Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On February 25, 2026 (the "Execution Date"), Chaince Digital Holdings Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain non-U.S. investors (the "Purchasers"), pursuant to which the Comnpany agreed to sell an aggregate of 6,500,000 ordinary shares of the Company par value $0.004 per share, at a purchanse price of $0.774 per ordinary share, for a total purchase price of $5,031,000 (the "Offering"), in reliance upon the exemption provided by Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended. The Offering is expected to occur on or before March 12, 2026.

The Securities Purchase Agreement contains representations and warranties, covenants and conditions, customary for transactions of this type.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Form 8-K about the Offering and the Securities Purchase Agreement related thereto is hereby incorporated by reference into this Item 3.02.