Statement of Beneficial Ownership (sc 13d)
25 May 2023 - 6:40AM
Edgar (US Regulatory)
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 $0.004 |
(Title of Class of Securities) |
Hong Mei Zhou
Building 6, State Veteran's Institute,
No. 26, Mengla Road, Jinghong, Xishuangbanna
Dai Autonomous Prefecture,
Yunnan Province, China
Phone: +86 1647264957 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
May 1, 2023 |
(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).
SCHEDULE 13D
1 |
NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Hong Mei Zhou |
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 |
18,428,000(1) |
8 |
SHARED
VOTING POWER |
0 |
9 |
SOLE
DISPOSITIVE POWER |
18,428,000(1) |
10 |
SHARED
DISPOSITIVE POWER |
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
18,428,000(1) |
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) |
30.5%(2) |
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
IN |
(1) Including reporting person’s holding
of 4,607,000 ordinary shares and warrants to purchase up to 13,821,000 additional ordinary shares, exercisable within 60 days from May
9, 2023.
(2) Based on the sum of 46,538,116 ordinary shares
of the Issuer issued and outstanding as of May 9, 2023 and 13,821,000 ordinary shares issuable upon exercise of the reporting person’s
warrants exercisable within 60 days from May 9, 2023.
| Item 1. | Security and Issuer |
This statement on Schedule 13D (this
“Statement”) relates to the ordinary shares, par value $0.004 per share (“Ordinary Shares”), of Mercurity Fintech
Holding Inc., a Cayman Islands company (the “Issuer”), whose principal executive offices are located at 1330 Avenue of Americas,
Fl 33, New York, 10019, United States.
The Issuer’s Ordinary Shares are listed on
the Nasdaq Capital Market under the symbol “MFH.”
Item 2. | Identity and Background |
| (a) | This statement of beneficial ownership on Schedule 13D is being filed by Hong Mei Zhou (the “Reporting
Person”). |
| | |
| (b) | Address: Building 6, State Veteran's Institute, No. 26, Mengla Road, Jinghong, Xishuangbanna Dai Autonomous
Prefecture, Yunnan Province, China. |
| | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| | |
| (e) | During the last five years, the 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. |
| | |
Item 3. | Source and Amount of Funds or Other Considerations |
On May 1, 2023, Hong Mei Zhou
entered into a share ownership transfer agreement (the “Share Ownership Transfer Agreement”) and a warrant transfer agreement
(the “Warrant Transfer Agreement”) with Hanqi Li , pursuant to which Hong Mei Zhou acquired from Hanqi Li 4,607,000 ordinary
shares and warrants to purchase 13,821,000 ordinary shares of the Issuer for US$4,146,300 derived from personal funds.
The description of the Share
Ownership Transfer Agreement and Warrant Transfer Agreement as aforementioned is qualified in its entirety by reference to the complete
text of the Share Ownership Transfer Agreement and the Warrant Transfer Agreement, which have been filed as Exhibit 99.1 and Exhibit
99.2, and which are 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 Person 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 Person and the Issuer and other developments concerning Reporting Person and the Issuer, market conditions and other
factors that the Reporting Person may deem relevant to its investment decision, and subject to compliance with applicable laws,
rules and regulations, the Reporting Person 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 the Ordinary Shares.
Item 5. | Interest in Securities of the Issuer |
| |
(a) | The Reporting Person beneficially owned a total of 4,607,000 ordinary shares and warrants to acquire up
to 13,821,000 additional ordinary shares, exercisable within 60 days from May 9, 2023 (constituting 30.5% of the total issued and outstanding
ordinary shares based on the sum of 46,538,116 ordinary shares of the Issuer issued and outstanding as of May 9, 2023 and 13,821,000 ordinary
shares issuable upon exercise of the reporting person’s warrants exercisable within 60 days from May 9, 2023). |
| |
(b) | The Reporting Person has 4,607,000 ordinary shares to which he has sole power to vote and dispose, and
warrants to acquire up to 13,821,000 additional ordinary shares, exercisable within 60 days from May 9, 2023. |
| |
(c) | Except as disclosed in this Statement, the Reporting Person did not effect 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 Person, no person other
than the Reporting 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, the Ordinary Shares beneficially owned by the Reporting Person. |
| |
| 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 Person, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person 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 Ownership Transfer Agreement, dated as of May 1, 2023, by and between Hanqi Li and Hong Mei Zhou |
99.2* |
|
Warrant Transfer Agreement, dated as of May 1, 2023, by and between Hanqi Li and Hong Mei Zhou |
99.3 |
|
Share
Ownership Transfer Agreement, dated as of March 23, 2023, by and between Hanqi Li and Xin Rong Gan |
99.4 |
|
Warrant
Transfer Agreement, dated as of March 23, 2023, by and between Hanqi Li and Xin Rong Gan |
99.5 |
|
Share
Ownership Transfer Agreement, dated as of April 11, 2023, by and between Hanqi Li and Hailei Zhang |
99.6 |
|
Warrant
Transfer Agreement, dated as of April 11, 2023, by and between Hanqi Li and Hailei Zhang |
99.7 |
|
Share
Ownership Transfer Agreement, dated as of May 1, 2023, by and between Hanqi Li and Hong Mei Zhou |
99.8 |
|
Warrant
Transfer Agreement, dated as of May 1, 2023, by and between Hanqi Li and Hong Mei Zhou |
* Previously filed
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.
Dated: May 24,
2023 |
/s/ Hong Mei Zhou |
|
Name: Hong Mei Zhou |
|
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).
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