Chaince Digital Holdings shareholders to vote on expanding share ceiling and reverse‑split authority

Chaince Digital Holdings, a crypto‑treasury firm, is seeking shareholder approval for two significant governance changes. The proposals would give the board far greater flexibility in future financing and capital‑structure management.

Proposal to raise authorized share count

Proposal Three would add 19 billion authorized ordinary shares, raising the total ceiling from 1 billion to 20 billion. Authorized shares represent the maximum number of shares the company may issue under its charter, while outstanding shares are those already issued.

Proposal to grant reverse‑split authority

Proposal Four would allow the board to conduct one or more reverse 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 limit of 4,000‑for‑1 across all authorized splits. The board would decide when and whether to use this authority.

Voting mechanics

Both proposals require a simple majority of votes cast by eligible ordinary shares present in person or by proxy. Abstentions and broker non‑votes are excluded. The meeting begins at 10:00 a.m. Eastern Time in New York and online. The proxy deadline is Aug. 20, 11:59 p.m. ET.

Context: $300 million ATM stock‑sale program

Alongside the capital‑structure vote, Chaince filed a prospectus supplement for an at‑the‑market (ATM) program that permits up to $300 million of ordinary‑share sales through H.C. Wainwright. The agreement does not obligate the agent to sell a specific amount; actual issuance will depend on future sales.

The prospectus illustrates a maximum scenario of 85,227,272 shares sold at $3.52 each, which would raise total shares outstanding to roughly 195,231,072, compared with 110,003,800 shares outstanding on Aug. 17. That example estimates a dilution of $1.71 per share in net‑tangible‑book value for new investors. The assumptions exclude 6,164,000 shares reserved under the 2025 equity plan and up to 42,755,344 shares issuable upon warrant exercise.

Use of proceeds and future plans

Chaince says ATM proceeds may be used for working capital and general corporate purposes. A separate filing mentions a preliminary $800 million Bitcoin reserve plan, though the financing source for that plan has not been disclosed.

Implications for shareholders

Approval would give the board substantially broader authority to issue new shares or conduct reverse splits, potentially affecting dilution and share price. The actual execution of any share issuance or reverse split will remain at the board’s discretion after the vote.