UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-36896
Mercurity Fintech Holding Inc.
(Exact name of registrant as specified in its charter)
Room 1215, FIYTA Technology Building
Gaoxin South, Road One
Nanshan District, Shenzhen 518000
Guangdong Province, People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Mercurity Fintech Holding Inc. | ||
| By: | /s/ Shi Qiu | |
| Name: | Shi Qiu | |
| Title: | Chief Executive Officer | |
| Date: November 17, 2022 | ||
Exhibit 99.1
Mercurity Fintech Holding Inc. Announced Closing of $3.15 Million Private Investment in Public Equity (PIPE) Financing
Shenzhen, China, -- Mercurity Fintech Holding Inc. (the "Company" or "MFH") (Nasdaq: MFH), a digital fintech group powered by blockchain technology, today announced that it has closed the private investment in public equity (“PIPE”) financing pursuant to the Securities Purchase Agreement (the “SPA”) and Warrant (each, a “Warrant” and collectively, the “Warrants”) with certain non-U.S. investors for gross proceeds of $3.15 million (the “Proceeds”). Net proceeds from the PIPE financing are expected to be used to advance the Company’s business development activities for working capital and other general corporate purposes. Among other purposes, the Company intends to use part of the Proceeds to grow its cryptocurrency consultation services in the U.S., including obtaining the “BitLicense” from New York State Department of Financial Services for digital currency related activities although the Company cannot provide any assurance on actually obtaining the “BitLicense” in the near future or at all. “We believe that only by developing our business in compliance with the U.S. laws and regulations will we be able to have a sustainable and promising growth.” said the Chief Executive Officer of the Company Shi Qiu.
Pursuant to the SPA and the Warrants, the Company shall issue an aggregate of 2,423,076,922 units at a purchase price of $0.0013 per unit. Each unit shall consist of one ordinary share and three warrants, with each warrant entitling the investor to purchase one ordinary share at the exercise price of USD$ 1/180th per ordinary share subject to certain adjustments and conditions set forth therein. The warrants shall have a term of three years from the issuance date. In connection with the consummation of the PIPE offering, the Company shall issue 108,000,000 restricted ordinary shares with par value $0.00001 per share to its financial advisor as compensation for the advisor’s business and financial advisory services.
The securities described above were sold in a private placement and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to non-U.S. investors in compliance with Regulation S.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Mercurity Fintech Holding Inc. Limited
Mercurity Fintech Holding Inc. is a digital fintech group powered by blockchain technology. The Company’s primary business scope includes digital asset trading, asset digitization, cross-border remittance and other services, providing compliant, professional, and highly efficient digital financial services to its customers. The Company recently began to narrow in on Bitcoin mining, digital currency investment and trading, and other related fields. This shift has enabled the company to deepen its involvement in all aspects of the blockchain industry, from production to circulation.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
For more information, please contact:
International Elite Capital Inc.
Vicky Chueng
Tel:
+1(646) 866-7989
Email: mfhfintech@iecapitalusa.com