Chaince Digital (CD) Registration Filing summary

Company overview and business model

• Operates as a Cayman Islands holding company with subsidiaries in the U.S., Hong Kong, and China, focusing on distributed computing and storage (Filecoin mining), business consultation, and investment banking services.

• Transitioned from blockchain technical services and digital asset platforms to consultation, distributed storage, and investment banking after divesting Chinese VIEs and ceasing digital payment and Bitcoin mining activities.

• Key subsidiaries include MFH Tech (Filecoin mining), Chaince Securities (consultation and investment banking), Ucon and Lianji Future (Asia-Pacific consultation), and Aifinity (AI infrastructure manufacturing).

Financial performance and metrics

• No dividends or distributions made to shareholders in the past three years; future earnings are intended for business expansion.

• Intragroup loans and asset transfers are significant, with MFH Tech owing MFH Cayman $12.7M and other subsidiaries also involved in substantial intercompany balances.

• MFH Tech has operated at a loss, and there is uncertainty about its path to profitability.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be used as specified in future prospectus supplements; no specific allocation detailed in the base prospectus.

• Plans to raise up to $800M for a Bitcoin treasury reserve, subject to obtaining financing.