6-K
Chaince Digital Holdings Inc. (CD)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 UNDER
THESECURITIES EXCHANGE ACT OF 1934
Forthe month of July 2025
CommissionFile Number 001-36896
MERCURITYFINTECH HOLDING INC.
(Registrant’s name)
1330Avenue of the Americas, Fl 33,
NewYork, 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<br> 20-F ☒ | Form<br> 40-F ☐ |
|---|
Entryinto a Material Definitive Agreement and Unregistered Sale of Equity Securities.
On July 17, 2025, Mercurity Fintech Holding Inc. (Nasdaq: MFH) (the “Company”) entered into an $200 million Equity Line of Credit Agreement (the “Agreement”) with Solana Ventures Ltd., a corporation organized and existing under the laws of the British Virgin Islands (the “Investor”).
According to the Agreement, the 24-month facility provides the Company with strategic flexibility to access capital in tranches ranging from $250,000 to $3 million, depending on market conditions and operational needs. The facility is subject to the filing and effectiveness of a registration statement with the SEC. The Company intends to deploy this capital to support Solana-based staking operations, decentralized yield-generation protocols, and institutional-grade treasury management infrastructure.
In addition, the Agreement contains several provisions designed to protect existing shareholders from excessive dilution. The Company will issue new shares priced at 95% of the volume-weighted average price (VWAP), with a floor price set at 80% of the 10-day trading low. The Investor’ beneficial ownership is capped at 4.99% of the Company’s outstanding shares, and purchase notices are limited to prevent market disruption.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Line of Credit Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
On July 21, 2025, the Company published an announcement (the “Press Release”), a copy of which is attached herein as Exhibit 99.1.
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 below.
INCORPORATIONBY REFERENCE
This Report shall be incorporated by reference into the Company’s (i) registration statement on Form S-8, which became effective on May 12, 2025 (File No. 333-287201); and (ii) registration statement on Form F-3, as amended, which became effective on June 27, 2025 (File No. 333-287428), and be a part thereof from the date on which this Report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Equity Line of Credit Agreement dated July 17, 2025 |
| 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. | |
|---|---|
| By: | /s/ Shi Qiu |
| Name: | Shi<br> Qiu |
| Title: | Chief<br> Executive Officer |
Date: July 21, 2025
Exhibit10.1
EQUITY LINE OF CREDIT AGREEMENT
Date as of July 17, 2025
By and among
Mercurity Fintech Holding Inc., as the Company
And
Solana Ventures Ltd., as Investor
This EQUITY LINE OF CREDIT AGREEMENT (this “Agreement”) is entered into as of July 17^th^ , 2025 (the “Effective Date”), by and between:
Mercurity Fintech Holding Inc., a Cayman Islands corporation, with its principal executive offices located at 1330 Ave of Americas, Fl 33^rd^ A New York NY 10019 (the “Company”), and Solana Ventures Ltd., a corporation organized and existing under the laws of the British Virgin Islands, (the “Investor”).
WHEREAS, the Company desires to establish a facility whereby it may, from time to time during the term of this Agreement, issue and sell to the Investor, and the Investor shall purchase from the Company, up to $200,000,000 of the Company’s ordinary shares; and WHEREAS, the Investor desires to purchase such shares on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound, the parties agree as follows:
Section
- Commitment and Purchase Mechanics
1.1 Commitment Amount. Subject to the terms and conditions herein, Investor agrees to purchase from the Company up to USD $200,000,000 in ordinary shares of the Company (the “Shares”) over a period of twenty-four (24) months following the effective date of the Registration Statement (the “Availability Period”).
1.2 Purchase Notices. During the Availability Period, the Company may, at its sole discretion, deliver a written purchase notice (“Purchase Notice”) to Investor for the purchase of Shares, subject to the following:
| - | Minimum<br> USD $250,000 / Maximum USD $3,000,000 per Purchase Notice |
|---|---|
| - | Not<br> to exceed 25% of the trailing 5-day average dollar volume (ADV) |
| --- | --- |
| - | No<br> more than one Purchase Notice in any five (5) trading-day period |
| --- | --- |
1.3 Purchase Price. The purchase price shall be 95% of the Volume-Weighted Average Price (“VWAP”) of the Company’s shares on the trading day following the Purchase Notice date (“Pricing Date”), but not less than the Dynamic floor based on 80% of 10-daylow, as adjusted by Company notice.
1.4 Settlement. Delivery-versus-payment (DVP) through DTC; T+1 settlement. No pre-delivery of shares required.
1.5 Beneficial Ownership Cap. At no time shall Investor beneficially own more than 4.99% of the Company’s outstanding ordinary shares.
Section 2. Investor Market Conduct
2.1 Leak-Out Restriction. Investor may not resell more than the lesser of (a) 10% of a given day’s trading volume or (b) 50,000 shares per day.
2.2 No-Short Covenant. Investor agrees not to short sell, establish derivatives, or profit from a decline in the Company’s share price from Purchase Notice delivery through five (5) trading days post-settlement. Breach triggers mandatory repurchase at the higher of (i) Purchase Price × 110%, or (ii) Market price, plus 300% of any economic benefit gained.
Section 3. Commitment Consideration and Fees
3.1 Milestone Commitment Shares. Instead of up-front commitment shares, the Company shall issue to Investor milestone shares equal to 1% of the funded amount upon reaching each of the following thresholds: $20M, $40M, $60M, $80M, and $100M.
3.2 Legal and Due Diligence Reimbursement. Company shall reimburse Investor’s legal and diligence costs, capped at USD $25,000, payable at the closing of the first Purchase Notice.
3.3 Termination Fee. None, provided at least one Purchase Notice of $250,000 or more is completed within 12 months of the Effective Date.
Section 4. Registration, Listing and Compliance
4.1 Registration Statement. Company shall file a Form F-1 (or F-3 when eligible) within 30 days of signing, covering up to 50M shares. Investor will be named as a selling shareholder.
4.2 Effectiveness Deadline. 90 calendar days from filing (or 120 calendar days if subject to SEC review).
4.3 Delay Penalty. 0.5% of unfunded amount per month (pro rata), or Investor may extend deadline.
4.4 Listing Maintenance & Floor Price. Company agrees to maintain listing on Nasdaq. If the calculated Dynamic Floor Price falls below $1.20 for 30 consecutive trading days, the Company shall suspend future Purchase Notices.
Section 5. Use of Proceeds and Investor Relations
Proceeds shall be used for working capital, business expansion, strategic marketing, and other general corporate purposes. The Company agrees to work in good faith with Investor on long- only fund introductions.
Section 6. Alternative Financings
The Company may engage in other offerings (e.g., ATM, PIPEs) provided no third party receives more favorable variable-price rights.
Section 7. Underwriter Lock-Up Compliance
7.1 The Company represents and warrants that, as of the Effective Date, it is not subject to any contractual restriction, lock-up agreement, market standstill, or similar arrangement (a “Lock-Up Restriction”) that would prohibit the Company from issuing, or the Investor from acquiring, the ordinary shares to be issued pursuant to this Agreement.
7.2 To the extent that any such Lock-Up Restriction is or may be applicable, including those arising from prior public offerings or existing underwriting agreements, the effectiveness of this Agreement shall be expressly conditioned upon the Company obtaining, within forty-five (45) calendar days of the Effective Date, a written waiver or confirmation from the relevant underwriter(s) or contractual counterparty(ies) that the execution and performance of this Agreement do not violate or otherwise contravene such Lock-Up Restriction(s).
7.3 In the event that such waiver or confirmation is not obtained within the specified period, either Party shall have the right to terminate this Agreement upon written notice to the other Party, whereupon neither Party shall have any further obligation or liability hereunder, other than obligations that expressly survive termination.
Section 8. Representations and Warranties
Each Party represents it has corporate authority to enter into this Agreement and that entering into and performing under this Agreement does not breach any other agreement or legal obligation. Each Party further represents that all information provided is accurate and complete.
Section 9. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each Party consents to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waives any right to a jury trial.
Section 10. Miscellaneous
10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding, written or oral.
10.2 Confidentiality. The terms of this Agreement shall remain confidential except where disclosure is required by law or regulation.
10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
| Mercurity Fintech Holding Inc. | |
|---|---|
| By: | /s/ SHI QIU |
| Name: | SHI<br> QIU |
| Title: | CEO |
| Date: | 7/17/2025 |
| Solana Ventures Ltd. | |
| --- | --- |
| By: | /s/ Jonathan Brown |
| Name: | Jonathan Brown |
| Title: | Chairman |
| Date: | 7/17/2025 |
Exhibit A
Form of Purchase Notice
Date: [Insert Date] To: [Investor Name]
From: Mercurity Fintech Holding Inc.
Pursuant to the Equity Line of Credit Agreement dated as of July 17, 2025 (the “Agreement”), the Company hereby delivers this Purchase Notice requesting that you purchase shares of the Company’s ordinary shares as follows:
| ● | Purchase Amount Requested: US $[●] |
|---|---|
| ● | Pricing Date: [Insert Expected Pricing Date] |
| ● | Minimum Purchase Price (Floor Price): Based on 80% of 10-day low |
| ● | Beneficial<br> Ownership Limitation: 4.99% |
| ● | Settlement Instructions: [Company’s DTC participant<br>number and account] |
Please confirm receipt and that the transaction can proceed pursuant to the Agreement.
Sincerely,
| MERCURITY FINTECH HOLDING INC. | |
|---|---|
| 1) | By: |
| Name: | |
| Title: | |
| Date: |
Exhibit99.1
MercurityFintech Secures $200 Million Strategic Investment from Solana Ventures to Accelerate Solana Treasury
Mercurity Fintech Aims to Become a Leading Institutional SOL Holder by Targeting Long-Term Value Through Staking, On- Chain Yield, and Solana-Native Innovation
New York, July 21, 2025 (GLOBE NEWSWIRE) — Mercurity Fintech Holding Inc. (“MFH” or the “Company”) (Nasdaq: MFH), a blockchain- powered fintech group, today announced it has entered into a $200 million Equity Line of Credit Agreement with SolanaVentures Ltd., to launch the Company’s Solana-based digital asset treasury strategy.
This initiative positions MFH as a long-term institutional participant in the Solana ecosystem, expanding beyond fintech infrastructure into high-performance, on-chain treasury deployment and protocol engagement.
MFH’s Solana strategy focuses on:
| ● | Accumulating<br> a large position in Solana-based (SOL) to build a high-value treasury |
|---|---|
| ● | Generating<br> long-term yield through staking, validator nodes, and Solana decentralized finance (DeFi)<br> protocols |
| ● | Investing<br> in Solana-based projects, such as real-world assets and tokenized finance products |
“MFH is evolving beyond fintech infrastructure to engage directly in the value creation and utility of decentralized networks,” said Wilfred Daye, Chief Strategy Officer of MFH. “Solana is emerging as a high-performance layer for tokenized assets, real-time payments, and institutional-grade DeFi — combining speed, cost-efficiency, and growing regulatory acceptance.”
About Mercurity Fintech Holding Inc.
Mercurity Fintech Holding Inc. (NASDAQ: MFH) is a fintech group powered by blockchain infrastructure, offering technology and financial services. Through its subsidiaries, including Chaince Securities, LLC, MFH aims to bridge traditional finance and digital innovation across digital asset management, financial advisory, and capital markets solutions.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
Contacts:
International Elite Capital Inc.
Annabelle Zhang
Tel: +1(646) 866-7928
Email: mfhfintech@iecapitalusa.com