Chaince Digital Holdings Inc. (CD) - 10-K Summary
Business Context and Reporting Period
This Annual Report on Form 10-K covers the fiscal year ended December 31, 2025. Chaince Digital Holdings Inc. (formerly Mercurity Fintech Holding Inc.) is a Cayman Islands holding company with principal executive offices in New York. The Company has strategically pivoted from digital asset mining to focus primarily on financial services and advisory businesses, including capital markets advisory, IPO-related consulting, and brokerage services through its FINRA-registered subsidiary, Chaince Securities, LLC. In December 2025, the Board approved the discontinuation of all Filecoin mining operations, which are now presented as discontinued operations.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $1,867,068 | $494,025 |
| Gross Profit | $1,200,710 | $234,432 |
| Gross Margin | 64.31% | 47.45% |
| Operating Loss (Continuing) | $(3,772,169) | $(2,000,812) |
| Net Loss (Total) | $(5,097,831) | $(4,534,397) |
| Cash and Cash Equivalents | $33,820,069 | $24,009,331 |
| Total Assets | $46,595,073 | $35,691,313 |
| Total Liabilities | $2,562,879 | $11,602,495 |
Liquidity and Debt: As of December 31, 2025, the Company held $33.8 million in cash and cash equivalents, $2.9 million in stablecoins (USDC), and $1.1 million in digital assets (Bitcoin, Solana, Filecoin). Total liabilities decreased significantly to $2.6 million from $11.6 million in 2024, largely due to the waiver of related-party debts. The Company has no significant long-term debt obligations remaining.
Material Changes vs. Prior Period
- Revenue Growth: Revenue from continuing operations increased by 278% to $1.87 million, driven by a higher volume of advisory engagements and the expansion of PIPE advisory and transaction execution services.
- Discontinued Operations: The Company classified its Filecoin mining business as discontinued operations. This segment incurred a loss of $2.8 million in 2025, primarily due to impairment charges on mining equipment ($1.28 million) and fair value losses on digital assets ($865k).
- Debt Waivers: The Company recognized a non-cash gain of approximately $1.27 million in "Other income" resulting from the irrevocable waiver of outstanding obligations to related parties (Zhiyou Wang, Radiance Holding, and Ying Wang).
- Expense Increases: General and administrative expenses nearly doubled to $4.16 million, reflecting the expansion of the financial services team and professional fees. Research and development expenses of $147k were incurred for tokenization platform development.
- Digital Asset Volatility: The Company recognized a $458k loss on the market price of stablecoins and digital assets held in continuing operations due to fair value adjustments under ASU 2023-08.
Guidance, Outlook, and Risks
Outlook: Management expects the financial services and advisory sector to remain the primary growth driver. The Company aims to expand its client base, grow revenue, and narrow operating losses over the next 12 to 24 months. The wind-down of mining operations is expected to conclude by April 30, 2026.
Risks and Contingencies:
- Internal Controls: Management identified material weaknesses in internal control over financial reporting, including insufficient documentation, limited segregation of duties, and a lack of personnel with appropriate U.S. GAAP knowledge. Remediation is underway.
- Customer Concentration: Revenue is concentrated among a limited number of clients. In 2025, three customers accounted for approximately 47.7% of total revenue.
- Digital Asset Volatility: Although mining has ceased, the Company holds significant digital assets (Bitcoin, Solana, USDC) which are subject to market volatility and regulatory changes.
- Regulatory Compliance: As a FINRA-registered broker-dealer, the Company is subject to extensive regulation. Non-compliance could result in fines or license revocation.
Investor Verification Checklist
- Revenue Quality: Verify the sustainability of the 278% revenue growth and the concentration risk associated with the top three clients.
- Internal Control Remediation: Monitor the progress of remediation plans for the identified material weaknesses in internal controls over financial reporting.
- Digital Asset Valuation: Review the fair value methodology for the $4 million+ in digital assets and stablecoins held on the balance sheet.
- Discontinued Operations Wind-down: Confirm the timeline and final costs associated with the complete exit from Filecoin mining operations by April 2026.
- Cash Burn Rate: Assess the runway provided by the $33.8 million cash balance against the current operating loss trajectory and future capital expenditure needs.