SCHEDULE 13D
| 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 |
28,918,312(1) |
| 8 |
SHARED
VOTING POWER |
| 0 |
| 9 |
SOLE
DISPOSITIVE POWER |
| 28,918,312(1) |
| 10 |
SHARED
DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
28,918,312(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) |
| 42.4%(2) |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| IN |
(1) Including
Reporting Person’s holding of 7,229,579 ordinary shares and warrants to purchase up to 21,688,733 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 21,688,733 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
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. |
| 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.
The
description of the share ownership transfer agreements and warrant transfer agreements 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 99.8, 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 7,229,579 ordinary shares and warrants to acquire up
to 21,688,733 additional ordinary shares, exercisable within 60 days from May 9, 2023
(constituting 42.4% 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 21,688,733 ordinary shares issuable upon exercise of the reporting person’s warrants
exercisable within 60 days from May 9, 2023). |
| (b) | The Reporting
Person has 7,229,579 ordinary shares to which she has sole power to vote and dispose, and
warrants to acquire up to 21,688,733 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
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 |
* 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/
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).