UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~ 26October 20, 2015

SINO MERCURY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36592	46-5234036
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

China Offices

7/F Metropolis Tower,

No.2 Dongsan Street, Zhongguancun Xi Zone

Haidian District, Beijing, 100080, China

United States Offices

590 Madison Avenue, 21st Floor

New York, New York 10022

(Address of principal executive offices)

In China: (86)10-6260 2461

In the United States: (646) 480-9882

(Issuer’s telephone number)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

~~SINO~~☐ Soliciting ~~MERCURY~~material ~~ACQUISITION~~pursuant ~~CORP.~~to ~~(“SINO”)~~Rule ~~INTENDS~~14a-12 TOunder ~~HOLD~~the ~~PRESENTATIONS~~Exchange ~~FOR~~Act ~~CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING SINO’S SECURITIES, IN CONNECTION WITH THE PROPOSED TRANSACTION WITH WINS FINANCE GROUP LTD.~~ (~~“WINS”),~~17 ASCFR ~~DESCRIBED IN THE CURRENT REPORT ON FORM 8-K FILED BY SINO ON APRIL 27, 2015~~240. ~~THE EXHIBIT INCLUDED IN THIS CURRENT REPORT ON FORM 8~~14a-~~K MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.~~12)

~~STOCKHOLDERS~~☐ Pre-commencement OFcommunications ~~SINO~~pursuant ~~AND OTHER INTERESTED PERSONS ARE ADVISED~~to TORule ~~READ, WHEN AVAILABLE, SINO’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT AND THE REGISTRATION STATEMENT TO BE FILED BY SINO’S WHOLLY~~14d-~~OWNED SUBSIDIARY, WINS FINANCE HOLDINGS INC.~~ 2(~~“HOLDCO”~~b), INunder ~~CONNECTION~~the ~~WITH~~Exchange ~~SINO’S SOLICITATION~~Act OF(17 ~~PROXIES~~CFR ~~FOR THE SPECIAL MEETING BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION~~240. ~~SUCH PERSONS CAN ALSO READ SINO’S FINAL PROSPECTUS, DATED AUGUST 26, 2014, AND SINO’S ANNUAL REPORT ON FORM 10~~14d-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE SINO OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE TRANSACTIONS DESCRIBED HEREIN. SINO’S DEFINITIVE PROXY STATEMENT AND PROSPECTUS INCLUDED IN HOLDCO’S REGISTRATION STATEMENT WILL BE MAILED TO SECURITYHOLDERS OF SINO AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE TRANSACTIONS DESCRIBED IN THIS REPORT. SECURITYHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENTS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: SINO MERCURY ACQUISITION CORP., 590 MADISON AVENUE, 21ST FLOOR, NEW YORK, NEW YORK 10022. THESE DOCUMENTS, ONCE AVAILABLE, AND SINO’S IPO FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE 2(~~http://www.sec.gov~~b).)

~~CERTAIN~~☐ Pre-commencement OFcommunications ~~WINS’~~pursuant ~~FINANCIAL INFORMATION AND DATA CONTAINED~~to INRule ~~THE EXHIBITS HERETO ARE UNAUDITED AND/OR WERE PREPARED BY WINS AS A PRIVATE COMPANY AND DO NOT CONFORM TO SEC REGULATION S~~13e-~~X. ACCORDINGLY,~~4(c) ~~SUCH~~under ~~INFORMATION~~the ~~AND~~Exchange ~~DATA~~Act ~~MAY~~(17 BECFR ADJUSTED AND PRESENTED DIFFERENTLY IN WINS’S PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND HOLDCO’S REGISTRATION STATEMENT TO SOLICIT STOCKHOLDER APPROVAL OF THE TRANSACTIONS DESCRIBED HEREIN AND TO REGISTER THE SHARES TO BE ISSUED TO SINO SECURITYHOLDERS IN CONNECTION THEREWITH240.13e 4(c))

~~ADDITIONAL~~Item 5.07. Submission ~~INFORMATION~~of ~~AND~~Matters ~~FORWARD-LOOKING~~to ~~STATEMENTS~~a Vote of Security Holders.

~~This report and~~On ~~the~~October ~~exhibits~~20, ~~hereto~~2015, ~~are~~Sino ~~not~~Mercury aAcquisition ~~proxy~~Corp. ~~statement~~(the or“Company”) ~~solicitation~~held of a ~~proxy,~~special ~~consent~~meeting orof ~~authorization~~its ~~with respect to any securities~~stockholders or in ~~respect~~lieu of ~~the proposed transaction and shall not constitute~~ an ~~offer~~annual tomeeting ~~sell~~(the or“Meeting”). aAt ~~solicitation of an offer to buy~~ the ~~securities of SINO~~Meeting, ~~holdco~~the orCompany’s ~~WINS,~~stockholders ~~nor~~considered ~~shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,~~the orfollowing ~~sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.~~proposals:

1. A proposal to adopt the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of April 24, 2015 and amended on May 5, 2015, by and among the Company, Wins Finance Holdings Inc., a wholly owned subsidiary of the Company (“Holdco”), Wins Finance Group Ltd. (“WFG”) and the shareholders of WFG, which, among other things, provides for (a) the merger of the Company with and into Holdco, with Holdco surviving the merger and (b) an exchange by the shareholders of WFG of 100% of the ordinary shares of WFG for cash and ordinary shares of Holdco, and to approve the business combination contemplated by the Merger Agreement. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For				Against				Abstain				Broker Non-Votes
	5,187,670				64,142				0				0

In connection with this vote, the holders of 1,012,379 shares of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion price of $10.00 per share, for an aggregate conversion amount of $10,123,790, in connection with the completion of the transactions.

2. A proposal to approve the following differences between the constitutional documents of Holdco to be in effect following the transactions and the current amended and restated certificate of incorporation of Sino:

a. The name of the new public entity will be “Wins Finance Holdings Inc.” as opposed to “Sino Mercury Acquisition Corp.” The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For				Against				Abstain				Broker Non-Votes
	5,185,670				62,515				3,627				0

~~This report and the exhibits hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U~~b.~~S. Private~~ Holdco ~~Securities~~will ~~Litigation~~have ~~Reform~~100,000,000 ~~Act~~authorized ofordinary ~~1995.~~shares ~~WINS’S actual results may differ from its expectations, estimates~~ and ~~projections and~~1, ~~consequently~~000,000 ~~you~~authorized ~~should~~preferred ~~not~~shares, ~~rely on these forward looking statements~~ as ~~predictions~~opposed ofto ~~future~~the ~~events.~~Company ~~Words such as “expect,”~~having ~~“estimate~~25,~~” “project~~000,”000 ~~“budget,”~~authorized ~~“forecast,”~~shares ~~“anticipate,”~~of ~~“intend,” “plan,”~~common ~~“may,”~~stock ~~“will,”~~and ~~“could~~1,~~” “should~~000,”000 ~~“believes,”~~authorized ~~“predicts,” “potential,”~~shares ~~“continue,”~~of ~~and~~preferred ~~similar~~stock. ~~expressions~~The ~~are~~following ~~intended~~is toa ~~identify such forward-looking statements.~~tabulation ~~These~~of ~~forward-looking~~the ~~statements~~votes ~~include, without limitation, SINO’S and WINS’S expectations~~ with respect to ~~future performance~~this proposal, ~~anticipated~~which ~~financial~~was ~~impacts~~approved ~~of the TRANSACTIONS DESCRIBED HEREIN; approval of the transactions~~ by ~~security holders;~~ the ~~satisfaction~~Company’s ~~of the closing conditions to the transactions; and the timing of the completion of the transactions.~~ stockholders:

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions; natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the business in which WINS is engaged; fluctuations in customer demand; general economic conditions; and geopolitical events and regulatory changes. Other factors include the possibility that the TRANSACTIONS do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.

For				Against				Abstain				Broker Non-Votes
	5,185,519				62,666				3,627				0

~~The foregoing list of factors is not exclusive~~c. Holdco’s ~~Additional~~corporate ~~information~~existence ~~concerning~~will ~~these~~be ~~and~~perpetual ~~other~~as ~~risk~~opposed ~~factors~~to isthe ~~contained in sino~~Company’s ~~most~~corporate ~~recent filings~~existence ~~with~~terminating ~~the~~if ~~SEC.~~a ~~All subsequent written and oral forward-looking statements concerning SINO and WINS, the transactions DESCRIBED~~business ~~HEREIN~~combination oris ~~other~~not ~~matters~~consummated ~~and attributable to SINO and WINS or any person acting on their behalf are expressly qualified in their entirety~~ by the ~~cautionary~~Company ~~statements~~within ~~above.~~a ~~Readers~~specified ~~are~~period ~~cautioned~~of ~~not~~time. toThe ~~place~~following ~~undue~~is ~~reliance~~a ~~upon~~tabulation ~~any forward-looking statements, which speak only as~~ of the ~~date~~votes ~~made. Neither SINO, HOLDCO nor WINS undertake or accept any obligation or undertaking to release~~with ~~publicly~~respect ~~any updates or revisions~~ to ~~any~~this ~~forward-looking statement to reflect any change in their expectations or any change in events~~proposal, ~~conditions or circumstances on~~ which ~~any~~was ~~such~~approved ~~statement~~by isthe ~~based.~~Company’s stockholders:

For				Against				Abstain				Broker Non-Votes
	5,185,670				62,515				3,627				0

d. Holdco’s amended and restated memorandum and articles of association will not include the various provisions applicable only to specified purpose acquisition corporations that the Company’s amended and restated certificate of incorporation contains. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For				Against				Abstain				Broker Non-Votes
	5,185,670				62,515				3,627				0

3. A proposal to approve the Holdco 2015 Long-Term Incentive Equity Plan, which authorizes the award of share-based incentives in order to attract, retain, motivate, and reward certain key employees, officers, directors, and consultants of Holdco. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For				Against				Abstain				Broker Non-Votes
	5,185,119				63,066				3,627				0

Because the proposal to adopt the Merger Agreement and to approve the business combination contemplated by the Merger Agreement was approved, the proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies was not presented at the Meeting.

Item 7.01 . Regulation FD Disclosure.

~~The~~On October ~~updated~~21, ~~presentation~~2015, ~~attached~~the asCompany ~~Exhibit 99.1~~issued toa ~~this~~press ~~Current~~release ~~Report~~announcing ~~may~~that beit ~~used~~had bycompleted ~~Sino~~the ~~for~~business ~~meetings~~combination with ~~its~~WFG ~~stockholders~~as ~~and~~contemplated by ~~other~~the ~~interested~~Merger ~~persons~~Agreement. inThe ~~connection~~press ~~with its~~release ~~proposed~~is ~~business~~included ~~combination~~as ~~with~~Exhibit ~~Wins~~99.1 to this Current Report and is incorporated herein by reference.

The information in Item 7.01 of this Current Report, including the exhibit ~~attached~~relating ~~hereto~~thereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including the exhibit relating thereto, shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 9.01 . Financial Statements, ~~Pro Forma Financial Information~~ and Exhibits.

(d) Exhibits:

Exhibit No.		Description

99.1		Press release.

Exhibit		Description
99.1		Investor Presentation.

4SIGNATURE

~~SIGNATURE~~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 hereunto duly authorized.

~~Pursuant~~Dated: ~~to the requirements~~October ~~of the Securities Exchange Act of 1934~~21, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2015

~~Dated~~SINO MERCURY ACQUISITION CORP. By: ~~August~~/s/ ~~26,~~Jianming ~~2015~~Hao Name: Jianming Hao Title: Executive Chairman of the Board and Chief Executive Officer

~~SINO MERCURY ACQUISITION CORP. By: /s/ Jianming Hao Name: Jianming Hao Title: Executive Chairman of the Board and Chief Executive Officer~~5

5EXHIBIT INDEX

Exhibit No.		Description

99.1		Press release.

Filing Compare · SINO MERCURY ACQUISITION CORP.