SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. __)*

MERCURITY FINTECH HOLDING INC.

(Name of Issuer)

Ordinary Shares, par value $0.00001

(Title of Class of Securities)

58936H109⁽¹⁾

(CUSIP Number)

Jianming Jing

Building 9, Vanke Jinyu Lanwan

68 Furong Road

Shenzen, China 51800

+(86) 13530310561

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 20, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing 360 ordinary shares of the Issuer.

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SCHEDULE 13D

CUSIP No. 58936H109

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jianming Jing(2)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			453,998,870
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			453,998,870
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	453,998,870
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.83%(3)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

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CUSIP No. 58936H109

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Wei Zhu(2)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	453,998,870
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.83%(3)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

(2) Jianming Jing and Wei Zhu are a married couple and Wei Zhu is the co-chairman of the board of directors of the issuer and co-chief executive officer and acting chief financial officer of the issuer.

(3) Based on 5,143,716,229 ordinary shares of the issuer issued and outstanding as of January 12, 2022.

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Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value $0.00001 per share (“Ordinary Shares”), of Mercurity Fintech Holding Inc., a Cayman Islands company (the “Issuer”), whose principal executive offices are located at Floor 14, Block B, No. 1004 Chuangye Avenue, Bao’an District, Shenzhen 518000, People’s Republic of China.

The Issuer’s American depositary shares, each representing three-hundred and sixty Ordinary Shares, are listed on the Nasdaq Capital Market under the symbol “MFH.” The Reporting Persons (as defined below) only beneficially own the Ordinary Shares.

Item 2. Identity and Background

(a) This statement of beneficial ownership on Schedule 13D is being filed jointly by Jianming Jing and Wei Zhu (each, a “Reporting Person,” and collectively, the “Reporting Persons”).

(b) Residence: Building 9, Vanke Jinyu Lanwan, 68 Furong Road, Shenzen 51800, People’s Republic of China

(c) Occupations: Mr. Wei Zhu is a businessman and his wife is Jianming Jing who holds an office position unrelated to the issuer.

(d) During the last five years, each Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, each Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not as a result of such proceeding subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) China.

Item 3. Source and Amount of Funds or Other Considerations

On February 17, 2021, Jianming Jing entered into a share purchase agreement with Amazon Capital Inc. (the “Share Purchase Agreement”), a shareholder of the Issuer, pursuant to which Jianming Jing acquired 453,998,870 Ordinary Shares of the Issuer for US$3,529,412.

The description of the Share Purchase Agreement is qualified in its entirety by reference to the complete text of the Share Purchase Agreement, which has been filed as Exhibit 99.1, and which is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

The information set forth in Items 3 and 5 is hereby incorporated by reference in its entirety in this Item 4.

The Reporting Persons acquired the Shares for investment purposes and intends to review and evaluate its investment in the Company on a continuous basis. Depending upon various factors, including but not limited to the business, prospects and financial condition of the Reporting Persons and the Issuer and other developments concerning Reporting Persons and the Issuer, market conditions and other factors that the Reporting Persons may deem relevant to its investment decision, and subject to compliance with applicable laws, rules and regulations, the Reporting Persons may in the future take actions with respect to its investment in the Company as it deems appropriate with respect to any or all matters required to be disclosed in this Schedule 13D, including without limitation changing its intentions or increasing or decreasing its investment in the Company or engaging in any hedging or other derivative transactions with respect to Common Stock.

Page 5

Item 5. Interest in Securities of the Issuer

(a) The Reporting Persons beneficially own a total of 453,998,870 Ordinary Shares (8.83% of the total issued and outstanding ordinary shares as of January 12, 2022).

(b) Jianming Jing has 453,998,870 Ordinary Shares to which she has sole power to vote and 453,998,870 Ordinary Shares to which she has sole power to dispose. Jianming Jing has no shares to which she has shared power to dispose. Wei Zhu is deemed a beneficial owner of the 453,998,870 Ordinary Shares held under the name of Jianming Jing due to his marriage with Jianming Jing.

(c) Except as disclosed in this Statement, neither Reporting Person effected any transaction with respect to the Ordinary Shares during the past 60 days.

(d) Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons 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, the Ordinary Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 3 and Item 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
99.1	Share Purchase Agreement, dated as of February 17, 2021, by and between Amazon Capital Inc. and Jianming Jing

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 20, 2022	/s/Jianming Jing
Dated	Name: Jianming Jing
	Title: Individual
January 20, 2022	/s/Wei Zhu
Dated	Name: Wei Zhu Title: Individual

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.1

Exhibit 99.1

SHARE PURCHASE AGREEMENT

This Agreement ( “Agreement” ) is made as of February 17, 2021 between Amazon Capital Inc (the “Seller” ) and Jianmmg Jing (The ‘Purchaser’ ).

WHEREAS, Seller owns the outstanding shares (the “Shares” ) of Mercurify Fintech Holding Inc., (the “Company” );

WHEREAS, Seller desires to sell and Purchaser desires to purchase ordinary shares of the Company, currently owned by Seller.

The parties hereto agree as follows:

Section one, Purchase and Sale

1.1       Pursuant to the terms and conditions of this Agreement. Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the Shares of the Company.

1.2       The total price for the 453,998,870 ordinary shares (equal to 15% of total outstanding shares of Mercurify Fintech Holding Inc.) at the Closing, shall be the amount in USD 3,529,412 (the “Price” ).

Section two, Closing

2.1       The closing shall take place, subject to the conditions set forth in Section 2.2 hereof at 12:00 A.M. on February 17, 2021, at Beijing, China, as the parties hereto may mutually agree. The date and time of closing are herein referred to as the “Closing Date” or the “Closing.”

2.2       The obligation of the Seller to sell the Shares, and the obligation of the Purchaser to purchase the Shares, is subject to the conditions set forth below being complied with to the satisfaction of, or waived by, the Seller or the Purchaser, as the case may be, on or before the Closing Date.

2.2.1       The representations and warranties of Seller contained in this Agreement shall be true and correct as of the Closing Date.

2.2.2       The representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date.

Section Three, Seller’s Representations and Warranties

Seller represents and warrants to Purchaser that:

3.1       The Company is a corporation duly organized and validly existing and in good standing under the laws of Cayman and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified. The Company has all requisite corporate power and authority to carry on its business as now conducted.

3.2       The execution, delivery and performance by the Seller of this Agreement will not conflict with or result in the breach of or constitute a default under any other agreement or instrument to which the Company is a part of which it or its property may be bound, or result in the creation of any lien thereunder.

3.3       This Agreement has been duly authorized, executed and delivered by the Seller.

3.4       The execution, delivery or performance by the Seller of this Agreement does not contravene any law, regulation, order or judgment applicable to or binding on the Seller, and will not result in a breach of, or constitute a default under, or contravene any provisions of, any agreement to which the Seller is a party or by which he is bound.

3.5       Neither the execution, delivery or performance by the Seller of this Agreement requires the consent or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any federal, state or local governmental commission, authority, agency or body.

3.6       Seller is the lawful owner, of record and beneficially, of the Shares and has good and merchantable title thereto, free and clear of all liens, encumbrances, options, charges, equities and claims of any kind whatsoever, and he has full right and legal capacity to transfer and sell the Shares to the Purchaser under the terms and conditions contained herein and that upon execution of this agreement and any required resolutions by the Company approving the issuance or transfer of the Shares to the Purchaser, the Purchaser will own legal and equitable title to the Shares, free and clear of all liens, encumbrances, charges, options, equities and claims of any kind.

3.7       All appropriate federal, state and local income tax returns which are required to have been filed for all of the Company’s taxable periods either have been filed or timely extensions obtained. All taxes as shown on said returns have been paid when due. The Seller knows of no proposed material tax assessment against the Company.

3.8       There are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against or affecting the Company, at law or in equity, or before any governmental board, agency or instrumentality or any arbitrator. The Company is not in default with respect to any material order, writ, injunction or decree of any court, or governmental board, agency or other instrumentality.

3.9       No written information, exhibit, financial statement, document, book, record or report prepared by the Company or Seller, which has been, is or to be furnished by the Company or Seller to Purchaser in connection with the transactions described in this Agreement is or shall be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to Purchaser) at such time as of the date so furnished, or contains or shall contain any material misstatement of fact.

3.10     There are no liabilities of the Company, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since incorporation of the Company.

3.11     The Company is not a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate restriction which could have a material adverse effect on the business, properties, assets, operations, or conditions, financial or otherwise, of the Company. The Company is not in default in any material respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument to which it is a party.

Section Four       Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Seller that:

4.1       The execution, delivery or performance by the Purchaser of this Agreement does not contravene any law, regulation order or judgment applicable to or binding on the Purchaser and will not result in a breach of, or constitute a default, or contravene any provision of, any agreement to which Purchaser is a party or by which he is bound.

4.2       Neither the execution, delivery or performance by the Purchaser of this Agreement requires the consent or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any federal, state or local governmental commission, authority, agency or body.

Section Five        Further Assurances

5.1       Seller will do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered all such further acts, conveyances and assurances the Purchaser may reasonably require for accomplishment of the purposes of this Agreement.

5.2       The Purchaser will do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered, all such further acts, conveyances and assurances as Seller may reasonably require for accomplishment of the purposes of this Agreement.

Section Six           Miscellaneous

6.1       This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

6.2       Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing which purports to terminate, amend, supplement, waive or modify this Agreement or any of the terms hereof and is signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought.

6.3       The terms of this Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective successors and assigns.

6.4       This Agreement, including all matters of construction, validity and performance, shall in all respects be governed by, and construed in accordance with, the laws of the Hongkong.

6.5       Except as otherwise provided in this Agreement, all notices hereunder shall be in writing and shall be given by mail, personal, delivery, overnight courier, telecopy or any other customary means of written communication at the addresses set forth on the signature pages hereof, or at such other addresses as may be specified by written notice to the parties hereto, and shall become effective when received by the addressees.

6.6       Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceable of such provision in any other jurisdiction.

6.7       The headings used herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

6.8        This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date and year first above written.

Seller: Amazon Capital Inc.

Signature: /s/ Haohan Xu

Title: Director

Purchaser: Jianming Jing

Signature: /s/ Jianming Jing