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 June 3, 2025

Shi Qiu
Chief Executive Officer
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
New York, NY 10019

 Re: Mercurity Fintech Holding Inc.
 Registration Statement on Form F-3
 Filed May 20, 2025
 File No. 333-287428
Dear Shi Qiu:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3
General

1. Please include a prospectus summary heading pursuant to Item 3 of Form
F-3. In the
 prospectus summary, please also address the following:
 Disclose each permission or approval that you or your subsidiaries
are required to
 obtain from Chinese authorities to operate your business and to
offer the securities
 being registered to foreign investors. State whether you or your
subsidiaries are
 covered by permissions requirements from the China Securities
Regulatory
 Commission (CSRC), Cyberspace Administration of China (CAC) or any
other
 governmental agency that is required to approve your company's
operations, and
 state affirmatively whether you have received all requisite
permissions or
 approvals and whether any permissions or approvals have been denied.
Please
 also describe the consequences to you and your investors if you or
your
 June 3, 2025
Page 2

 subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
 inadvertently conclude that such permissions or approvals are not
required, or (iii)
 applicable laws, regulations, or interpretations change and you are
required to
 obtain such permissions or approvals in the future.
 Provide a clear description of how cash is transferred through
your organization.
 Disclose your intentions to distribute earnings or settle amounts
owed under your
 operating structure. Quantify any cash flows and transfers of other
assets by type
 that have occurred between the holding company and its subsidiaries,
and
 direction of transfer. Quantify any dividends or distributions that
a subsidiary has
 made to the holding company and which entity made such transfer, and
their tax
 consequences. Similarly quantify dividends or distributions made to
U.S.
 investors, the source, and their tax consequences. Please also
disclose whether
 you have cash management policies that dictate how and when funds
are
 transferred or distributed. Your disclosure should make clear if no
transfers,
 dividends, or distributions have been made to date. Describe any
restrictions on
 foreign exchange and your ability to transfer cash between entities,
across
 borders, and to U.S. investors. Describe any restrictions and
limitations on your
 ability to distribute earnings from the company, including your
subsidiaries, to the
 parent company and U.S. investors as well as the ability to settle
amounts owed
 under applicable agreements. If no difficulties are identified, then
state that there
 is no assurance that the PRC government will not intervene or impose
restrictions
 on your company s ability to transfer cash into or out of China
and/or Hong
 Kong.
Cover Page

2. Provide a description of how cash is transferred through your
organization and
 disclose your intentions to distribute earnings or settle amounts owed
under applicable
 agreements. State whether any transfers, dividends, or distributions
have been made to
 date between the holding company and its subsidiaries, or to investors,
and quantify
 the amounts where applicable. In addition, provide cross-references to
the
 consolidated financial statements in your Form 20-F filed April 30,
2025.
3. We note your disclosure on the cover page that "[t]o a certain extent,
we are subject to
 legal and operational risks associated with having part of our
operations, in mainland
 China, including risks related to the legal, political and economic
policies of the
 Chinese government, the relations between China and the United States,
and changes
 in Chinese laws and regulations." Please revise to remove the words
"[t]o a certain
 extent."
Summary of Risk Factors
Risks Relating to Doing Business in the PRC, page 6

4. In this section, disclose in more detail the risks that your corporate
structure and
 having the company s operations in China and Hong Kong poses to
investors, with
 cross-references to the more detailed discussion of these risks in your
Form 20-F filed
 April 30, 2025. For example, specifically discuss the risk that the
Chinese government
 may intervene or influence your operations at any time, which could
result in a
 June 3, 2025
Page 3

 material change in your operations and/or the value of the securities
you are
 registering for sale. Acknowledge any risks that any actions by the
Chinese
 government to exert more oversight and control over offerings that are
conducted
 overseas and/or foreign investment in China-based issuers could
significantly limit or
 completely hinder your ability to offer or continue to offer securities
to investors and
 cause the value of such securities to significantly decline or be
worthless.
Enforceability of Civil Liabilities, page 27

5. We note that your enforceability of civil liabilities discussion
addressing the
 enforceability of civil liabilities in Hong Kong. Please revise to
disclose how you
 arrived at your conclusions with respect to such discussion. To the
extent that you
 relied on an opinion of counsel, please identify counsel and include
counsel's consent
 as an exhibit.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Irene Paik at 202-551-6553 or Sonia Bednarowski at
202-551-3666
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Huan Lou, Esq.
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