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 May 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 ☐ |
|---|
UnauditedConsolidated Financial Results for the Four Months Ended April 30, 2025
Mercurity Fintech Holding Inc., a Cayman Islands exempted company (the “Company”), is furnishing this current report on Form 6-K to provide its Unaudited Condensed Consolidated Financial Statements as of April 30, 2025 and for the four months ended April 30, 2025 and 2024.
The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company consolidated with the accounts of all subsidiaries. Reference is made to the Company’s most recently issued Annual Report on Form 20-F (“Annual Report”), which includes information necessary or useful to understanding the Company’s businesses and financial statement presentations. Our significant accounting policies and practices were presented in the notes to the Consolidated Financial Statements included in our Annual Report.
The accompanying Unaudited Condensed Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information. The December 31, 2024 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, as filed with the SEC, but does not include all disclosures required by U.S. GAAP. The results for the interim period presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024.
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Condensed Consolidated Financial Statements as of April 30, 2025 and for the four months ended April 30, 2025 and 2024 |
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 |
| By: | /s/ Yukuan Zhang |
| --- | --- |
| Name: | Yukuan<br> Zhang |
| Title: | Chief<br> Financial Officer |
Date: May 22, 2025
Exhibit99.1
Unaudited Condensed ConsolidatedFinancial Statements as of April 30, 2025 and for the Four Months Ended April 30, 2025 and 2024
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| April 30,<br> <br>2025 | December 31,<br> <br>2024 | |||
|---|---|---|---|---|
| ASSETS: | ||||
| Current assets: | ||||
| Cash and cash equivalents | 25,541,395 | 23,915,856 | ||
| Security deposit | 93,475 | 93,475 | ||
| Short-term investments | 1,908,124 | 957,729 | ||
| Accounts receivable | 50,000 | — | ||
| Interest receivable | 74,857 | 3,825 | ||
| Prepaid expenses and other current assets, net | 4,942,867 | 5,053,824 | ||
| Total current assets | $ | 32,610,718 | $ | 30,024,709 |
| Non-current assets: | ||||
| Operating right-of-use assets, net | 132,406 | 238,330 | ||
| Property and equipment, net | 2,089,060 | 2,257,794 | ||
| Intangible assets, net | 1,901,586 | 3,139,896 | ||
| Security deposit | — | |||
| Prepayments for long-term asset | — | |||
| Long term equity investments | — | |||
| Deferred tax assets | 30,584 | 30,584 | ||
| Total non-current assets | $ | 4,153,636 | $ | 5,666,604 |
| TOTAL ASSETS | $ | 36,764,354 | $ | 35,691,313 |
| LIABILITIES AND SHAREHOLDER’S EQUITY: | ||||
| Current liabilities: | ||||
| Convertible Note | 3,500,000 | 7,500,000 | ||
| Interest payable | 96,925 | 419,005 | ||
| Accrued expenses and other current liabilities | 1,523,154 | 2,466,436 | ||
| Amounts due to related parties | 910,509 | 909,575 | ||
| Operating lease liabilities | 157,945 | 282,279 | ||
| Total current liabilities | $ | 6,188,533 | $ | 11,577,295 |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| December 31,<br> <br>2024 | |||||
|---|---|---|---|---|---|
| LIABILITIES AND SHAREHOLDER’S EQUITY (CONTINUED): | |||||
| Non-current liabilities: | |||||
| Operating lease liabilities | — | — | |||
| Deferred tax liabilities | 25,200 | 25,200 | |||
| Total non-current liabilities | 25,200 | $ | 25,200 | ||
| TOTAL LIABILITIES | 6,213,733 | $ | 11,602,495 | ||
| Shareholders’ equity: | |||||
| Ordinary shares (0.004 par value, 1,000,000,000 shares authorized as of December 31, 2024 and April 30, 2025; and 62,299,897 and 63,686,563 shares issued and outstanding as of December 31, 2024 and April 30, 2025, respectively) | 254,765 | 249,218 | |||
| Additional paid-in capital | 711,252,377 | 703,098,695 | |||
| Accumulated deficit | (682,143,714 | ) | (680,448,810 | ) | |
| Accumulated other comprehensive income | 1,187,193 | 1,189,715 | |||
| Total shareholders’ equity | 30,550,620 | $ | 24,088,818 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 36,764,354 | $ | 35,691,313 |
All values are in US Dollars.
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| For the four months ended April 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenue: | ||||||
| Business consultation services | 50,000 | 55,000 | ||||
| Distributed storage and computing services | 146,743 | 193,206 | ||||
| Other services | 15,000 | 10,000 | ||||
| Total Revenue | $ | 211,743 | $ | 258,206 | ||
| Cost of Revenue: | ||||||
| Business consultation services | (89,458 | ) | (90,247 | ) | ||
| Distributed storage and computing services | (330,919 | ) | (432,407 | ) | ||
| Total Cost of Revenue | $ | (420,377 | ) | $ | (522,654 | ) |
| Gross loss | $ | (208,634 | ) | $ | (264,448 | ) |
| Operating expenses: | ||||||
| Sales and marketing | (38,754 | ) | (22,918 | ) | ||
| General and administrative | (996,421 | ) | (756,032 | ) | ||
| Provision for doubtful accounts | — | (9,451 | ) | |||
| Loss on market price of crypto assets | (539,858 | ) | (89,566 | ) | ||
| Total operating expenses | $ | (1,575,033 | ) | $ | (877,967 | ) |
| Operating loss from continuing operations | $ | (1,783,667 | ) | $ | (1,142,415 | ) |
| Interest income/(expenses), net | 85,408 | 46,333 | ||||
| Other (expenses)/income, net | 61 | (352 | ) | |||
| Gain/(loss) from market price of short-term investment | 3,294 | 216,536 | ||||
| Gain/(loss) from selling short-term investments | — | 35,771 | ||||
| Loss from disposal of subsidiaries | — | |||||
| Loss before provision for income taxes | $ | (1,694,904 | ) | $ | (844,127 | ) |
| Income tax (expenses)/benefits | — | (325,306 | ) | |||
| Net loss | $ | (1,694,904 | ) | $ | (1,169,433 | ) |
| Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. | $ | (1,694,904 | ) | $ | (1,169,433 | ) |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| For the four months ended April 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Numerator | ||||||
| Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. | $ | (1,694,904 | ) | $ | (1,169,433 | ) |
| Denominator | ||||||
| Weighted average shares used in calculating basic net loss per ordinary share | 62,057,028 | 60,819,897 | ||||
| Weighted average shares used in calculating diluted net loss per ordinary share | 62,057,028 | 60,819,897 | ||||
| Net Loss per ordinary share | ||||||
| Basic | (0.03 | ) | (0.02 | ) | ||
| Diluted | (0.03 | ) | (0.02 | ) | ||
| Net Loss per ordinary share from continuing operation | ||||||
| Basic | (0.03 | ) | (0.02 | ) | ||
| Diluted | (0.03 | ) | (0.02 | ) | ||
| Net Loss per ordinary share from discontinued operation | ||||||
| Basic | — | — | ||||
| Diluted | — | — |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| For the four months ended April 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net loss | $ | (1,694,904 | ) | $ | (1,169,433 | ) |
| Change in cumulative foreign currency transaction adjustment | (2,522 | ) | 11,147 | |||
| Comprehensive loss | $ | (1,697,426 | ) | $ | (1,158,286 | ) |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| Total | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mercurity | ||||||||||||||||||
| Accumulated | Fintech | |||||||||||||||||
| Ordinary shares | Additional | Other | Holding Inc | Total | ||||||||||||||
| Number of | paid-in | Accumulated | comprehensive | **** | shareholders’ | Shareholders’ | ||||||||||||
| Shares | Amount | Capital | deficit | loss | equity | equity | ||||||||||||
| Balance as of January 1, 2025 | 62,299,897 | 249,218 | 703,098,695 | (680,448,810 | ) | 1,189,715 | 24,088,818 | 24,088,818 | ||||||||||
| Share-based compensation | 16,666 | 67 | 117,262 | 117,329 | 117,329 | |||||||||||||
| Issuance of shares in the private placement | 1,370,000 | 5,480 | 8,036,420 | 8,041,900 | 8,041,900 | |||||||||||||
| Net loss | (1,694,904 | ) | (1,694,904 | ) | (1,694,904 | ) | ||||||||||||
| Foreign currency translation | (2,522 | ) | (2,522 | ) | (2,522 | ) | ||||||||||||
| Balance as of April 30, 2025 | 63,686,563 | 254,765 | 711,252,377 | (682,143,714 | ) | 1,187,193 | 30,550,621 | 30,550,621 |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mercurity | |||||||||||||||||
| Accumulated | Fintech | ||||||||||||||||
| Ordinary shares | Additional | Other | Holding Inc. | Total | |||||||||||||
| Number of | paid-in | Accumulated | comprehensive | shareholders’ | Shareholders’ | ||||||||||||
| Shares | Amount | Capital | deficit | loss | equity | equity | |||||||||||
| Balance as of January 1, 2024 | 60,819,897 | 243,298 | 693,093,915 | (676,677,485 | ) | 1,173,039 | 17,832,767 | 17,832,767 | |||||||||
| Net loss | (1,169,433 | ) | (1,169,433 | ) | (1,169,433 | ) | |||||||||||
| Foreign currency translation | 11,147 | 11,147 | 11,147 | ||||||||||||||
| Cumulative effect upon adoption of ASU 2023-08 | 763,072 | 763,072 | 763,072 | ||||||||||||||
| Balance as of April 30, 2024 | 60,819,897 | 243,298 | 693,093,915 | (677,083,846 | ) | 1,184,186 | 17,437,553 | 17,437,553 |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| For the four months ended April 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | (1,694,904 | ) | (1,169,433 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Provision for doubtful accounts | — | 9,452 | ||||
| Depreciation of property and equipment | 168,734 | 281,721 | ||||
| (Gain)/Loss from selling short-term investments | — | (35,771 | ) | |||
| Exchange gains and losses | 8,927 | 6,304 | ||||
| Loss on market price of short-term investment | (3,294 | ) | (216,536 | ) | ||
| Loss on market price of crypto assets | 539,858 | 89,566 | ||||
| Interest income from short-term investment and providing loans | (74,699 | ) | (40,966 | ) | ||
| Interest cost of convertible note and borrowing Filecoins | 90,532 | 130,890 | ||||
| Stock-based compensation | 117,329 | — | ||||
| Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||
| Digital assets generated from mining business | (146,752 | ) | (171,479 | ) | ||
| Digital assets used to pay expenses | 19,102 | — | ||||
| Prepaid expenses and other current assets | (16,690 | ) | 12,284 | |||
| Right-of-use assets | 105,925 | 105,925 | ||||
| Deferred tax assets | 325,306 | |||||
| Accounts payable | 48,589 | |||||
| Advance from customers | 95,000 | |||||
| Accrued expenses and other current liabilities | (37,680 | ) | (216,586 | ) | ||
| Lease liabilities | (124,334 | ) | (114,864 | ) | ||
| Net cash used in operating activities | $ | (1,097,946 | ) | $ | (860,598 | ) |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| For the four months ended April 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from investing activities: | ||||||
| Cash from selling short-term investments | — | 1,939,850 | ||||
| Cash from receiving short-term investment interests and dividends | 256 | 40,901 | ||||
| Payments for purchasing property and equipment | — | (2,611 | ) | |||
| Cash paid for short-term investments | (943,690 | ) | (1,264,531 | ) | ||
| Net cash (used in)/provided by investing activities | $ | (943,434 | ) | $ | 713,609 |
MERCURITYFINTECH HOLDING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In U.S. dollars, except for number of shares and per share (or ADS) data)
| For the four months ended April 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from financing activities: | ||||||
| Issuance of common stock | 8,041,900 | — | ||||
| Convertible notes | (4,000,000 | ) | (1,500,000 | ) | ||
| Financing costs | (375,000 | ) | (450,000 | ) | ||
| Net cash provided by financing activities | $ | 3,666,900 | $ | (1,950,000 | ) | |
| Effect of exchange rate changes | $ | 19 | $ | (18 | ) | |
| Increase in cash and cash equivalents | $ | 1,625,539 | $ | (2,097,007 | ) | |
| Cash and cash equivalents, beginning balance | $ | 24,009,331 | $ | 16,208,949 | ||
| Cash and cash equivalents, ending balance | $ | 25,634,870 | $ | 14,111,942 |