Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

MERCURITY FINTECH HOLDING INC.

(Name of Issuer)

Ordinary Shares, par value $0.004

(Title of Class of Securities)

G59467202

(CUSIP Number)

Hanqi Li

Flat 35/F Tower 9 Grand Yoho, Yuen Long, Hong Kong

Phone: +852 564-457-81

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 1, 2024

(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

CUSIP No.

G59467202

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hanqi Li
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 5,229,579⁽¹⁾
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 5,229,579⁽¹⁾
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,229,579⁽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) 8.6%⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

(1) Including Reporting Person’s holding of 5,229,579 ordinary shares.

(2) Based on the sum of 60,819,897 ordinary shares of the Issuer issued and outstanding as of July 31, 2024.

Item 1.

Security and Issuer

This Schedule 13D amends the Schedule 13D initially filed by Hanqi Li (the “Reporting Person”) with the Securities and Exchange Commission on April 24, 2023 with respect 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 Hanqi Li (the “Reporting Person”).

(b)	Address: Flat 35/F Tower 9 Grand Yoho, Yuen Long, Hong Kong

(c)	Occupations: Ms. Hanqi Li is a businessperson.

(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.

(f)	China.

Item 3.

Source and Amount of Funds or Other Considerations

On November 30, 2022, Hanqi Li entered into a share purchase agreement with the Issuer, pursuant to which Hanqi Li acquired 2,941,176,471 ordinary shares (pre-share consolidation) and warrants to purchase 8,823,529,412 ordinary shares (pre-share consolidation) of the Issuer for US$4,000,000 derived from personal funds. On December 23, 2022, Hanqi Li entered into another share purchase agreement with the Issuer, pursuant to which Hanqi Li acquired 4,545,454,546 ordinary shares (pre-share consolidation) and warrants to purchase 13,636,363,638 ordinary shares (pre-share consolidation) of the Issuer for US$5,000,000 derived from personal funds. The acquisitions closed in 2022, subsequent to which the Issuer completed a share consolidation as announced by the Issuer on January 4, 2023 and January 27, 2023.

The description of the share purchase agreements as aforementioned (the “Share Purchase Agreements”) is qualified in its entirety by reference to the complete text of the Share Purchase Agreements, which have been filed as Exhibit 99.1 and Exhibit 99.2, and which are incorporated herein by reference in its entirety.

On March 23, 2023, Xin Rong Gan entered into a share ownership transfer agreement and a warrant transfer agreement with Hanqi Li, pursuant to which Xin Rong Gan acquired from Hanqi Li 4,600,000 ordinary shares and warrants to purchase 13,800,000 ordinary shares of the Issuer for US$3,450,000 derived from personal funds.

On April 11, 2023, Hailei Zhang entered into a share ownership transfer agreement and a warrant transfer agreement with Hanqi Li, pursuant to which Hailei Zhang acquired from Hanqi Li 2,280,000 ordinary shares and warrants to purchase 6,840,000 ordinary shares of the Issuer for US$1,938,000 derived from personal funds.

On May 1, 2023, Hong Mei Zhou entered into a share ownership transfer agreement and a 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.

On November 1, 2023, Anyu International Limited bought 2,000,000 ordinary shares and 6,000,000 warrants from Hanqi Li for $1,700,000.

On May 1, 2024, Hanqi Li surrendered 15,688, 737 warrants to the Issuer pursuant to a warrant surrender agreement, for no consideration.

The description of the share ownership transfer agreements, warrant transfer agreements, and warrant surrender agreement as aforementioned are qualified in their entirety by reference to the complete text of the share ownership transfer agreements and warrant transfer agreements, which have been filed as Exhibits 99.3 to 99.11, and which are incorporated herein by reference in their 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 5,229,579 ordinary shares (constituting 8.6% of the total issued and outstanding ordinary shares based on the sum of 60,819,897 ordinary shares of the Issuer issued and outstanding as of July 31, 2024).

(b)	The Reporting Person has 5,229,579 ordinary shares to which she has sole power to vote and dispose.

(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.

(e)	Not applicable.

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 Purchase Agreement, dated as of November 30, 2022, by and among the Registrant, Hanqi Li and another investor
99.2*		Share Purchase Agreement, dated as of December 23, 2022, by and between the Registrant and Hanqi Li
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
99.9		Share Ownership Transfer Agreement, dated November 1, 2023, by and between Hanqi Li and Anyu International Limited
99.10		Warrant Transfer Agreement, Dated November 1, 2023, by and between Hanqi Li and Anyu International Limited
99.11		Warrant Surrender Agreement dated as of May 1, 2024

* 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: August 15, 2024	/s/ Hanqi Li
	Name: Hanqi Li
	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).

Exhibit 99.9

SHARE OWNERSHIP TRANSFER AGREEMENT

In relation to

MERCURITY FINTECH HOLDING INC.

This Share Ownership Transfer Agreement (the “Agreement”) is made and entered into as of this _1_ day of _November , 2023 (the “Effective Date”), by and between Hanqi Li, residing at Flat 35/F Tower 9, Grand Yoho, Yuen Long, Hong Kong (“Transferor”) and ANYU INTERNATIONAL LIMITED(“Transferee”).

WHEREAS, Transferor is the owner of a total of 7,229,579 Ordinary Shares in 21th June 2023, of Mercurity Fintech Holding Inc., a Cayman Islands registered corporation, listed on NASDAQ with ticker symbol “MFH” (the “Company”);

WHEREAS, Transferor desires to transfer, assign, and convey to Transferee, and Transferee desires to acquire from Transferor’s shares in the Company (the “Transferred Shares”), on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Transfer of Shares

(a) Transferor hereby transfers, assigns, and conveys to Transferee, and Transferee hereby acquires and accepts from Transferor, the Transferred Shares, free and clear of all liens, encumbrances, and other adverse claims.

(b) The parties acknowledge and agree that the Transferred Shares in the Company, which equals 2,000,000 give m Ordinary Shares.

Consideration

As consideration for the transfer of the Transferred Shares, Transferee shall pay Transferor the sum of $0.85 per share, which results in a total Purchase Price of $1,700,000 (One million, seven hundred thousand dollars) (“Purchase Price”), which shall be payable on the Closing Date (as defined below) or as otherwise agreed by the parties in writing.

Closing

The closing of the transfer of the Transferred Shares (the “Closing”) shall take place at a date, time, and location mutually agreed upon by the parties, but in no event later than 11/8/2023 , 2023 (the “Closing Date”), or at such other date as the parties may agree in writing. At the Closing, the Transferor shall deliver to Transferee a share transfer form or other appropriate instrument of transfer, duly executed by Transferor, and any other documents reasonably required to effect the transfer of the Transferred Shares. Simultaneously, Transferee shall deliver the Purchase Price to Transferor by wire transfer, cashier’s check, or other mutually agreed method of payment.

Representations and Warranties

(b) Transferee represents and warrants to Transferor that:

i. Transferee has the necessary capacity, power, and authority to enter into this Agreement and to perform its obligations hereunder;

ii. The execution, delivery, and performance of this Agreement by Transferee will not result in any breach or violation of any agreement, judgment, or order to which Transferee is a party or subject.

Transfer Agent

The parties acknowledge and agree that VStock Transfer, LLC, a California limited liability company, shall act as the transfer agent for the Company and will be engaged in the process of effecting the transfer of the Transferred Shares between Transferor and Transferee, in accordance with the Company’s bylaws, the applicable laws and regulations, and any requirements of the NASDAQ stock exchange.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of U.S Government, without regard to its conflicts of law principles.

Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

Amendments

This Agreement may be amended only by a written instrument signed by both parties.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SIGNED by HAN QI LI		SIGNED by ANYU INTERNATIONAL LIMITED

for himself and on behalf of		for himself and on behalf of

/s/ Hanqi Li		/s/ Li Zhong
/s/HANQI LI		/s/ Li Zhong

Authorized Signature		Authorized Signature
Date:	11/01/2023	Date:	11/01/2023

Exhibit 99.10

WARRANT TRANSFER AGREEMENT

This Warrant Transfer Agreement (the “Agreement”) is entered into as of 1st of November, by and between HANQI LI (“Transferor”) and ANYU INTERNATIONAL LIMITED (“Transferee”).

WHEREAS, Transferor is the holder of a warrant (the “Warrant”) to hold [14,116,579 ]Ordinary Shares of Mercurity Fintech Holding Inc.(the “Company”) and transferee purchase Transferor’s share is [ 2,000,000] and along with up to [6,000,000] Warrant Shares (the “Warrant Shares”), equal to 300% of the amount of the Ordinary Shares that the Holder has purchased pursuant to the Purchase Agreement at an exercise price of ( $1)per share; and

WHEREAS, Transferor desires to transfer, assign, and convey the Warrant to Transferee, and Transferee desires to acquire and accept the Warrant from Transferor, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Transfer of Warrant

Transferor hereby transfers, assigns, and conveys to Transferee, and Transferee hereby acquires and accepts from Transferor, the Warrant, free and clear of all liens, encumbrances, and other adverse claims.

Exercise Period

Unless otherwise agreed by the Holder and the Company, this Warrant is exercisable, in whole but not in part, by the Holder for a period of three years (the “Exercise Period”) commencing on the Issuance Date, provided that:

i) the closing price of the ordinary shares, is one dollar or more for a period of at least twenty (20) or thirty (30) consecutive Trading Days after not including the Issuance Date, after, but not including, the Issuance Date, if and with the closing price of the New Share being reported by Bloomberg L.P. and the ADRs being traded on a U.S. national or regional securities exchange; or

For the purpose of this Warrant, “Trading Day” shall mean a day on which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not then listed on the Nasdaq, on other principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on another principal market on which the Ordinary Shares are then traded; provided that if the Ordinary Shares are not so listed or traded, “Trading Day” means a Business Day.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of America, without regard to the conflict of laws principles thereof.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[HAN QI LI]		[ANYU INTERNATIONAL LIMITED]

By:	/s/ Hanqi Li	By:	/s/ Li Zhong

Name:	Han qi Li	Name:	Li Zhong

Title:		Title:

IN WITNESS WHEREOF, the Party has caused this Agreement to be executed on the date first above written.

Name of Purchaser: ANYU INTERNATIONAL LIMITED

Signature of Authorized Signatory of Purchaser:

Name of Authorized Signatory: ANYU INTERNATIONAL LIMITED

Title of Authorized Signatory:

Email:tally2020@163.com

Address for Notice to Purchaser:

Total Purchase Price: $[$1,700,000]

Number of Units to Be Issued: [ 2,000,000] Units

Number of Ordinary Shares to Be Issued: [ 2,000,000] shares

Number of Warrants to Be Issued:6,000,000Warrants

Exhibit 99.11

NOTICES TO MERCURITY FINTECH HOLDING INC.

Dear Mercurity Fintech Holding Inc.,

I, [Hanqi Li], the holder of MFH Warrant, dated November [30], 2022 (the “Warrant”), hereby formally notify Mercurity Fintech Holding Inc. of my decision to voluntarily surrender the rights granted under the aforementioned Warrant. The Warrant entitles me to purchase [15,688,737] ordinary shares which is 3 times of purchase ordinary shares of Mercurity Fintech Holding Inc.

Please acknowledge receipt of this notice and confirm in writing that the Warrant rights are surrendered and that no further actions or obligations are required from me as the warrant holder.

Thank you for your prompt attention to this matter.

Sincerely,