Crypto Treasury Company Chaince Seeks 20 Billion Share Cap and Reverse Split Authority Ahead of $300M ATM Launch

Shareholders of Chaince Digital Holdings, a cryptocurrency treasury firm, will vote Monday on proposals to increase the company’s authorized ordinary shares from 1 billion to 20 billion and grant its board broad reverse-split authority. This decision follows the recent launch of an at-the-market equity program enabling up to $300 million in stock sales.

If approved, these measures would significantly expand the board’s flexibility for future fundraising and capital management strategies. However, any actual share issuances or reverse stock splits would require subsequent board action, meaning Monday’s vote is focused solely on granting that expanded authority.

Key Proposals Under Consideration

Proposal Three seeks to authorize 19 billion additional ordinary shares, bringing the total to 20 billion. As outlined in the company’s annual meeting proxy, authorized shares represent the maximum number of shares a company can issue under its charter, unlike outstanding shares which reflect those already distributed.

Proposal Four proposes empowering the board to execute one or more reverse stock splits within three years from the August 24 meeting date. These splits could range between 2-for-1 and 200-for-1, with a cumulative cap of 4,000-for-1 across all splits. The timing and implementation of any reverse split remains at the discretion of the board.

Both proposals require a simple majority vote from eligible ordinary shares present in person or via proxy at the meeting. Abstentions and broker non-votes are not counted toward the final tally, and brokers cannot vote on behalf of clients who haven’t provided specific instructions regarding these non-routine matters.

The shareholder meeting starts at 10:00 a.m. Eastern Time, taking place both physically in New York and virtually online. An SEC filing dated July 28 extended the proxy submission deadline to August 20 at 11:59 p.m. Eastern Time, adjusting the original cutoff date listed in earlier materials. Registered shareholders may still cast ballots during the live session, while beneficial owners must submit valid proxies and completed voting documents ahead of the meeting.

Impact of the $300M ATM Offering on Share Dilution

The capital allocation vote coincides with Chaince’s filing of a prospectus supplement for up to $300 million in ordinary share sales, executed through H.C. Wainwright & Co. as agent or principal. Dated August 19, the agreement does not obligate Wainwright to sell a predetermined number or dollar amount of shares, leaving actual issuance volumes dependent on market conditions and strategic decisions moving forward.

In a hypothetical scenario detailed within the prospectus, approximately 85.2 million shares would be sold at an average price of $3.52 each, raising the outstanding share count from roughly 110 million to over 195 million—an increase of nearly 78%. Actual dilution figures will vary based on real-time sale prices and program utilization.

According to the same estimate, new investors could face dilution equivalent to $1.71 per share in net tangible book value. Importantly, this projection excludes around 6.16 million shares reserved under Chaince’s 2025 equity incentive plan and an additional 42.7 million shares potentially exercisable through outstanding warrants.

Proceeds from the ATM facility are intended for general corporate purposes and working capital needs. Separately, Chaince has disclosed plans for a preliminary $800 million Bitcoin acquisition strategy, though the source of funding and specific financing mechanism remain undefined. Shareholders are thus evaluating broader financial flexibility amid ongoing capital restructuring initiatives, with execution timelines largely left open for future determination.

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