| Item 1. | |
| (a) | Name of issuer:
Canaan Inc. |
| (b) | Address of issuer's principal executive offices:
28 Ayer Rajah Crescent # 06-08, Singapore 139959 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of Cipher Digital Inc. and Cipher Mining Technologies Inc. (together, the "Reporting Persons").
This Statement relates to Class A ordinary shares held directly by Cipher Black Pearl LLC and Cipher Mining Technologies Inc. Cipher Black Pearl LLC is indirectly owned by Cipher Mining Technologies Inc. Cipher Mining Technologies Inc. is a wholly owned subsidiary of Cipher Digital Inc. Accordingly, Cipher Mining Technologies Inc. and Cipher Digital Inc. may each be deemed to beneficially own the Class A ordinary shares reported herein.
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 134748102 is assigned to the Issuer's American Depositary Shares ("ADSs"). Each ADS represents 15 of the Issuer's Class A ordinary shares. |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 1 Vanderbilt Avenue, Floor 54, New York, NY. |
| (c) | Citizenship:
Each Reporting Person is a Delaware corporation. |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.00000005 per share |
| (e) | CUSIP No.:
134748102 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the date hereof, each Reporting Person may be deemed the beneficial owner of 806,439,900 Class A ordinary shares, including 210,049,718 Class A ordinary shares held directly by Cipher Black Pearl LLC and 596,390,182 Class A ordinary shares held directly by Cipher Mining Technologies Inc. |
| (b) | Percent of class:
As of the date hereof, each Reporting Person may be deemed the beneficial owner of approximately 7.7% of the Class A ordinary shares outstanding.
The percentage set forth herein is calculated based on the sum of (i) 9,627,568,893 Class A ordinary shares outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on February 10, 2026, and (ii) an aggregate 806,439,900 Class A ordinary shares that were issued to Cipher Black Pearl LLC and Cipher Mining Technologies Inc. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
806,439,900
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
806,439,900
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The response to Item 2(a) is incorporated by reference herein. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The response to Item 2(a) is incorporated by reference herein. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)