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MERCURITY
FINTECH HOLDING INC.

1330
Avenue of the Americas, Fl 33,

New
York, NY 10019

March
1, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Crypto Assets

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Bonnie Baynes, Mr. Mark Brunhofer

    Re:
    Mercurity
    Fintech Holding Inc.

Form
20-F for the fiscal year ended December 31, 2022

Form
6-K filed December 28, 2023

File
No. 001-36896

Dear
Ms. Bonnie Baynes, Mr. Mark Brunhofer:

Reference
is made to the proposed disclosures set out in Mercurity Fintech Holding Inc.’s (the “Company” or “we”)
response letters dated August 14, 2023 and October 20, 2023, each in response to the staff (the “Staff”) of the Securities
and Exchange Commission’s (the “Commission”) comment letters dated July 17, 2023 and September 22, 2023, as
well as this letter in response to the Commission’s comment letter dated February 1, 2024 (collectively, the “Proposed
Disclosures”). The Company would like to respectfully request to incorporate such Proposed Disclosures into its annual report
on Form 20-F for the fiscal year ended December 31, 2023, which will be due by April 30, 2024, instead of filing an amendment to incorporate
the Proposed Disclosures into its annual report on Form 20-F for the fiscal year ended December 31, 2022. The reasons for this request
is as follows:

    a)
    The
    registered public accounting firm which audited the Company’s financial statements for the years ended December 31, 2020 and
    2021, Shanghai Perfect C.P.A Partnership, has withdrawn its registration with the PCAOB and will no longer be qualified to issue
    an audit report or consent letter in respect of the Cmpany’s SEC filings. Hence, if the Company were to be required to amend
    its annual report on Form 20-F for the fiscal year ended December 31, 2022, the Company will have to have its financial statements
    for the year ended December 31, 2021 reaudited by Onestop Assurance PAC, its current auditors, and such process will require the
    Company to incur significant time and expenses, and such reaudit will in no way be completed before April 30, 2024, which is the
    deadline for the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023.

    b)
    The
    Company is currently in the midst of preparing its audited financial statements for the fiscal year ended December 31, 2023, and
    will undertake to reflect all of the Proposed Disclosures in its annual report on Form 20-F for the fiscal year ended December 31,
    2023.

    c)
    The
    Company aims to file its annual report on Form 20-F for the fiscal year ended December 31, 2023 in mid-April, which will not cause
    substantial delay in making the Proposed Disclosures for the year of 2022.

In
addition, please find below our responses to the questions raised by the Staff in its letter of comments dated dated February 1, 2024
(the “Comment Letter”) relating to the annual report on Form 20-F for the year ended December 31, 2022, which was
filed with the Commission by the Company on April 25, 2023. The Company’s responses are numbered to correspond to the Staff’s
comments. For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated.

Form
20-F for the fiscal year ended December 31, 2022

Item
5. Operating and Financial Review and Prospects

D.
Trend Information, page 70

    1.
    We
    acknowledge your response to prior comment 1. Please note that we are continuing to review your response and may have further comments.

Response:
This is well noted.

Item
15. Controls and Procedures, page 101

    2.
    We
    acknowledge your response to prior comment 2. Please tell us whether the many shortcomings you identify in your response represent
    a material weakness in your internal control over financial reporting. If not, explain why not.

Response:

We
respectfully submit that the many shortcomings of the Company do reflect a material weakness in our internal control over financial reporting.
We have made some improvements and hope to make more efforts in the future to address these shortcomings.

Firstly,
the occurrence of the Wei Zhu incident reflected many shortcomings in the Company’s asset management, and we have taken some improvements
to strengthen our internal control over the asset management, as stated in our response to prior comment 2.

Secondly,
there are still many shortcomings in internal control in other aspects of the Company:

    ●
    The
    current scale of the Company’s business is relatively small, and the new businesses are still in the early stages. Certain
    team members of the Company are responsible for multiple functions, including accounting, business development and operations. Some
    of the holding company’s officers and employees also hold various positions at some of the Company’s subsidiaries.

    ●
    Our
    financial management function is yet to be improved in various aspects, including but not limited to that: a) our supervision and
    approval procedures in financial accounting and financial statement disclosure are not rigorous enough, b)we lack a comprehensive
    and effective internal audit system, and c) we do not have sufficient number of skilled financial and accounting personnel and have
    yet to provide periodic professional and business training to our current financial personnel.

We
will continuously remediate these shortcomings as the Company’s business develops and has obtained sufficient capital and human
resources:

    ●
    We
    will further promote the independence of each business entity and function to improve the internal control system of the group’s
    business structure. With the development of our business, we will continuously improve the organizational structure, enhance the
    functions of various departments, expand the workforce, and on this basis, improve the various internal control systems and processes
    of the Company.

    ●
    We
    will add an accounting manager in 2024, responsible for supervising accounting work, reviewing financial accounting content, and
    specifically responsible for preparing the Company’s financial statements, as well as assisting the CFO in the disclosure of
    financial reports. With the continuous expansion of the Company’s future business, we may recruit more personnel to meet more
    accounting and financial management needs.

    ●
    As
    the Company’s business develops, we will fill the role of the internal audit manager. The internal audit manager will be responsible
    for regularly evaluating the integrity of the Company’s internal controls, supervising the effective implementation of internal
    control systems, and reporting directly to the Audit Committee.

Consolidated
Statements of Cash Flows, page F-13

    3.
    We
    note your response to prior comment 7 regarding your reclassification of cryptocurrency cash flows to operating activities from investing
    activities in your consolidated statements of cash flows.

    Please
    provide the following:

    ●
    We
    note your response that you believe your cryptocurrency transactions are a daily business activity as they are held for sale at high
    prices. Please clarify, for each significant type of cryptocurrency:

    o
    Your
    current average holding period;

    o
    The
    shortest and longest time periods you held these crypto assets before sale; and

    o
    Provide
    an estimate of how frequently it is converted to USD for each period presented.

Response:

1）The
Company’s holdings and conversion of the crypto assets.

In
our financial statements for the year 2022, we adjusted our cash flow generated from selling crypto assets to operating cash flow, mainly
taking into account that the Company had completed the development of a crypto asset quantitative trading software in the first half
of 2022, which enabled us to enter a new stage of the Company’s crypto asset quantitative trading business development plan. Unfortunately,
the occurrence of the Wei Zhu incident caused the Company to lose control over most of its crypto assets, and hence the Company had to
suspend the operation of its crypto asset quantitative trading business due to lack of sufficient digital assets. We did not engage in
any transactions related to the crypto asset quantitative trading business between 2022 and 2023.

In
our response to prior comment 7, it was incorrect for us to treat all cryptocurrency transactions as daily business activities, and it
is necessary for us to correct this error here. In fact, only the cash flows generated by our cryptocurrency quantitative trading business
are considered daily business activities. However, the occurrence of the Wei Zhu incident resulted in the Company’s failure to
carry out cryptocurrency quantitative trading business as planned. We did not strictly distinguish the types of cryptocurrencies we sold,
but instead treated all cryptocurrency transactions as daily business activities, which was a flaw in our previous financial accounting.

There
are four transactions where the Company sold and used crypto assets to pay service fees between 2021 and 2022, which are as follows:

    ●
    In
    October 2021, the Company sold 6.86166 Bitcoins and 10,401.65 Tether USDs (“USDT”) with a book value of $336,299 and
    get $440,404 into the Company’s bank account to supplement the cash needed for daily operations. These Bitcoins were held by
    the Company for approximately one month and the USDTs (which were purchased in December 2019) were held by the Company for approximately
    22 months.

    ●
    In
    October 2021, the Company converted 3.13835862 Bitcoins into approximately 180,024 USD Coins to pay investment banking service fees,
    with a total book value of $475,114. These USD Coins were held by the Company for approximately one month.

    ●
    In
    October 2021, the Company used 1,994,462.5 USD Coins with a book value of $1,992,267 to pay Bitcoin mining cloud computing power
    fees. These USD Coins were held by the Company for approximately half a month.

    ●
    In
    January 2022, the Company sold 1,000,000 USD coins with the book value of $998,902 and get $968,934 into the Company’s bank
    account to supplement the cash needed for daily operations. These USD Coins were held by the Company for approximately three months.

Except
for the small amount of Bitcoin, USD Coins and USDTs sold by the Company before the Wei Zhu incident in exchange for cash and payment
of operational funds and expenses required for daily operations, the Company did not trade any crypto assets through quantitative trading
business during the period from 2021 to 2023. The average holding period for USD Coins sold or used for payment by the Company aforementioned
is 1.3 months, the average holding period for Bitcoin sold or used for payment by the Company aforementioned is one month, and the average
holding period for USDTs sold or used for payment by the Company aforementioned is 22 months.

After
the Wei Zhu incident, the Company failed to carry out cryptocurrency quantitative trading business as planned, nor did any other cryptocurrency
transactions occur. Therefore, it is meaningless to estimate the frequency at which the Company converts its crypto assets into US dollars
until we have sufficient controllable crypto assets to resume our crypto asset quantitative trading business.

Please
provide the following:

    ●
    As
    ASC 230 applies to all cash flows, provide us a complete analysis with reference to the specific paragraphs that support your classification
    of cryptocurrency transactions as operating cash flows. In your response, specifically explain why your related cash flows are not
    investing activities.

    ●
    Explain
    to us how the sale of 1 million USD Coins in January 2022 can be an operating activity when the cryptocurrency sold is the direct
    result of your private placement of equity in October 2021.

    ●
    Please
    tell us the events that triggered this change in classification to operating activities including when the changes were made to your
    current and future business structures.

2)
The Company’s reconsideration of the classification of cash flows generated from crypto asset transactions.

As
mentioned above, we changed our classification of cash flows generated from selling crypto assets in our financial statements for the
year 2022 mainly taking into account that the Company had completed the development of a crypto asset quantitative trading software in
the first half of 2022, which enabled us to enter a new stage of the Company’s crypto asset quantitative trading business development
plan.

We
have reconsidered the specific uses of the crypto assets owned by the Company based on our current and future business plans related
to crypto assets, and we have classified or will classify the cash flows generated from past and future transactions of these crypto
assets according to their specific uses.

In
our financial statements as of December 31, 2022, we included all sales of crypto assets as part of the quantitative trading of cryptocurrency
assets, and therefore disclosed the corresponding cash flows as operating cash flows. We have realized that this is not a rigorous approach,
and therefore we will revise our financial statements to more accurately reflect the categories of relevant cash flows. The specific
analysis is as follows:

In
the second half of 2021, the Company began to increase its cryptocurrency mining business and the business of quantitatively trading
its holdings of cryptocurrency assets as one of its main businesses. During September and October 2021, the Company acquired approximately
$5 million of Bitcoin and $5 million of USD Coin through stock issuance. As both Bitcoin and USD Coin meet the definition of intangible
assets, the Company recognized all the received Bitcoin and USD Coin as intangible assets. This situation can be considered as the Company
engaging in both non-cash financing and non-cash investment activities without generating any cash flows.

The
original plan of the Company was to use the received crypto assets as follows:

a)
The Company plans to use a portion of the crypto assets as a source of funds for daily operations, including selling these crypto assets
in exchange for monetary funds, or directly paying for goods or service fees with these crypto assets. The sale of these crypto assets
by the Company in exchange for monetary funds can be considered as the sale of intangible assets invested by the Company, which belongs
to cash inflows generated from investment activities; The direct payment of goods or service fees by the Company using these crypto assets
can be regarded as the conversion of its invested intangible assets into non-cash operating expenses, without generating any cash flow.

b)
The Company plans to use another portion of the received crypto assets as the principal for conducting quantitative trading of crypto
assets. The Company will transfer these crypto assets to a dedicated account for conducting quantitative trading of crypto assets. As
this business is likely to lead to frequent buying and selling of crypto assets, we believe that these crypto assets used for quantitative
trading are more appropriately to be accounted for as current assets measured at fair value. Due to the occurrence of the Wei Zhu incident,
all Bitcoin and USD Coin owned by the Company were improperly seized by the Sheyang County Public Security Bureau. As a result, the Company
was unable to proceed with the planned quantitative trading of crypto assets. Therefore, in the Company’s financial statements
as of December 31, 2022, the crypto assets owned by the Company were not classified and listed according to their intended use. However,
once t