Filing Details

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Mercurity Fintech Holding Inc.

 

(Name of Issuer)

 

Ordinary Shares, par value US$0.00001 per share

 

(Title of Class of Securities)

 

58936H 109⁽¹⁾

 

(CUSIP Number)

 

Kaiming Hu
Room 3028, 3rd Floor, No. 18 Shangdi Xinxi Road
Haidian District, Beijing
People’s Republic of China
Phone: +86 10 53606428

 

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

 

January 14, 2021

 

(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 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).

 

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing 360 ordinary shares of the Issuer.

 

 

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Kaiming Hu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)
	PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		491,789,601
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		491,789,601
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	491,789,601
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)
	16.4%(2)
14.	TYPE OF REPORTING PERSON (see instructions)
	IN

 

(2) Calculated based on the number in Row 11 above divided by 2,996,659,129 Ordinary Shares (excluding 18,475,560 Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share awards) issued and outstanding as of December 31, 2020.

 

 

Item 1. Security and Issuer.

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 3, 2020 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Ordinary Shares. Except as amended hereby, the Original Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is hereby supplemented by the following:

 

On January 8, 2021, Mr. Kaiming Hu and Linkto Tech Limited entered into a share purchase agreement (the “Share Purchase Agreement I”), pursuant to which, Mr. Kaiming Hu transferred 144,000,000 Ordinary Shares of the Issuer to Linkto Tech Limited. On January 8, 2021, Mr. Kaiming Hu and Radiance Holding (HK) Limited entered into a share purchase agreement (the “Share Purchase Agreement II”, together with Share Purchase Agreement I, the “Share Purchase Agreements”), pursuant to which, Mr. Kaiming Hu transferred 126,000,000 Ordinary Shares of the Issuer to Radiance Holding (HK) Limited. The transfers of shares pursuant to Share Purchase Agreement I and Share Purchase Agreement II were completed on January 14, 2021. As a result, Mr. Kaiming Hu holds in the aggregate 491,789,601 Ordinary Shares of the Issuer.

 

The description of 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 99.2 and Exhibit 99.3, and which are incorporated herein by reference in its entirety.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(a) - (b) of the Original Schedule 13D is hereby amended and restated as follows:

 

(a)-(b) The responses to rows (7) through (13) of the cover page of this Amendment are hereby incorporated by reference in their entirety in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is based on 2,996,659,129 Ordinary Shares (excluding 18,475,560 Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share awards) issued and outstanding as of December 31, 2020.

 

Except as disclosed in this Statement, the Reporting Persons presently do not have the power to vote or to direct the vote or to dispose or direct the disposition of any Ordinary Shares that they may be deemed to beneficially own.

 

 

CUSIP No. 58936H 109

Page 4 of 5 Pages

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1*		Share Purchase Agreement, dated as of March 2, 2020, by and among Kaiming Hu and other parties thereto
99.2		Share Purchase Agreement I, dated as of January 8, 2021, by and between Mr. Kaiming Hu and Linkto Tech Limited
99.3		Share Purchase Agreement II, dated as of January 8, 2021, by and between Mr. Kaiming Hu and Radiance Holding (HK) Limited

 

* Previously filed.

 

 

CUSIP No. 58936H 109

Page 5 of 5 Pages

 

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: January 15, 2021

 

	Kaiming Hu
	/s/ Kaiming Hu