424B5 1 tm2224075-1424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5)Registration No. 333-258329 Prospectus Supplement(To Prospectus Dated May 6, 2022) 15,566,665 American Depositary Shares Representing 155,666,650 Class A Ordinary SharesSeries A Warrants to Purchase up to 15,566,665 American Depositary SharesSeries B Warrants to Purchase up to 15,566,665 American Depositary SharesPlacement Agent Warrants to Purchase up to 778,333 American Depositary SharesHCW Warrants to Purchase up to 346,000 American Depositary SharesUp to 32,257,663 American Depositary Shares (representing up to 322,576,630 Class A Ordinary Sharesunderlying the Series A Warrants, the Series B Warrants, the Placement Agent Warrants and the HCW Warrants) BIT Mining Limited We are offering (1) 15,566,665 American depositary shares (the “ADSs”), and (2) certain warrants including (i) Series A warrants to purchase up to 15,566,665 ADSs (the “Series A Warrants”) and (ii) Series B warrants to purchase up to 15,566,665 ADSs (the “Series B Warrants”) (the Series A Warrants and Series B Warrants are collectively referred as the “Warrants”), to certain institutional investors (the “Offering”). The Warrants are offered together with the ADSs. The combined purchase price of each ADS and the accompanying Warrants is US$0.60. This prospectus supplement also relates to the offer and sale of up to 31,133,330 ADSs that are issuable upon exercise of the Warrants, up to 778,333 ADSs that are issuable upon the exercise of the Placement Agent Warrants (defined below) and up to 346,000 ADSs that are issuable upon the exercise of the HCW Warrants (defined below). Each ADS represents 10 Class A ordinary shares, par value US$0.00005 per share. Each Series A Warrant is exercisable for one ADS at an exercise price of US$0.66 per ADS. The Series A Warrants will be immediately exercisable and will expire on the 5th anniversary of the original issuance date. Each Series B Warrant is exercisable for one ADS at an exercise price of US$0.60 per ADS. The Series B Warrants will be immediately exercisable and will expire on the 2½th anniversary of the original issuance date. Our ADSs are listed on the New York Stock Exchange under the symbol “BTCM.” On August 17, 2022, the closing trading price for our ADSs, as reported on the New York Stock Exchange, was US$0.45 per ADS. There is no established public trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will be limited. We have retained Revere Securities LLC (the “Placement Agent”) to act as our placement agent in connection with this Offering. Except with respect to the Placement Agent Warrants, the Placement Agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and the accompanying prospectus, and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We will pay the Placement Agent a cash fee of 2% of the gross proceeds raised in the Offering. Pursuant to this prospectus supplement and the accompanying prospectus, we will also issue warrants (the “Placement Agent Warrants”) to purchase ADSs equal to 5% of the aggregate number of ADSs sold in this Offering to the Placement Agent, or its designees, as part of the compensation payable to the Placement Agent. Each Placement Agent Warrant will be exercisable at an exercise price of US$0.75 (equal to 125.0% of the price per share of the securities sold in the Offering), will become exercisable six months from the issuance date and will expire three years from the commencement of the sales pursuant to the Securities Purchase Agreement. This prospectus supplement also relates to the issuance of up to 778,333 ADSs that are issuable upon the exercise of the Placement Agent Warrants as part of the compensation payable to the Placement Agent. See “Plan of Distribution” beginning on page S-29 of this prospectus supplement for more information regarding these arrangements. Pursuant to a letter agreement between H.C. Wainwright & Co., LLC (“HCW”) and us dated June 10, 2022 (the “HCW Agreement”), HCW acted as the placement agent for an offering of our securities with certain investors pursuant to a securities purchase agreement dated June 23, 2022. This prospectus supplement also relates to the issuance to HCW of the placement agent warrants (the “HCW Warrants”) to purchase 6.0% of the aggregate number of ADSs placed with investors whom HCW had contacted during its engagement term pursuant to