As
filed with the Securities and Exchange Commission on June 26, 2025
Registration
No. 333-287428
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 3 to
FORM
F-3
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
Mercurity
Fintech Holding Inc.
(Exact
name of registrant as specified in its charter)
Not
Applicable
(Translation of Registrant’s name into English)
| Cayman
Islands |
|
N/A |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
Mercurity
Fintech Holding Inc.
1330
Avenue of the Americas, Fl 33,
New
York, NY 10019
Tel:
+1(949)-678-9653
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Shi
Qiu
Chief
Executive Officer
Mercurity
Fintech Holding Inc.
1330
Avenue of the Americas, Fl 33,
New
York, NY 10019
Tel:
+1(949)-678-9653
(Name,
address including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Huan
Lou, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
Tel:
+1 (212)-930-9700
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☐
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
We are filing this Amendment No. 3 (this “Amendment”)
to our registration statement on Form F-3, initially filed on May 20, 2025 (File No. 333-287428), as amended (the “Registration
Statement”), to update the Exhibit Index to delete the “Form of Indenture” previously listed as Exhibit 4.4 and
replace it with “Form of Debt Securities.” Accordingly, this Amendment consists only of the facing page, this explanatory
note, Part II of the Registration Statement, including the signature page and the exhibit index, and the filed exhibits. The prospectus
is unchanged and has been omitted.
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Officers and Directors.
Cayman
Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime. Our fifth amended and restated memorandum
and articles of association permit indemnification of officers and directors for the time being of the Company and the liquidator
or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of
their heirs, executors and administrators for all actions, costs, charges, losses, damages and expenses which they or any of them,
their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred
in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall
be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake
of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall
be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices
or trusts, or in relation thereto, provided that such indemnity shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of said persons.
Any
underwriting agreement entered into in connection with an offering of our securities may also provide for indemnification of us and our
officers and directors in certain cases.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item
9. Exhibits
See
Exhibit Index beginning on page II-4 of this registration statement.
Item
10. Undertakings
The
undersigned registrant hereby undertakes:
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(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; |
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|
|
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(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and |
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|
|
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(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement; |
provided,
however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this
registration statement;
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; |
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|
|
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(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering; |
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|
|
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(4) |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement; |
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|
|
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(5) |
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser: |
| |
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424 (b)(3) shall be deemed to be part of this registration statement as of the
date the filed prospectus was deemed part of and included in this registration statement; and |
|
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(ii) |
Each
prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement
as of the earlier of the date such prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date; |
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(6) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the
initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
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(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
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|
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(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
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|
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(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser; |
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(7) |
For
purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and |
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(8) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue. |
EXHIBIT INDEX
| ** |
Filed
herewith. |
| |
|
| * |
Previously
filed. |
| |
|
| + |
To
be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934
and incorporated by reference in connection with the offering of securities to the extent required for any such offering. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-3 and has duly caused this Form F-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on June 26, 2025.
| |
MERCURITY
FINTECH HOLDING INC. |
| |
|
|
| |
By: |
/s/
Shi Qiu |
| |
Name:
|
Shi
Qiu |
| |
Title: |
Chief
Executive Officer and Director |
Pursuant
to the requirements of the Securities Act of 1933, as amended, the following persons in the capacities have signed this registration
statement below on June 26, 2025.
| Signature |
|
Title |
| |
|
|
| /s/
Shi Qiu |
|
Chief
Executive Officer and Director |
| Shi
Qiu |
|
(Principal
Executive Officer) |
| |
|
|
| /s/
* |
|
Chairperson
of the Board of Directors |
| Lynn
Alan Curtis |
|
|
| |
|
|
| /s/
* |
|
Chief
Operating Officer and Director |
| Qian
Sun |
|
|
| |
|
|
| /s/
* |
|
Independent
Director |
| Hui
Cheng |
|
|
| |
|
|
| /s/
* |
|
Independent
Director |
| Cong
Huang |
|
|
| |
|
|
| /s/
Yukuan Zhang |
|
Chief
Financial Officer |
| Yukuan
Zhang |
|
|
| *
By: |
/s/
Shi Qiu |
|
| Name: |
Shi
Qiu |
|
| |
Attorney-in-fact |
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
| |
Authorized
Representative of
Mercurity
Fintech Holding Inc.
in
the United States
|
| |
By: |
/s/
Shi Qiu |
| |
Name: |
Shi
Qiu |
| |
Title: |
Chief
Executive Officer and Director |
|
Date: |
June 26, 2025 |
