Crypto treasury firm seeks 20B share ceiling and reverse splits after launching $300M stock offering

Shareholders of Chaince Digital Holdings, a crypto treasury firm, will decide Monday whether to increase the company’s authorized ordinary shares from 1 billion to 20 billion and give its board broad reverse-split authority. The vote comes days after Chaince established an at-the-market program allowing up to $300 million of stock sales.

Approval would give the board substantially wider options for future financing and capital management. Actual share issuance and any reverse split would remain subject to later company action, making Monday’s decision a vote on the scale of that authority.

The authority shareholders are weighing

Proposal Three would create 19 billion additional authorized shares, raising the ceiling to 20 billion, according to the company’s annual-meeting proxy. Authorized shares set the maximum available for issuance under the company’s governing documents; outstanding shares reflect stock already issued.

Proposal Four would let the board 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 the cumulative ratio across all splits under the authority capped at 4,000-for-1. The board would choose whether and when to use that authority.

Both proposals require an affirmative simple majority of votes cast by eligible ordinary shares represented in person or by proxy. Abstentions and broker non-votes are excluded from votes cast, and brokers cannot vote uninstructed street-name shares on either non-routine proposal.

The meeting begins at 10:00 a.m. Eastern Time in New York and online. A July 28 SEC amendment set the proxy deadline at Aug. 20 at 11:59 p.m. Eastern Time, correcting the Aug. 21 date in the original materials. Registered holders may still vote at the meeting. People whose shares are held through a broker needed a legal proxy and completed voting document received in advance.

How the crypto treasury firm’s $300 million ATM could affect dilution

The capital vote arrives alongside Chaince’s prospectus supplement for up to $300 million of ordinary-share sales through or to H.C. Wainwright as agent or principal. The agreement is dated Aug. 19, and Wainwright has no obligation to sell a specific number or dollar amount of shares. Actual issuance will depend on future sales under the program.

The prospectus illustrates the scale by assuming 85,227,272 shares sold at $3.52, compared with 110,003,800 shares outstanding on Aug. 17. That full-capacity example would bring the total to as many as 195,231,072 shares, while the actual number will vary with sale prices and program use.

The same example estimates $1.71 per-share net-tangible-book-value dilution to new investors. Its share-count assumptions exclude 6,164,000 shares still available under Chaince’s 2025 equity plan and up to 42,755,344 shares issuable on warrant exercise.

Chaince says it may use ATM proceeds for working capital and general corporate purposes. The filing separately describes a preliminary $800 million Bitcoin reserve plan whose funding source and financing instrument remain undetermined. Shareholders are therefore weighing much wider future financing and reverse-split flexibility while the company has a large stock-sale facility available, with the execution of either authority left to later decisions.