CORRESP Filing
Chaince Digital Holdings Inc.
Date: June 16, 2025 · CIK: 0001527762 · Accession: 0001641172-25-015253
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287428
Referenced dates: June 3, 2025
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Crypto Assets Mercurity Fintech Holding Inc. Registration Statement on Form F-3 Filed May 20, 2025 File No. 333-287428
Dear Ms. Irene Paik and Ms. Sonia Bednarowski:
Please find below our responses to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") in its letter of comments dated June 3, 2025 (the " Comment Letter ") relating to the Registration Statement on Form F-3 (" Registration Statement "), which was filed with the Commission by Mercurity Fintech Holding Inc. (the " Company " or " we ") on May 20, 2025. The Company is concurrently filing Amendment No. 1 to the Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in Registration Statement.
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 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.
Response: Please refer to the revised title "Prospectus Summary" of such section and the revised disclosures in the added sections " Recent PRC Regulatory Developments " and " Cash and Non-Cash Asset Transfers ".
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.
Response: Please refer to the revised disclosure on the cover page. Due to the offsetting of both cash and non-cash transactions at the consolidated financial statement level, information regarding such transfers were not disclosed in our annual report on 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."
Response: Please refer to the revised disclosure on the cover page.
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 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.
Response: Please refer to the revised disclosures in the section "Summary of Risk Factors" at page 13.
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.
Response: Please refer to the revised disclosure in the section titled "Enforceability of Civil Liabilities". Please also refer to the Hong Kong counsel's consent at Exhibit 23.4.
Should you have any questions regarding the foregoing, please do not hesitate to contact the Company's counsel, Huan Lou, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 810-2187.
Very
truly yours,
For
and on behalf of
Mercurity
Fintech Holding Inc.
By:
/s/
Shi Qiu
Show Raw Text
CORRESP
1
filename1.htm
Mercurity
Fintech Holding Inc.
1330
Avenue of the Americas, Fl 33,
New
York, NY 10019
June
16, 2025
Securities
and Exchange Commission
Division
of Corporate Finance
Office
of Crypto Assets
100
F Street, NE
Washington,
D.C. 20549
Attn:
Ms. Irene Paik and Ms. Sonia Bednarowski
Re:
Mercurity
Fintech Holding Inc.
Registration
Statement on Form F-3
Filed
May 20, 2025
File
No. 333-287428
Dear
Ms. Irene Paik and Ms. Sonia Bednarowski:
Please
find below our responses to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its letter of comments dated June 3, 2025 (the " Comment Letter ") relating
to the Registration Statement on Form F-3 (" Registration Statement "), which was filed with the Commission by Mercurity
Fintech Holding Inc. (the " Company " or " we ") on May 20, 2025. The Company is concurrently filing
Amendment No. 1 to the Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in Registration Statement.
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 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.
Response:
Please refer to the revised title "Prospectus Summary" of such section and the revised disclosures in the added sections
" Recent PRC Regulatory Developments " and " Cash and Non-Cash Asset Transfers ".
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.
Response:
Please refer to the revised disclosure on the cover page. Due to the offsetting of both cash and non-cash transactions at the consolidated
financial statement level, information regarding such transfers were not disclosed in our annual report on 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."
Response:
Please refer to the revised disclosure on the cover page.
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 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.
Response:
Please refer to the revised disclosures in the section "Summary of Risk Factors" at page 13.
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.
Response:
Please refer to the revised disclosure in the section titled "Enforceability of Civil Liabilities". Please also refer to
the Hong Kong counsel's consent at Exhibit 23.4.
Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company's counsel, Huan Lou, Esq. of Sichenzia
Ross Ference Carmel LLP at (646) 810-2187.
Very
truly yours,
For
and on behalf of
Mercurity
Fintech Holding Inc.
By:
/s/
Shi Qiu
Name:
Shi
Qiu
Title:
Chief
Executive Officer