast, revenue for the three months ended June 30, 2025 was primarily concentrated in:
Revenue for the six months ended June 30, 2025 was primarily concentrated in:
For
the three months ended MarchJune 31,30, 2026 and 2025, total cost of revenue from financial services and advisory businesses was $289,521$240,651 and
$67,412,$93,139, respectively, representing an increase of $222,109,$147,512, or 329.48%.158.38%.
For the six months ended June 30, 2026 and 2025, total cost of revenue from financial services and advisory businesses was $530,172 and $160,551, respectively, representing an increase of $369,621, or 230.22%.
The
increase in cost of revenue was primarily attributable to the expansion of revenue-generating activities during 2026. As disclosed above,
total revenue increased by $482,481$712,183 quarter-over-quarter,for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, driven
by growth in IPO-related financial advisory services, industry advisory
and consulting services, and transaction execution and brokerage
services engagements. The increase in cost of revenue is consistent
with the higher level of transaction volume and consulting activity
during the period.
For
the three months ended MarchJune 31,30, 2026 and 2025, gross profit/(loss) from financial services and advisory businesses was $218,025$222,555 and $140,365,
$(42,347), respectively. The Company’s results improved by $260,372,$82,190, reflectingor a change from gross loss in the prior-year period
to gross profit in the current period.58.55%.
For the six months ended June 30, 2026 and 2025, gross profit from financial services and advisory businesses was $440,580 and $98,018, respectively. The Company’s results improved by $342,562 for the six months ended June 30, 2026, demonstrating year-over-year improvement in profitability.
Gross
profit/(loss) margin was 42.96%48.05% for the three months ended MarchJune 31,30, 2026, compared to (168.95%)60.11% for the three months ended MarchJune 31,
30, 2025. This
represented ana improvementdecrease of 211.9112.07 percentage points, primarily due to increaseda revenuelarger scaleincrease and improved operating leverage
in thecost Company’sof financial services and advisory businesses.revenue.
Gross profit margin was 45.39% for the six months ended June 30, 2026, compared to 37.91% for the six months ended June 30, 2025. This represented an increase of 7.48 percentage points, primarily due to increased revenue scale and improved operating leverage in the Company’s financial services and advisory businesses.
The
sales and marketing expenses for the three months ended March 31, 2026 amounted to $21,148, all of which attributed to labor costs of
sales personnel.
The
sales and marketing expenses for the three months ended MarchJune 31,30, 2026 and 2025 amounted to $29,066,$12,918 and $29,065, respectively, all of
which attributedwere attributable to labor costs of
sales personnel.
The sales and marketing expenses for the six months ended June 30, 2026 and 2025 amounted to $34,066 and $58,131, respectively, all of which were attributable to labor costs of sales personnel.
The
Company’s general and administrative expenses for the three months ended MarchJune 31,30, 2026 amounted to $1,144,112,$1,482,328, and consisted primarily
of $263,937$303,496 in employment costs, $440,814$838,821 in professional fees, and $439,361$340,011 in other office expenses.
The
Company’s general and administrative expenses for the threesix months ended MarchJune 31,30, 20252026 amounted to $713,422,$2,626,440, consistingand consisted primarily
of $225,393$567,433 in employment costs, $241,876$1,279,635 in professional fees, and $246,153$779,372 in other office expenses.
The Company’s general and administrative expenses for the three months ended June 30, 2025 amounted to $984,740, consisting primarily of $667,979 in employment costs, $222,136 in professional fees, and $94,625 in other office expenses.
The Company’s general and administrative expenses for the six months ended June 30, 2025 amounted to $1,698,162, consisting primarily of $893,372 in employment costs, $464,012 in professional fees, and $340,778 in other office expenses.
Due
to the expansion of the Company’s financial services and advisory businessesbusiness team,teams, all employee salaries and benefits, professional
expenses, and office and other miscellaneous expenses have increased significantly compared to the same period in the previous year.
For
the three and six months ended MarchJune 31,30, 2026, research and development expenses were $83,542,$83,542 and $167,084, respectively, compared to
nil for both the three and six months ended March
31,June 30, 2025. The increase was primarily attributable to equity-based compensation recognized
in connection with system development services
provided under the Comprehensive Technology Services Agreement entered into on July 23,
2025 with Palantir Innovation Technologies Corporation.
The
equity awards granted under the agreement have a three-year service period. Accordingly, the total grant-date fair value of the shares
issued is being recognized as an expense on a straight-line basis over the requisite service period. During the three and six months
ended March
31,June 30, 2026, the Company recognized $83,542 and $167,084, respectively, of share-based compensation expense attributable to development-related
services, which has
been classified within research and development expenses in the consolidated statements of operations.
For
the three months ended MarchJune 31,30, 2026, loss on market price of stablecoins and digital assets from continuing operations totaled $278,370,$110,597,
consisting of: (a) loss on market price of Bitcoin of $193,430$88,694; (b) gainloss on market price of USD Coin of $290$1,959; (c) loss on market price
of Solana (SOL) of $41,380$7,900; and (d) loss on market price of Filecoin (held outside the mining node structure) of $43,850.$11,690; and (e) loss on
market price of Tether USD of $354.
For
the threesix months ended MarchJune 31,30, 2025,2026, loss on market price of stablecoins and digital assets from continuing operations totaled $68,592,$388,967,
whichconsisting solelyof: from(a) loss on market price of Bitcoin of $282,124; (b) loss on market price of USD Coin of $1,669; (c) loss on market price
of Solana (SOL) of $49,280; (d) loss on market price of Filecoin (held outside the mining node structure). of $55,540; and (e) loss on
market price of Tether USD of $354.
For the three and six months ended June 30, 2025, loss on market price of stablecoins and digital assets from continuing operations totaled $13,831 and $82,423, respectively, both of which were solely derived from loss on market price of Filecoin (held outside the mining node structure).
For
the three months ended MarchJune 31,30, 2026, Lossgain on market price of stablecoins and digital assets from discontinued operations totaled $126,716,$26,742,
consisting of: (a) $127,686$25,577 lossgain attributable to Filecoins held in MFH Tech’s Filecoin mining node accounts; and (b) $970$1,165 gain
arising from fair value adjustments to FIL-denominated receivables and payables associated with the Filecoin mining business.
For
the threesix months ended MarchJune 31,30, 2025,2026, Lossloss on market price of stablecoins and digital assets from discontinued operations totaled $465,256,$99,974,
consisting of: (a) $486,788$102,109 loss attributable to Filecoins held in MFH Tech’s Filecoin mining node accounts; and (b) $21,532$2,135 gain
arising from fair value adjustments to FIL-denominated receivables and payables associated with the Filecoin mining business.
For the three months ended June 30, 2025, loss on market price of stablecoins and digital assets from discontinued operations totaled $105,486, consisting of: (a) $89,232 loss attributable to Filecoins held in MFH Tech’s Filecoin mining node accounts; and (b) $16,254 loss arising from fair value adjustments to FIL-denominated receivables and payables associated with the Filecoin mining business.
For the six months ended June 30, 2025, loss on market price of stablecoins and digital assets from discontinued operations totaled $570,742, consisting of: (a) $576,020 loss attributable to Filecoins held in MFH Tech’s Filecoin mining node accounts; and (b) $5,278 gain arising from fair value adjustments to FIL-denominated receivables and payables associated with the Filecoin mining business.
The
Company’s interest income/(expenses), net consistconsists of (i) convertible notesnote interest costs, and (ii) interest income from cash deposits
and short-term investments.
The
Company’s interest income/(expenses), net for the three and six months ended MarchJune 31,30, 2026 amounted to $251,913,$273,978 and $525,891, respectively,
and consisted of nil in convertible
notes interest costs, and positive $251,913$273,978 and $525,891, respectively, in interest income from cash
deposits and short-term investments.
The
Company’s interest income/(expenses), net for the three months ended MarchJune 31,30, 2025 amounted to $51,181,$120,250, and consisted of negative
$60,137$43,630 in convertible notesnote interest costs, and positive $111,318$163,880 in interest income from cash deposits and short-term investments and
providing loans to external parties.
The Company’s interest income/(expenses), net for the six months ended June 30, 2025 amounted to $ 171,431, and consisted of negative $103,767 in convertible notes interest costs, and positive $275,198 in interest income from cash deposits and short-term investments and providing loans to external parties.
The
gain from market price of short-term investment for the three and six months ended MarchJune 31,30, 2026 and 2025 consists primarily of the net
gain gain
from the market price changes of the common stocks and ETFs held by the Company.
Loss
before income taxes was $ $1,119,362$1,152,511 for the three months ended MarchJune 31,30, 2026, compared with loss before income taxes of $799,072$840,206 for the
the three months ended MarchJune 31,30, 2025.
Loss before income taxes was $2,271,873 for the six months ended June 30, 2026, compared with loss before income taxes of $1,639,278 for the six months ended June 30, 2025.
We
recorded income tax benefits of $32,709$103,779 for the three months ended MarchJune 31,30, 2026 and income tax benefits of $95,310$58,786 for the three months
ended MarchJune 31,30, 2025.
We recorded income tax benefits of $136,488 for the six months ended June 30, 2026 and income tax benefits of $154,096 for the six months ended June 30, 2025.
Loss
from continuing operations was $1,086,653$1,048,732 for the three months ended MarchJune 31,30, 2026, compared with loss from continuing operations of
$ $703,762$781,420 for the three months ended MarchJune 31,30, 2025.
Loss from continuing operations was $2,135,385 for the six months ended June 30, 2026, compared with loss from continuing operations of $1,485,182 for the six months ended June 30, 2025.
For
the three months ended MarchJune 31,30, 2026, the Company recognized a loss from discontinued operations of $ 265,791,$56,268, compared to $597,716$764,932 for
for the three months ended MarchJune 31,30, 2025.
For the six months ended June 30, 2026, the Company recognized a loss from discontinued operations of $322,059, compared to $1,362,648 for the six months ended June 30, 2025.
For
the three months ended MarchJune 31,30, 2026, revenue from the Filecoin mining operations was $37,727,$11,275, compared to $116,334$91,675 in 2025. Revenue fluctuations
fluctuations were primarily driven by changes in mining output and market prices of FIL at the time rewards were received.
For the six months ended June 30, 2026, revenue from the Filecoin mining operations was $49,002, compared to $208,008 in 2025. Revenue fluctuations were primarily driven by changes in mining output and market prices of FIL at the time rewards were received.
Cost
of revenue for the three months ended MarchJune 31,30, 2026 was $175,668,$93,994, primarily consisting of mining equipment depreciation, facility lease
and electricity costs, software-related expenses, and other operational costs necessary to maintain node operations.operations compared to $246,428
in 2025. The mining business
continued to generate negative gross margins during the year.period.
Cost of revenue for the six months ended June 30, 2026 was $269,662, primarily consisting of mining equipment depreciation, facility lease and electricity costs, software-related expenses, and other operational costs necessary to maintain node operations, compared to $495,222 in 2025. The mining business continued to generate negative gross margins during the period.
Following the Board’s approval in December 2025, the Company ceased making new investments in the Filecoin mining business and initiated an orderly wind-down of the related operations. By June 30, 2026, substantially all of the related mining nodes had expired and the majority of the pledged FIL had been released, with a substantial portion of the released FIL subsequently sold and converted into cash. A limited amount of FIL remained pledged in connection with certain remaining nodes as of June 30, 2026 and is expected to be released by the end of 2026. The Company does not intend to make additional investments in or resume its Filecoin mining operations.
Following
the Board’s approval in December 2025, the Company ceased making new investments in the mining business and initiated an orderly
wind-down. The Company expects the remaining mining nodes to expire by April 30, 2026, at which point it will fully exit the Filecoin
mining operations.
CD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (1 insider, 5 trade dates, 12,000 shares, about $111.2K). Net open-market shares: -12,000 (purchases minus sales); net value about -$111.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-02 | Daye Wilfred Zhongkei |
Open-market sale | 2,000 | $9.07 | $18.1K |
| 2026-06-01 | Daye Wilfred Zhongkei |
Open-market sale | 2,000 | $8.53 | $17.1K |
| 2026-05-21 | Daye Wilfred Zhongkei |
Open-market sale | 2,000 | $9.33 | $18.7K |
| 2026-05-20 | Daye Wilfred Zhongkei |
Open-market sale | 4,000 | $9.66 | $38.6K |
| 2026-05-19 | Daye Wilfred Zhongkei |
Open-market sale | 2,000 | $9.36 | $18.7K |
Well-known investors holding CD (13F)
None of the 59 investors we track reported a position in their latest 13F.