Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management's discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the years ended December 31, 2024 and 2025. This section should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report. See Audited Consolidated Financial Statements of Chaince Digital Holdings Inc. (formerly known as Mercurity Fintech Holding Inc.) as of December 31, 2024 and 2025 and for the years ended December 31, 2024 and 2025.

Unless otherwise indicated or the context otherwise requires, all references to "our company," "we," "our," "ours," "us" or similar terms refer to Chaince Digital Holdings Inc. (formerly known as Mercurity Fintech Holding Inc.), its predecessor entities, its subsidiaries and consolidated affiliated subsidiaries.

All such financial statements were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some of the figures included in this management's discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.

RECENT DEVELOPMENTS

The financial services business line has become the Company's primary focus since March 2025, following FINRA's approval for Chaince Securities, LLC's Continuing Membership Application ("CMA"), and now constitutes the Company's primary business segment.

Since the commencement of its operations, Chaince Securities, Inc. has primarily focused on providing financial services. Its subsidiary, Chaince Securities, LLC, is a FINRA-registered broker-dealer and registered investment advisor (RIA), offering investment banking and related business consulting services to companies conducting securities offerings in the U.S. capital markets, as well as investment solutions for institutions, high-net-worth individuals, and emerging issuers worldwide. The operations team is based in New York and actively conducts business with clients based in the U.S.

Ucon Capital (HK) Limited ("Ucon"), together with its PRC subsidiary, Chaince (Shenzhen) Consulting Co., Ltd., provides business consulting services targeting clients in the Asia-Pacific region. Chaince (Shenzhen) Consulting Co., Ltd. was established in August 2025, maintains an office in Shenzhen, and employs a full operations team locally.

Looking ahead, the Company's primary objective for the next one to two years remains focused on the financial services sector, with the goal of expanding its customer base, growing revenue, narrowing operating losses, and working toward profitability, although there can be no assurance that these objectives will be achieved within the anticipated timeframe.

On November 12, 2025, the Company announced that it would rebrand from Mercurity Fintech Holding Inc. to Chaince Digital Holdings Inc. The new corporate name, ticker symbol "CD," and website at www.chaincedigital.com went live on November 13, 2025 at the opening of trading on the Nasdaq Global Market. The rebranding was approved by the Company's shareholders at its 2025 Annual General Meeting held on September 15, 2025.

As of March 20, 2026, the Company had a total of 79,409,800 ordinary shares issued and outstanding, of which 65,066,254 ordinary shares held by non-affiliates. The aggregate market value of the registrant's ordinary shares held by non-affiliates (or "Public Float") as of March 20, 2026 was $260,915,679. This amount is based on the closing price of the ordinary shares on Nasdaq of $4.01 per share on that date. Ordinary shares held by executive officers, directors and 10% or greater stockholders have been excluded since such persons may be deemed affiliates.

Overview

The Company's current continuing operations are focused on financial services and advisory businesses. These activities are conducted primarily through the Company's wholly owned subsidiary, Chaince Securities, Inc., together with Chaince Securities, LLC and Ucon Capital (HK) Limited and its subsidiaries. Through these entities, the Company provides capital markets advisory, investment banking, brokerage-related, and business consulting services to corporate clients and institutional counterparties in the United States and Asia-Pacific region.

Set forth below is an overview of the Company's current continuing operations and a summary of its discontinued operations.

Financial services and advisory businesses

Since August 2022, the Company has operated in the financial services and advisory sector. Following the approval of Chaince Securities, LLC's Continuing Membership Application ("CMA") by the Financial Industry Regulatory Authority ("FINRA") in March 2025, the financial services and advisory business has become the Company's primary operating focus and a core component of its long-term strategy.

These activities are conducted primarily through the Company's wholly owned subsidiary, Chaince Securities, Inc., and its affiliated entities. Chaince Securities, LLC, a subsidiary of Chaince Securities, Inc., is a FINRA-registered broker-dealer and registered investment advisor ("RIA"). Chaince Securities, LLC provides investment banking services and related business consulting services to companies pursuing securities offerings in the U.S. capital markets, as well as investment solutions to institutional investors, high-net-worth individuals, and emerging issuers globally. The operations team is based in New York, United States, and actively conducts business with clients primarily located in the United States.

In addition, Ucon Capital (HK) Limited ("Ucon"), together with its wholly owned subsidiary in the People's Republic of China, Chaince (Shenzhen) Consulting Co., Ltd., provides business consulting and advisory services to clients in the Asia-Pacific region, with a focus on capital markets advisory, corporate restructuring, and related professional services.

Discontinued operations

Historically, the Company also conducted blockchain- and digital asset-related activities through Mercurity Fintech Technology Holding Inc. ("MFH Tech"), including distributed storage and computing services consisting primarily of Filecoin ("FIL") mining operations.

In December 2025, the Company's Board of Directors approved a strategic decision to discontinue the Filecoin mining business, as such operations were no longer aligned with the Company's long-term business strategy and capital allocation priorities. On December 12, 2025, the Company entered into a comprehensive agreement pursuant to which substantially all Filecoin mining equipment was sold to a third party. Under the terms of the agreement, the Company leased back the equipment through April 30, 2026 solely to allow existing mining nodes to naturally expire. Upon expiration of the mining nodes, the Company expects to fully exit Filecoin mining operations and settle all remaining obligations related to such activities.

MFH Tech will continue to exist as a legal entity following completion of the wind-down process and may be used to conduct other digital asset-related or technology-enabled businesses in the future. The discontinuation relates solely to the Filecoin mining business and does not represent a liquidation or dissolution of MFH Tech.

The results of the Filecoin mining business have been classified as discontinued operations in accordance with ASC 205-20 and are presented separately from continuing operations in the consolidated statements of operations and cash flows for all periods presented. Prior period financial information has been reclassified to conform to the current period presentation.

As of December 31, 2025, the Company's subsidiaries are as follows:

		Date of		Place of		Percentage
		acquisition/		establishment/		of legal
		registration		incorporation		ownership
Subsidiaries:
Chaince Securities, Inc.		April 12, 2023		United States			100	%
Chaince Securities, LLC		December 6, 2024		United States			100	%
Ucon Capital (HK) Limited		May 21, 2019		Hong Kong			100	%
Chaince (Shenzhen) Consulting Co., Ltd.		July 23, 2025		China			100	%
Mercurity Fintech Technology Holding Inc.		July 15, 2022		United States			100	%
*Aifinity Base Limited		February 5, 2025		Hong Kong			51	%

*

Note: Aifinity Base Limited has not actually engaged in any business activities and has been undergoing the process of deregistration.

Results of Operations

Comparison of Results of Operations for the years ended December 31, 2025 and 2024

The following summary of the audited consolidated financial data for the periods and as of the dates indicated is qualified by reference to, and should be read in conjunction with, our audited consolidated financial statements and related notes. Our historical results do not necessarily indicate our results to be expected for any future period.

(Amounts expressed in U.S. dollars, except share data and per share data, or otherwise noted)

		For the year ended December 31,								Variance in
		2025				2024				Amount				%
Revenue			1,867,068				494,025				1,373,043				277.93	%
Cost of revenue			(666,358	)			(259,593	)			(406,765	)			156.69	%
Gross profit		$	1,200,710			$	234,432			$	966,278				412.18	%
Selling and marketing expenses			(159,803	)			(100,426	)			(59,377	)			59.13	%
General and administrative expenses			(4,160,613	)			(2,086,677	)			(2,073,936	)			99.39	%
Research and development			(147,321	)			-				(147,321	)			-
Provision for doubtful accounts			(46,809	)			(11,452	)			(35,357	)			308.74	%
Loss on market price of stablecoins and digital assets			(458,333	)			(36,689	)			(421,644	)			1,149.24	%
Operating loss		$	(3,772,169	)		$	(2,000,812	)		$	(1,771,357	)			88.53	%
Interest income/(expenses), net			477,151				204,071				273,080				133.82	%
Other income/(expenses), net			1,274,280				(32,846	)			1,307,126				-3,979.56	%
(Loss)/Gain from market price of short-term investment			(88,830	)			212,426				(301,256	)			-141.82	%
(Loss)/gain from selling short-term investments			(2,175	)			35,771				(37,946	)			-106.08	%
Gain from deregistration of subsidiaries			97,144				-				97,144				-
Loss on share-based payment liabilities			(360,600	)			-				(360,600	)			-
Loss before provision for income taxes		$	(2,375,199	)		$	(1,581,390	)		$	(793,809	)			50.20	%
Income tax (expenses)/benefits			82,248				(336,985	)			419,233				-124.41	%
Loss from continuing operations		$	(2,292,951	)		$	(1,918,375	)		$	(374,576	)			19.53	%
Loss from discontinued operations			(2,804,880	)			(2,616,022	)			(188,858	)			7.22	%
Net loss		$	(5,097,831	)		$	(4,534,397	)		$	(563,434	)			12.43	%

Revenue

Our revenues mainly represent revenues from financial services and advisory activities. Revenue previously generated from distributed storage and computing services, consisting of Filecoin mining operations, has been classified as discontinued operations and is excluded from the Company's continuing revenue recognition policies.

The following table sets forth the revenues of our different types of businesses:

		For the year ended December 31,								Variance in
		2025				2024				Amount				%
Revenue
Financial services and advisory businesses			1,867,068				494,025				1,373,043				277.93	%
Total revenue		$	1,867,068			$	494,025			$	1,373,043				277.93	%

For the years ended December 31, 2025 and 2024, total revenue from financial services and advisory businesses was $1,867,068 and $494,025, respectively, representing an increase of $1,373,043, or 277.93%.

As disclosed in the consolidated financial statements, the Company's revenues for 2025 and 2024 were derived entirely from financial services and advisory businesses. Revenue previously generated from distributed storage and computing services (Filecoin mining operations) has been classified as discontinued operations and is presented separately from continuing operations.

Revenue Composition

Revenue for the year ended December 31, 2025 was diversified across multiple service categories, as follows:

	●	Industry Advisory & Consulting services: $755,740
	●	IPO-related financial advisory and consulting services: $626,052
	●	PIPE advisory and placement-related services: $321,036
	●	Transaction execution and brokerage services: $90,450
	●	Clearing-related brokerage services: $37,592
	●	Other services - referral services: $23,000
	●	Other services - escrow agent services: $13,198

In contrast, revenue for the year ended December 31, 2024 was primarily concentrated in:

	●	IPO-related financial advisory and consulting services: $448,525
	●	Other services - referral services: $45,500

The increase in revenue during 2025 was primarily attributable to: (a) a higher volume of advisory and consulting engagements; (b) the introduction and expansion of PIPE advisory services; (c) increased transaction execution activities.

Revenue growth reflects an expansion in both the number of engagements and the diversity of services provided during 2025 compared to 2024.

Revenue Recognition Characteristics

Revenue from financial services and advisory businesses is recognized in accordance with ASC 606 when performance obligations are satisfied.

Depending on the nature of the engagement:

	●	IPO-related advisory and industry consulting services are generally recognized over time as services are performed;
	●	PIPE advisory and transaction execution services are generally recognized at a point in time upon completion of the relevant transaction milestone;
	●	Referral services are recognized when the referral obligation is fulfilled;
	●	Certain brokerage-related services may be presented on either a gross or net basis depending on the Company's role in the transaction.

Changes in revenue mix between 2024 and 2025 reflect an increased contribution from advisory and consulting engagements relative to referral-based activities.

Prior Year Reclassification

For comparative purposes, revenues previously presented as "Business consultation services" and "Other services" in 2024 have been aggregated and reclassified as "Financial services and advisory businesses" to conform to the current presentation. This reclassification had no impact on total revenue, net loss, total assets, total liabilities, or cash flows for any period presented

Cost of revenue

The following table sets forth the cost of revenue of our different types of businesses:

		For the year ended December 31,								Variance in
		2025				2024				Amount				%
Cost of revenue
Financial services and advisory businesses			(666,358	)			(259,593	)			(406,765	)			156.69	%
Total cost of revenue		$	(666,358	)		$	(259,593	)		$	(406,765	)			156.69	%

For the years ended December 31, 2025 and 2024, total cost of revenue from financial services and advisory businesses was $666,358 and $259,593, respectively, representing an increase of $406,765, or 156.69%.

The increase in cost of revenue was primarily attributable to the expansion of revenue-generating activities during 2025. As disclosed above, total revenue increased by $1,373,043 year-over-year, driven by growth in IPO-related financial advisory services, industry advisory and consulting services, and PIPE advisory engagements. The increase in cost of revenue is consistent with the higher level of transaction volume and consulting activity during the year.

Cost of revenue for financial services and advisory businesses primarily consists of: (a) salaries and benefits of advisory and project execution personnel directly involved in revenue-generating activities; (b) transaction-based compensation arrangements; (c) brokerage clearing fees and execution-related charges; and (d) directly attributable professional service costs.

Personnel-related costs increased in 2025 as a result of a larger advisory project pipeline and increased transaction execution activities. In addition, certain service categories, including PIPE advisory and transaction execution services, involve variable compensation structures that are directly correlated with transaction volume, resulting in higher cost of revenue compared to 2024.

Gross profit/(loss) and gross profit/(loss) margin

Gross profit/(loss) represents our net revenues less cost of revenue. Our gross profit/(loss) margin represents our gross profit/(loss) as a percentage of our net revenues.

The following table sets forth the gross profit/(loss) and gross profit/(loss) margin of our different types of businesses:

		For the year ended December 31,								Variance in
		2025				2024				Amount				%
Gross profit/(loss)
Financial services and advisory businesses			1,200,710				234,432				966,278				412.18	%
Total gross profit/(loss)		$	1,200,710			$	234,432			$	966,278				412.18	%
Gross profit/(loss) margin
Financial services and advisory businesses			64.31	%			47.45	%			16.86	%			35.52	%
Overall gross profit/(loss) margin			64.31	%			47.45	%			16.86	%			35.52	%

For the years ended December 31, 2025 and 2024, total gross profit from financial services and advisory businesses was $1,200,710 and $234,432, respectively, representing an increase of $966,278 year-over-year.

Gross margin increased to 64.31% for the year ended December 31, 2025, compared to 47.45% for the year ended December 31, 2024, representing an improvement of 16.86 percentage points.

The increase in gross profit was primarily attributable to higher revenue generated from advisory and consulting engagements during 2025. As discussed above, total revenue increased significantly year-over-year due to expansion in IPO-related advisory services, industry advisory and consulting services, and PIPE advisory activities.

The improvement in gross margin primarily reflects: (a) a shift in revenue mix toward advisory and consulting services, which generally carry higher margins relative to transaction-based brokerage services; (b) increased revenue scale relative to fixed personnel costs associated with the advisory team; and (c) a higher proportion of revenue generated from service categories recognized on a net basis in certain arrangements.

Cost of revenue increased in absolute terms due to higher transaction volume and personnel-related expenses; however, the rate of revenue growth exceeded the rate of increase in direct costs, resulting in improved gross margin for the year ended December 31, 2025.

Sales and marketing expenses

Sales and marketing expenses primarily consist of (i) labor costs of sales personnel, and (ii) referral and promotion fees for businesses. These costs are expensed as incurred.

The sales and marketing expenses for the years ended December 31, 2025 amounted to $159,803, of which $109,803 attributed to labor costs of sales personnel, while the remaining $50,000 was spent on referral and promotion fees for businesses. The sales and marketing expenses for the year ended December 31, 2024 amounted to $100,426, of which $90,426 was attributed to labor costs for sales personnel, while the remaining $10,000 was spent on referral and promotion fees for businesses.

The definition of our main business has undergone some restructuring in recent years, and as it becomes more well-defined, and as current structural business investments mature and begin to yield revenue, we have plans to steadily increase our marketing and promotional investment and efforts.

General and administrative expenses

The Company's general and administrative expenses consist primarily of (i) salaries and benefits for employees, which are the salaries and benefits for our management, merchant service representatives and general administrative staff, (ii) office expenses, which consist primarily of office rental, maintenance and utilities expenses, depreciation of office equipment and other office expenses, and (iii) professional expenses, which consist primarily of legal expense and audit fees.

The Company's general and administrative expenses for the year ended December 31, 2025 amounted to $4,160,613, consisted primarily of $1,375,624 in employment costs, $1,471,922 in professional fees, and $1,313,067 in other office expenses. The Company's general and administrative expenses for the year ended December 31, 2024 amounted to $2,086,677, consisting primarily of $482,993 in employment costs, $947,725 in professional fees, and $655,959 in other office expenses. Due to the expansion of the Company's financial services and advisory businesses team, all employee salaries and benefits, professional expenses, and office and other miscellaneous expenses have increased significantly compared to the same period in the previous year.

Research and development expenses

Research and development expenses consist primarily of costs incurred in connection with the development of the Company's tokenization platform network and related blockchain infrastructure initiatives.

For the year ended December 31, 2025, research and development expenses were $147,321, compared to nil for the year ended December 31, 2024. The increase was primarily attributable to equity-based compensation recognized in connection with system development services provided under the Comprehensive Technology Services Agreement entered into on July 23, 2025 with Palantir Innovation Technologies Corporation.

Pursuant to the agreement, the Company engaged the service provider to assist with the development and implementation of a tokenization platform network, including blockchain architecture design, RWA (Real World Assets) tokenization framework development, smart contract advisory, and related compliance-supporting technical systems. As consideration, the Company issued ordinary shares to the service provider, which are accounted for under ASC 718, Compensation-Stock Compensation.

The equity awards granted under the agreement have a three-year service period. Accordingly, the total grant-date fair value of the shares issued is being recognized as expense on a straight-line basis over the requisite service period. During the year ended December 31, 2025, the Company recognized $147,321 of share-based compensation expense attributable to development-related services, which has been classified within research and development expenses in the consolidated statements of operations.

The Company did not incur material research and development expenses in 2024, as no comparable system development agreements were in effect during that period.

Management believes that continued investment in technology infrastructure and tokenization-related development initiatives is strategically important to support potential future blockchain- and digital asset-enabled service offerings. However, the Company will continue to evaluate the scope and pace of such investments in light of its broader capital allocation priorities and financial performance objectives.

Provision for doubtful accounts

Provision for doubtful accounts was $46,809 for the year ended December 31, 2025, compared to $11,452 for the year ended December 31, 2024, representing an increase of $35,357. The increase was primarily attributable to additional allowances recognized for certain other receivables based on the Company's assessment of expected credit losses under the CECL model.

For the year ended December 31, 2024, the provision mainly related to interest receivables that were determined to be uncollectible. Management evaluates the collectability of receivables on an ongoing basis and records allowances when collection becomes uncertain based on the financial condition of counterparties, historical experience, and other relevant factors.

Loss on market price of stablecoins and digital assets

Loss on market price of stablecoins and digital assets represents changes in the fair value of the Company's digital assets holdings and certain cryptocurrency-denominated balances recognized in earnings during the reporting period.

Effective January 1, 2024, the Company adopted ASU 2023-08, which requires in-scope digital assets to be measured at fair value at each reporting date, with changes in fair value recognized in net income. Accordingly, changes in fair value are recognized in net income in the period in which they arise.

Classification Between Continuing and Discontinued Operations

For presentation purposes, the Company classifies fair value changes based on the operational nature and business association of the underlying digital assets:

	●	Digital assets held in the wallet of the parent company, Chaince Digital Holdings Inc. ("Chaince Cayman"), are associated with treasury and corporate-level activities and are therefore classified within continuing operations.
	●	Filecoins held in the mining node accounts of the Company's wholly owned subsidiary, MFH Tech, which relate directly to the Filecoin mining business, are classified within discontinued operations following the Board's decision to wind down the distributed storage and computing services business.
	●	Adjustments arising from FIL-denominated receivables and payables associated with the Filecoin mining business are likewise classified within discontinued operations, as such balances are directly attributable to the mining operations.

Continuing Operations

For the year ended December 31, 2025, Loss on market price of stablecoins and digital assets from continuing operations totaled $458,333, consisting of: (a) loss on market price of Bitcoin of $341,524; (b) loss on market price of USD Coin of $1,064; (c) loss on market price of Solana (SOL) of $1,088; and (d) loss on market price of Filecoin (held outside the mining node structure) of $114,657.

These losses relate primarily to digital assets held in Chaince Cayman's corporate wallet and reflect declines in market prices during the period. These amounts are included in "Loss on market price of stablecoins and digital assets" within continuing operations in the consolidated statements of operations.

Discontinued Operations

For the year ended December 31, 2025, Loss on market price of stablecoins and digital assets from discontinued operations totaled $864,557, consisting of: (a) $641,895 loss attributable to Filecoins held in MFH Tech's Filecoin mining node accounts; and (b) $222,662 loss arising from fair value adjustments to FIL-denominated receivables and payables associated with the Filecoin mining business.

The FIL-denominated receivables and payables were settled or measured in Filecoin and were therefore subject to remeasurement based on changes in FIL market prices. Because these balances are directly related to the mining business, the associated fair value adjustments have been classified within discontinued operations in accordance with ASC 205-20.

Overall Volatility Considerations

The increase in total fair value losses in 2025 compared to prior periods was primarily driven by declines in Filecoin market prices and continued price volatility in major cryptocurrencies. Under the fair value model required by ASU 2023-08, the Company's results of operations are subject to increased volatility as both upward and downward market movements are recognized in earnings each reporting period.

Interest income/(expenses), net

The Company's interest income/(expenses), net consist of (i) convertible notes interest costs, and (ii) interest income from cash deposits and short-term investments.

The Company's interest income/(expenses), net for the year ended December 31, 2025 amounted to $477,151, consisted of negative $134,452 in convertible notes interest costs, and positive $611,603 in interest income from cash deposits and short-term investments. The Company's interest income/(expenses), net for the year ended December 31, 2024 amounted to $204,071, consisted of negative $382,603 in convertible notes interest costs, and positive $586,674 in interest income from cash deposits and short-term investments and providing loans to external parties.

Other income/(expenses), net

Other income consists primarily of the gain generated from the debt waiver, government subsidies and other unexpected gains. Other expenses primarily consist of government fines, such as tax late fees.

Other income/(expenses), net for the year ended December 31, 2025 was income of $1,274,280, compared to negative $32,846 for the year ended December 31, 2024.

The increase in other income during 2025 was primarily attributable to gains recognized from debt waiver agreements entered into during the year. Specifically, the Company recognized $1,273,855 of gain resulting from three separate debt waiver arrangements executed with related parties, pursuant to which certain outstanding obligations of the Company were irrevocably waived.

The waived obligations included: (a) a USD $400,000 loan previously provided to the Company; (b) RMB 1,726,830 of loans previously extended to the Company's PRC subsidiary; and (c) the waiver of the Company's obligation to deliver 90,000 ordinary shares in connection with a prior agency arrangement. The creditors irrevocably waived all related principal amounts and associated rights of recourse, and no further obligations remain outstanding under these arrangements. As a result, the Company derecognized the related liabilities and recognized the corresponding gain within other income/(expenses), net in the consolidated statements of operations for the year ended December 31, 2025.

Excluding the impact of the debt waivers, other income/(expenses), net would not have been material for the year ended December 31, 2025.

Gain/(loss) from market price of short-term investment

The gain from market price of short-term investment for the years ended December 31, 2025 and 2024 consists primarily of the net gain from the market price changes of the common stocks and ETFs held by the Company.

(Loss)/gain from selling short-term investments

The loss from selling short-term investments for the year ended December 31, 2025 consists of the loss from selling ETFs held by the Company. The gain from selling short-term investments for the year ended December 31, 2024 consists primarily of the gain from selling ordinary shares held by the Company during the same period.

Loss on share-based payment liabilities

The loss on share-based payment liabilities for the year ended December 31, 2025 were primarily attributed to fluctuations in the fair value of the Company's liabilities that are payable in a fixed number of ordinary shares. The trading price of the Company's ordinary shares in the public market serves as the standard basis for determining its fair value.

Gain from deregistration of subsidiaries

For the year ended December 31, 2025, the Company recognized a gain from deregistration of subsidiaries of $97,144.

The gain arose from the deregistration and liquidation of Lianji Future, the Company's former PRC subsidiary. The amount recognized does not represent an operating gain from business activities. Rather, it primarily reflects the reclassification of cumulative foreign currency translation adjustments ("CTA") from accumulated other comprehensive income into earnings upon the deregistration of the subsidiary.

In accordance with ASC 830, Foreign Currency Matters, when a foreign entity is substantially liquidated or disposed of, the cumulative translation adjustment related to that entity is required to be reclassified from equity (accumulated other comprehensive income) to earnings as part of the gain or loss on disposal. As a result, the Company reclassified the historical accumulated foreign currency translation differences associated with Lianji Future into the consolidated statements of operations in 2025.

The Company did not receive material proceeds from the deregistration of Lianji Future. Accordingly, the gain recognized reflects primarily non-cash accounting adjustments related to foreign currency translation rather than current-period operating performance.

Loss before income taxes

Loss before income taxes was $2,375,199 for the year ended December 31, 2025, compared with loss before income taxes of $1,581,390 for the year ended December 31, 2024.

Income tax expense/(benefits)

We recorded income tax benefits of $82,248 for the year ended December 31, 2025 and income tax expense of $336,985 for the year ended December 31, 2024.

Loss from continuing operations

Loss from continuing operations was $2,292,951 for the year ended December 31, 2025, compared with loss from continuing operations of $1,918,375 for the year ended December 31, 2024.

Loss from discontinued operations

For the year ended December 31, 2025, the Company recognized a loss from discontinued operations of $2,804,880, compared to $2,616,022 for the year ended December 31, 2024.

The discontinued operations relate entirely to the Company's distributed storage and computing services business, which consisted of Filecoin ("FIL") mining activities conducted through its wholly owned U.S. subsidiary, Mercurity Fintech Technology Holding Inc. ("MFH Tech"). In December 2025, the Company's Board of Directors approved a strategic decision to discontinue this business, and the results of the Filecoin mining operations have been classified as discontinued operations in accordance with ASC 205-20.

Operating Results of the Mining Business

For the year ended December 31, 2025, revenue from the Filecoin mining operations was $339,602, compared to $513,405 in 2024. Revenue fluctuations were primarily driven by changes in mining output and market prices of FIL at the time rewards were received.

Cost of revenue for the year ended December 31, 2025 was $996,123, primarily consisting of mining equipment depreciation, facility lease and electricity costs, software-related expenses, and other operational costs necessary to maintain node operations. The mining business continued to generate negative gross margins during the year.

Impairment and Wind-Down Related Charges

During the year ended December 31, 2025, the Company recognized: (a) $1,283,802 of impairment loss on property and equipment related to mining equipment; and (b) $864,557 of Loss on market price of stablecoins and digital assets classified within discontinued operations.

The impairment loss reflects management's reassessment of the recoverable value of mining equipment in connection with the Board's decision to wind down the business. As part of the wind-down plan, substantially all mining equipment was sold in December 2025, and the Company leased back the equipment through April 30, 2026, solely to allow existing mining nodes to naturally expire. The impairment charge primarily reflects the difference between the carrying value of the mining equipment and its recoverable amount based on the transaction terms.

The Loss on market price of stablecoins and digital assets included within discontinued operations consists of: (i) fair value losses attributable to FIL held within MFH Tech's mining node accounts; and (ii) remeasurement losses on FIL-denominated receivables and payables directly associated with the mining operations. These losses reflect declines in FIL market prices during 2025 under the fair value measurement model required by ASU 2023-08.

Nature of the Loss

The 2025 loss from discontinued operations was driven primarily by: (a) ongoing negative operating margins from mining activities; (b) Impairment charges recognized in connection with the wind-down decision; and (c) fair value volatility of FIL holdings and FIL-denominated balances.

A significant portion of the loss relates to non-cash items, including impairment and fair value adjustments.

Following the Board's approval in December 2025, the Company ceased making new investments in the mining business and initiated an orderly wind-down. The Company expects the remaining mining nodes to expire by April 30, 2026, at which point it will fully exit the Filecoin mining operations.

Net loss

As a result of the foregoing factors, we recorded a net loss of $5,097,831 for the year ended December 31, 2025, as compared to a net loss of $4,534,397 for the year ended December 31, 2024.

Liquidity and Capital Resources

Primary Sources of Liquidity

Our primary sources of liquidity consist of existing cash and cash equivalents, cash flows from operating activities, and proceeds from financing activities.

As of December 31, 2025, we had cash and cash equivalents of $33,820,069, stablecoins (USD Coins) of $2,904,894, digital assets of $1,122,628, and total equity of $44,032,194. The increase in cash during 2025 was primarily driven by equity financing activities, partially offset by cash used in operating and investing activities.

Management continuously monitors liquidity levels, operating cash flow trends, capital expenditure requirements, and contractual commitments to assess the Company's ability to meet its short-term and long-term obligations. Based on current cash balances and expected operating activities, management believes that the Company has sufficient liquidity to fund its operations and anticipated commitments for at least the next twelve months.

The Company may, from time to time, pursue additional equity or debt financing to support business expansion, strategic investments, or working capital needs. The availability and terms of such financing are subject to market conditions and the Company's financial performance. Issuance of additional equity securities may result in dilution to existing shareholders, while the incurrence of debt may require the Company to allocate cash toward debt service and may impose certain operational or financial covenants.

Cash Flows

Cash Flows for the year ended December 31, 2025, compared to the year ended December 31, 2024

The following table sets forth a summary of our cash flows for the periods indicated:

		For the year ended December 31,								Variance in
		2025				2024				Amount				%
Net cash used in operating activities			(2,409,623	)			(3,574,217	)			1,164,594				-32.58	%
Net cash (used in)/provided by investing activities			(1,171,422	)			3,793,854				(4,965,276	)			-130.88	%
Net cash provided by/(used in) financing activities			13,392,900				7,580,700				5,812,200				76.67	%
Effect of exchange rate changes			(1,117	)			45				(1,162	)			-2,582.22	%
Net change in cash and cash equivalents		$	9,810,738			$	7,800,382			$	2,010,356				25.77	%
Cash and cash equivalents, beginning of the year			24,009,331				16,208,949				7,800,382				48.12	%
Cash and cash equivalents, end of the year		$	33,820,069			$	24,009,331			$	9,810,738				40.86	%

For the year ended December 31, 2025, net increase in cash and cash equivalents was $9,810,738, compared to $7,800,382 for the year ended December 31, 2024. Cash and cash equivalents were $33,820,069 as of December 31, 2025, compared to $24,009,331 as of December 31, 2024. The increase in cash during the year ended December 31, 2025 was primarily driven by financing activities, partially offset by cash used in operating and investing activities.

For purposes of the consolidated statements of cash flows, the Company includes restricted cash in cash and cash equivalents. As of December 31, 2024, $93,475 classified as a security deposit on the consolidated balance sheets was included in the ending balance of cash and cash equivalents in the consolidated statements of cash flows.

Operating Activities

Net cash used in operating activities was $2,409,623 for the year ended December 31, 2025, compared to $3,574,217 for the year ended December 31, 2024.

2025 Operating Cash Flow

For the year ended December 31, 2025, our net cash used in operating activities was $2,409,623, reflecting a combination of net cash used in continuing operations of $1,877,547.

The net cash used in continuing operations was primarily attributable to (i) our net loss from continuing operations of $2,292,951, (ii) an adjustment of deducted non-cash profit and loss items of a positive net amount of $736,199, mainly provision for doubtful accounts, inclusive of depreciation, loss from selling short-term investments, exchange gains and losses, loss on market price of short-term investment, Loss on market price of stablecoins and digital assets, loss on share-based payment liabilities, interest income/(expenses), stock-based compensations, gain from debt forgiveness, non-cash revenue or gain, non-cash expenses, gain from deregistration of subsidiaries, and other income or loss, (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including: an increase of $132,536 in clearing deposits, an increase of $301,885 in accounts receivable, an increase of $193,801 in prepaid expenses and other current assets, an increase of $55,148 in accounts payable, an increase of $28,093 in advance from customers and deferred revenues, a decrease of $11,781 in operating lease liabilities, and an increase of $288,812 in accrued expenses and other current liabilities, and (iv) Changes in non-current assets and liabilities negatively affected cash flows from operating activities, primarily as a result of an increase in right-of-use assets of $751,200, an increase in deferred tax assets of $82,248, partially offset by an increase in operating lease liabilities of $780,603.

Operating cash flows also included the effects of discontinued operations. Cash flows attributable to the Filecoin mining business primarily consisted of operating lease payments, electricity and hosting expenses, and mining-related costs incurred during the wind-down period.

Although the Company continued to generate advisory revenue growth in the year ended December 31, 2025, operating cash flow remained negative due to expansion-related working capital requirements and the continued wind-down of the mining operations.

2024 Operating Cash Flow

For the year ended December 31, 2024, our net cash used in operating activities was $3,574,217, reflecting a combination of net cash used in continuing operations of $3,190,261.

The net cash used in continuing operations was primarily attributable to: (i) our net loss from continuing operations of $1,918,375; (ii) an adjustment of deducted non-cash profit and loss items of a positive net amount of $57,636, mainly inclusive of provision for doubtful accounts, depreciation, gain from selling short-term investments, exchange gains and losses, gain from market price of short-term investment, Loss on market price of stablecoins and digital assets, interest income/(expenses), non-cash revenue or gain, non-cash expenses, and other income or loss; (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including: an increase of $1,390,543 in prepaid expenses and other current assets, a decrease of $40,000 in advance from customers and deferred revenues, a decrease of $69,899 in operating lease liabilities, and a decrease of $201,560 in accrued expenses and other current liabilities; and (iv) changes in non-current assets and liabilities that positively affected the cash flow from operating activities, primarily including: an increase of $751,200 in right-of-use assets, an increase of $78,945 in deferred tax assets, a decrease of $282,279 in operating lease liabilities, and an increase of $25,200 in deferred tax liabilities.

Operating cash flows in 2024 also included cash outflows related to Filecoin mining activities, which were presented within discontinued operations.

Year-over-year, the improvement in operating cash flow in 2025 compared to 2024 was primarily attributable to reduced working capital outflows and changes in operating lease liabilities.

Investing Activities

Net cash used in investing activities was $1,171,422 for the year ended December 31, 2025, compared to net cash provided by investing activities of $3,793,854 for the year ended December 31, 2024.

2025 Investing Cash Flow

Investing activities in 2025 primarily reflected treasury and digital asset allocation decisions within continuing operations, partially offset by proceeds related to discontinued operations.

For the year ended December 31, 2025, our net cash used in investing activities was $1,171,422, reflecting a combination of net cash used in continuing operations of $1,671,422.

The net cash used in continuing operations was primarily attributable to cash received from selling short-term investments of $959,011, cash received from short-term investment interests and dividends of $33,052, cash paid for purchasing digital assets of $1,480,589, cash received from refunds under the cancellation agreement for purchasing property and equipment of $1,000,000, and cash paid for short-term investments of $2,182,896.

The net cash provided by discontinued operations was primarily attributable to cash from selling property and equipment of $500,000.

Overall, the net investing cash outflow in the year ended December 31, 2025 reflects increased capital deployment into short-term investments and digital assets, partially offset by equipment sale proceeds and refunds received.

2024 Investing Cash Flow

Net cash provided by investing activities was $3,793,854 for the year ended December 31, 2024. This cash flow was solely derived from continuing operations and was primarily attributed to cash received from selling short-term investments of $1,939,850, cash received from short-term investment interest and dividends of $221,146, cash paid for short-term investments of $364,531, cash paid for purchasing property and equipment of $2,611, and cash received from refunds under the cancellation agreement for purchasing property and equipment of $2,000,000.

The significant net inflow in the year ended December 31, 2024 primarily reflects monetization of short-term investments and refunds received under contractual arrangements, which more than offset limited capital expenditures during the period.

The shift from net investing inflows in the year ended December 31, 2024 to net investing outflows in the year ended December 31, 2025 was primarily attributable to: (a) increased purchases of short-term investments and digital assets in 2025; and (b) lower refund-related inflows compared to 2024. The investing activity in the year ended December 31, 2025 also reflects the monetization of certain mining-related assets in connection with the wind-down of discontinued operations.

Financing Activities

2025 Financing Cash Flow

For the year ended December 31, 2025, our net cash provided by financing activities was $13,392,900. This cash flow was solely derived from continuing operations and was primarily attributed to cash received from equity financing of $17,797,900 and cash paid for part of the principal and interest of convertible notes of $4,405,000.

The increase in net financing cash inflow in 2025 reflects the Company's continued capital raising activities to support the expansion of its financial services platform and strengthen liquidity, while simultaneously reducing outstanding debt obligations.

2024 Financing Cash Flow

For the year ended December 31, 2024, our net cash provided by financing activities was $7,580,700. This cash flow was solely derived from continuing operations and was primarily attributed to cash received from private placement of $10,010,700, cash paid for repaying the convertible notes of $1,500,000, and related financial advisory fees of $930,000.

The financing activities in the year ended December 31, 2024 reflect the Company's efforts to raise equity capital and restructure portions of its debt.

The increase in net cash provided by financing activities in the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily attributable to higher equity capital raised during 2025, partially offset by increased repayments of convertible debt.

Cash and Cash Equivalents, and Restricted Cash

As of December 31, 2025, the Company had cash and cash equivalents of $33,820,069, compared to $23,915,856 as of December 31, 2024. As of December 31, 2024, the Company also had a security deposit of $93,475, which was classified separately from cash and cash equivalents.

The increase in cash and cash equivalents in the year ended December 31, 2025 was primarily attributable to net proceeds from equity financing activities, partially offset by operating cash outflows and investing activities during the year.

Short-term Investments

As of December 31, 2025, the Company held short-term investments of $2,243,567, primarily consisting of U.S. Treasury Bill ETFs and certificates of deposit, compared to $957,729 as of December 31, 2024.

The increase reflects the Company's allocation of excess liquidity into low-risk, interest-bearing instruments as part of its treasury management strategy.

Stablecoins and Digital Assets

As of December 31, 2025, the Company held stablecoins and digital assets from continuing operations with an aggregate fair value of $4,027,522, consisting of USD Coin, Bitcoin, Solana, and Filecoin, compared to $156,623 as of December 31, 2024.

Effective January 1, 2024, the Company adopted ASU 2023-08, under which digital assets are measured at fair value with changes in fair value recognized in net income. Accordingly, the carrying amounts of digital assets as of December 31, 2025 and 2024 reflect fair value measurement at the respective reporting dates.

As previously disclosed, digital assets associated with the Company's discontinued Filecoin mining operations are presented separately within discontinued operations in the consolidated financial statements.

Contingencies

From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. As of December 31, 2025, management is not aware of any pending or threatened claims that, if adversely determined, would have a material adverse effect on the Company's financial position, results of operations, or cash flows.

Capital Expenditures

Capital expenditures for the years ended December 31, 2025 and 2024 were $1,480,589 and $2,611, respectively.

Capital expenditures in the year ended December 31, 2025 primarily related to purchases of digital assets. Capital expenditures in the year ended December 31, 2024 were minimal.

The Company expects to fund future capital expenditures primarily through existing cash and cash equivalents. The level and timing of future capital expenditures will depend on the Company's strategic initiatives, operating performance, and market conditions.

Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2025:

		Payment Due by Period
		Total				Less than 1 year				1-3 years				More than 3 years
Operating lease commitments			1,142,720				318,240				791,045				33,435
Total		$	1,142,720			$	318,240			$	791,045			$	33,435

Other than those shown above, we did not have any significant capital and other commitments as of December 31, 2025.

Off-balance Sheet Commitments and Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.