Mercurity Fintech (MFH) completes $6.0M private share placement

Rhea-AI Filing Summary

Mercurity Fintech Holding Inc. completed a private placement of its ordinary shares with institutional investors, raising aggregate gross proceeds of $6.0 million. The transaction was governed by a definitive securities purchase agreement that includes customary representations, warranties, indemnification rights, covenants, closing conditions, and termination provisions.

The offering closed on August 17, 2025 after customary conditions were satisfied. Mercurity Fintech plans to use the net proceeds from this capital raise to further advance its Digital Asset Treasury strategy, signaling continued investment in its digital asset-focused initiatives.

Insights

Equity capital markets analyst

Mercurity Fintech raised $6.0M via a private share sale to fund its digital asset strategy.

Mercurity Fintech completed a private placement of its ordinary shares with institutional investors, generating aggregate gross proceeds of $6.0 million. The deal was structured under a definitive securities purchase agreement that includes customary representations, warranties, indemnification, covenants, and closing and termination provisions, which is typical for this type of transaction.

The company states it expects to use the net proceeds to further advance its Digital Asset Treasury strategy, directly tying this equity raise to its digital asset initiatives. The impact on its balance sheet and capital structure depends on the number of shares issued and pricing, which are not detailed in this excerpt, but the transaction clearly adds fresh capital earmarked for this strategic area.

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 August 2025

Commission File Number: 001-36896

Mercurity Fintech Holding Inc.

(Registrant’s name)

1330 Avenue of the Americas, Fl 33,

New York, NY 10019

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

On August 4, 2025, Mercurity Fintech Holding Inc. (the “Company”) entered into a definitive securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”) for the purchase and sale, in a private placement (the “Private Placement”), of the Company’s ordinary shares.

The Purchase Agreement contains customary representations and warranties, indemnification rights, covenants, conditions to closing, and termination provisions. The offering closed on August 17, 2025, following the satisfaction of customary closing conditions. The aggregate gross proceeds to the Company from the Private Placement were $6.0 million, before deducting expenses payable by the Company in connection with the offering. The Company expects to use the net proceeds from the offering to further advance the Company’s Digital Asset Treasury strategy.

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.

The Company previously announced the closing of the Private Placement in a press release issued on August 19, 2025, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This report on Form 6-K (including the exhibit hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Company’s Form 20-F (SEC File No. 001-36896) filed with the SEC on April 30, 2025 and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based. 

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
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.
Date: August 19, 2025	By:	/s/ Shi Qiu
	Name:	Shi Qiu
	Title:	Chief Executive Officer

FAQ

What did Mercurity Fintech Holding Inc. (MFH) disclose in this Form 6-K?

Mercurity Fintech Holding Inc. disclosed that it entered into a definitive securities purchase agreement with institutional investors for a private placement of its ordinary shares, which closed on August 17, 2025 and generated aggregate gross proceeds of $6.0 million.

How much capital did Mercurity Fintech (MFH) raise in the private placement?

Mercurity Fintech raised aggregate gross proceeds of $6.0 million from the private placement of its ordinary shares with institutional investors.

What will Mercurity Fintech (MFH) use the $6.0 million in proceeds for?

Mercurity Fintech expects to use the net proceeds from the $6.0 million private placement to further advance the Company’s Digital Asset Treasury strategy.

When did Mercurity Fintech’s private placement close?

The private placement of Mercurity Fintech’s ordinary shares closed on August 17, 2025, following the satisfaction of customary closing conditions.

Who participated in Mercurity Fintech’s private placement of ordinary shares?

The private placement involved institutional investors, referred to as the Purchasers in the securities purchase agreement with Mercurity Fintech.

Does this Mercurity Fintech (MFH) Form 6-K incorporate its exhibits into other SEC filings?

The Form 6-K states that it and its exhibit shall not be deemed to be “filed” for purposes of the Exchange Act and will not be incorporated by reference into any Securities Act filing, except where expressly set forth by specific reference in such a filing.

What exhibits are included with this Mercurity Fintech (MFH) Form 6-K?

The exhibit index lists Exhibit 10.1 as the form of Securities Purchase Agreement and Exhibit 99.1 as the press release announcing the closing of the private placement.