Core Insights - Mercurity Fintech Holding Inc. announced that its subsidiary, Chaince Securities Inc., received approval from FINRA for the change in ownership of J.V. Delaney & Associates, a licensed broker-dealer established in 1982 [1][2] - The acquisition aims to integrate digital finance with traditional financial services, reflecting the company's strategic vision [2][4] - The approval is contingent upon meeting specific operational parameters and regulatory requirements, including the submission of the executed Membership Agreement to FINRA by December 13, 2024 [2][3] Company Overview - Mercurity Fintech Holding Inc. is a digital fintech company focused on delivering innovative financial solutions while adhering to compliance and operational efficiency [5] - Chaince Securities Inc., founded in 2023, serves clients in traditional financial and brokerage sectors and plans to expand its services through the acquisition of J.V. Delaney & Associates [6]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares, par value US$0.004 per share MFH The Nasdaq Capital Market FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT ...

Financial Performance - Total revenue for 2022 was $863,000, a 23% increase from $670,000 in 2021[15] - Cryptocurrency mining revenue increased to $783,000 in 2022 from $664,000 in 2021, reflecting a 18% growth[15] - Total cost of revenue for 2022 was $1,381,000, compared to $703,000 in 2021, resulting in a gross loss of $517,000[15] - Total operating expenses for 2022 were $5,368,000, a significant increase from $13,274,000 in 2021[15] - The net loss attributable to holders of ordinary shares for 2022 was $5,635,000, compared to $21,666,000 in 2021, indicating a reduction in losses[15] Asset and Liability Changes - Total current assets increased to $7,516,000 in 2022 from $1,742,000 in 2021, showing a substantial growth[17] - Total assets rose to $18,893,000 in 2022, up from $9,020,000 in 2021, indicating strong asset growth[17] - Total liabilities increased to $2,064,000 in 2022 from $1,372,000 in 2021, reflecting a rise in financial obligations[17] Regulatory and Compliance Issues - The company restated financial statements for 2021 due to changes in impairment testing methods for cryptocurrencies[16] - The company is subject to changing laws and regulations in China, which may increase operating costs and compliance risks[23] - The PRC government extensively regulates the internet industry, which could negatively impact the company's operations in China[86] - New laws and regulations may require additional licenses for the company's China subsidiaries, and failure to comply could result in penalties[86] - The interpretation of existing PRC laws creates substantial uncertainties regarding the legality of foreign investments in internet businesses in China[87] Business Operations and Strategy - The blockchain technical services business did not generate any revenue in 2022 due to the cessation of operations and loss of the technical team[32] - The company commenced cryptocurrency mining operations in the U.S. in December 2022, expanding its business line[28] - The company is actively exploring acquisition prospects to enhance its market coverage and capabilities, but may face operational and financial risks in doing so[43] - The company has shifted its business focus outside of the PRC due to adverse regulatory changes affecting cryptocurrency transactions[46] - The company plans to develop a cryptocurrency mining business through its subsidiary Golden Nation Ltd. in 2022[164] Competition and Market Challenges - The company faces intense competition in the blockchain industry and must adapt to changing customer requirements and emerging industry standards[1] - The competitive landscape includes major players like Uniswap and Huobi, necessitating continuous innovation from the company to maintain its market position[210] - There is a global shortage of high-end computer components necessary for cryptocurrency mining, which could hinder the company's ability to compete effectively[70] Risks and Uncertainties - The company has limited insurance coverage, which could result in losses from liability claims or business interruptions[1] - The company is subject to significant risks related to the reliability and security of blockchain technology, which could adversely affect its operations[35] - The company faces risks from natural disasters and health epidemics, which could significantly disrupt operations and affect overall business performance[85] - The company has experienced reputational damage due to the detention of former officers, which may impact its ability to maintain existing customers[51] Shareholder and Market Compliance - The company regained compliance with Nasdaq's minimum bid requirement on June 5, 2020, after the closing bid price of its ADSs was at least $1.00 for ten consecutive business days[136] - The company received a deficiency notice from Nasdaq on May 13, 2022, for failing to file Form 20-F, but regained compliance on June 22, 2022[138] - The company is subject to additional scrutiny under the "Holding Foreign Companies Accountable Act," which could affect the trading of its shares if auditors are not inspected by the PCAOB[124] Future Plans and Developments - The company plans to develop online and traditional brokerage services through its new U.S. subsidiary, Chaince Securities, Inc.[186] - The company aims to obtain a "BitLicense" from the New York State Department of Financial Services for digital currency-related activities, although no assurances can be provided[179] - The company is pursuing recovery of seized digital assets, which it believes were wrongfully impounded by the Public Security Bureau[186]

Financial Performance - Total revenues for 2021 were $670,000, a decrease of 52% from $1,402,000 in 2020[20] - Gross loss for 2021 was $(33,000), compared to a gross profit of $1,323,000 in 2020[20] - Net loss for 2021 was $(20,746,000), significantly higher than the net loss of $(1,651,000) in 2020[20] - Total current assets decreased to $1,742,000 in 2021 from $2,471,000 in 2020[23] - Total liabilities increased to $1,372,000 in 2021 from $708,000 in 2020[23] - The company recognized an impairment of intangible assets of $(2,124,000) in 2021, compared to $(835,000) in 2020[20] - The company recognized an impairment loss of $8,107,014 for goodwill in 2021 due to the discontinuation of operations in mainland China[47] Business Operations and Strategy - The company divested its PRC companies related to digital currency business, completed on January 15, 2022[22] - The company commenced cryptocurrency mining operations in 2021 and plans to expand this line of business in the U.S.[44] - Regulatory changes in China have forced the company to shift its business focus outside of the PRC, impacting its operational strategy[61] - The company acquired Mercurity Limited in May 2019 and NBpay Investment Limited in March 2020 to strengthen its blockchain capabilities[45] - The company acquired Join Me Group (HK) Investment Company Limited in June 2015 and divested its B2C business in September 2015, indicating a focus on strategic acquisitions and divestitures[146] Risks and Challenges - The company faces significant risks due to limited operating history and a limited customer base[25] - The company may encounter unforeseen costs and difficulties during business restructuring and acquisitions[26] - Regulatory changes in China regarding blockchain and digital assets may adversely affect the company's operations[27] - The company has a limited operating history in the blockchain industry, making it difficult to evaluate future prospects and increasing risks of failure[43] - The company faces inherent risks in the blockchain industry, including reliability, security, and regulatory risks that may affect service provision[50] - The company may encounter significant financial costs and operational risks when managing acquisitions or disposals of business lines[57] - The company faces intense competition in the blockchain industry, with competitors potentially introducing superior trading platforms and solutions[71] - The company is experiencing a worldwide shortage of high-end computer components necessary for cryptocurrency mining, which could impact its mining operations[85] - The company has limited ability to protect its intellectual property rights in the PRC, which could lead to potential infringement issues and associated costs[90] - The company may face allegations of intellectual property rights infringement, which could result in costly legal disputes and loss of rights[93] - The company may face infringement claims related to its technologies, products, and services, which could lead to costly disputes and lawsuits[94] - The company faces risks from natural disasters and health epidemics that could disrupt operations and impact results[102] Regulatory and Compliance Issues - The company is subject to evolving PRC regulations regarding internet businesses, which could impose additional compliance costs and operational challenges[104] - The PRC legal system presents uncertainties that could affect the company's ability to enforce rights and comply with regulations, potentially increasing operating costs[109] - The company must comply with SAFE regulations regarding offshore investments, which could restrict its ability to distribute profits and conduct cross-border activities[133] - Non-compliance with PRC regulations on share options could lead to fines and legal sanctions for the company and its employees[139] - The heightened scrutiny over acquisition transactions by PRC tax authorities may negatively impact the company's operations and investment value[140] - The company may incur penalties if its internet content is deemed to violate PRC laws, which could adversely affect its business operations[115] - The company anticipates continued costs and management time dedicated to compliance with the Sarbanes-Oxley Act and other regulatory requirements[100] - The company is subject to evolving cybersecurity and data privacy regulations in the PRC, which could result in government enforcement actions and operational disruptions if compliance is not met[151] - The newly enacted "Holding Foreign Companies Accountable Act" may impose additional criteria on the company's auditors, affecting the company's compliance and reporting[159] - The company's auditors are not inspected by the PCAOB, which may deprive investors of the benefits of such inspections and raise concerns about audit quality[161] - The company may experience operational disruptions if required to undergo a cybersecurity review by the CAC, which could negatively impact share trading prices[152] Shareholder and Market Considerations - The company has not established employment agreements with senior management, which could lead to disruptions if key personnel leave or join competitors[88] - The company has incurred significant legal, accounting, and compliance costs as a public entity, which are expected to increase due to the loss of emerging growth company status[210] - The company faces potential delisting from Nasdaq if it cannot meet PCAOB inspection requirements for its audit reports[166] - The Chinese government has significant control over business operations, which could impact the company's ability to list on Nasdaq in the future[167] - The company received a deficiency notice from Nasdaq on May 13, 2022, for failing to file Form 20-F, risking delisting if compliance is not regained[183] - The company regained compliance with Nasdaq's minimum bid requirement as of June 5, 2020, but future compliance is uncertain[181] - If the market value of publicly held shares falls below $1 million for 30 consecutive business days, the company may face delisting[178] - The company is exempt from certain Nasdaq corporate governance standards due to its status as a foreign private issuer[184] - The voting rights of ADS holders are limited, requiring them to provide instructions to the depositary, which may not always be timely or effective[204][205] - Shareholders have limited rights under Cayman Islands law to inspect corporate records and accounts, which may hinder their ability to gather necessary information for shareholder motions[202] - The depositary of the company's ADSs may decide not to distribute certain dividends or distributions if deemed impractical or unlawful, potentially affecting shareholder returns[195][206] Operational Developments - The company changed its name to "Mercurity Fintech Holding Inc." in April 2020 to align with its blockchain-based business[215] - In October 2021, the company incorporated Golden Nation Ltd. to develop a cryptocurrency mining business[216] - The company entered into a cloud computing power purchase agreement with Carpenter Creek LLC for bitcoin mining[217] - The Board of the company underwent reorganization in 2022, with key resignations due to personal reasons and criminal investigations unrelated to their roles[218]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...