Chaince Seeks 20B Share Cap, 3-Year Reverse-Split Power

Chaince Digital Holdings is asking shareholders on Aug. 24 to raise the company’s authorized ordinary shares from 1 billion to 20 billion and to grant the board three years of authority to implement reverse stock splits. The proposals follow a prospectus supplement for an at-the-market sales program that could allow up to $300 million of share sales.

Under the proxy, the authorization increase would add 19 billion shares to the ceiling. The reverse-split authority would let the board carry out one or more splits through the third anniversary of the Aug. 24 meeting. Each split could range from 2-for-1 to 200-for-1, with a cumulative cap across all splits of 4,000-for-1.

Approval of each proposal requires a simple majority of votes cast by eligible ordinary shareholders present in person or by proxy. Abstentions and broker non-votes are excluded from the vote totals. Brokers may not vote uninstructed street-name shares on these non-routine items.

The corrected proxy deadline for submitting proxies is Aug. 20 at 11:59 p.m. Eastern Time. The annual meeting begins at 10:00 a.m. Eastern in New York and will be accessible online. Registered holders may still vote at the meeting; investors whose shares are held through a broker must obtain a legal proxy and submit a completed voting document in advance.

Chaince filed a prospectus supplement dated Aug. 19 for an ATM sales agreement with H.C. Wainwright that would allow sales of up to $300 million of ordinary shares. Wainwright is not obligated to sell a set number of shares; actual issuance will depend on market conditions and company decisions.

The prospectus includes an illustrative example that assumes selling 85,227,272 shares at $3.52 per share against 110,003,800 shares outstanding as of Aug. 17. That scenario would raise the total outstanding to as many as 195,231,072 shares. The filing estimates net-tangible-book-value dilution to new investors of $1.71 per share under that example.

The prospectus example excludes 6,164,000 shares available under Chaince’s 2025 equity plan and up to 42,755,344 shares that could be issued upon exercise of outstanding warrants. The filing states that proceeds from the ATM may be used for working capital and other general corporate purposes.

Separately, the company described a preliminary plan to build an $800 million Bitcoin reserve and did not disclose the funding source or financing instruments for that plan. Any use of the newly authorized shares or execution of reverse splits would be decided later by the board and carried out only if and when the company takes specific actions.