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 |
