茗韵堂美股招股说明书(2023-07-19版)

BIT BROTHER LIMITED 200,000,000 Class A Ordinary Shares We are offering 200,000,000 of our Class A ordinary shares, no par value, to certain accredited investors ata price of $0.25 per share pursuant to this prospectus supplement and the accompanying prospectus. Our Class A ordinary shares are listed on the NASDAQ Capital Market under the symbol “BTB.” On July14, 2023, the closing sale price of our Class A ordinary shares was $0.582 per share. Investing in our securities involves a high degree of risk. You should purchase our securities only ifyou can afford a complete loss of your investment. See “Risk Factors” beginning on page S-5 of thisprospectus supplement and on page 4 of the accompanying prospectus. Neither the Securities and Exchange Commission (the “Commission” or “SEC”) nor any statesecurities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contraryis a criminal offense. We expect that delivery of the securities being offered pursuant to this prospectus supplement and theaccompanying prospectus will be made on or about July 18, 2023, subject to customary closing conditions. The date of this prospectus supplement is July 14, 2023 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-8DIVIDEND POLICYS-8CAPITALIZATIONS-9DESCRIPTION OF OUR SECURITIES WE ARE OFFERINGS-10PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-11EXPERTSS-11INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-11 WHERE YOU CAN FIND MORE INFORMATIONS-12ENFORCEABILITY OF CIVIL LIABILITIESS-12INDEMNIFICATION FOR SECURITIES ACT LIABILITIESS-12 Prospectus PageAbout this Prospectus1Note Regarding Forward-Looking Statements2Our Business2Risk Factors4Use of Proceeds10Dilution10Description of Share Capital10Description of Ordinary Shares and Preferred Shares11Description of Warrants12Description of Debt Securities14Description of Rights18Description of Units19Plan of Distribution20Legal Matters22Experts22Financial Information22Information Incorporated by Reference23Where You Can Find More Information23Enforceability of Civil Liabilities24Indemnification for Securities Act Liabilities24 Youshould rely only on the information contained in this prospectus supplement and theaccompanying prospectus. We have not authorized anyone else to provide you with additional or differentinformation. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offersand sales are permitted. You should not assume that the information in this prospectus supplement or theaccompanying prospectus is accurate as of any date other than the date on the front of those documents orthat any document incorporated by reference is accurate as of any date other than its filing date. No action is being taken in any jurisdiction outside the United States to permit a public offering ofthe ordinary shares or possession or distribution of this prospectus supplement or the accompanyingprospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or theaccompanying prospectus in jurisdictions outside the United States are required to inform themselves aboutand to observe any restrictions as to this offering and the distribution of this prospectus supplement and theaccompanying prospectus applicable to that jurisdiction. ABOUT THIS PROSPECTUS SUPPLEMENT On May 28, 2021, we filed with the SEC a registration statement on Form F-3 (File No. 333- 256628), asamended, utilizing a shelf registration process relating to the securities described in this prospectus supplement,which registration statement was declared effective on June 8, 2021. Under this shelf registration process, we may,from time to time, issue up to $200 million in the aggregate of ordinary shares, preferred shares, debt securities,warrants, and units and rights. On July 20, 2021, we filed with the SEC a prospectus supplement where we offered an aggregate of 1,500,000 of our ordinary shares and warrants to purchase up to 1,500,000 ordinary shares (each ona post-reverse split basis). On January 20, 2023, we filed with the SEC a prospectus supplement where we offeredan aggregate of 1,569,444 of our Class A ordinary shares and warrants to purchase up to 2,354,166 Class A ordinaryshares. Approximately $137.3 million will remain available for sale as of the date of this prospectus supplement. This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this securities offering and also adds to and updates information contained in the accompanying prospectusand the documents incorporated by reference into the prospectus. The second part, the accompanying prospectus,gives more general information, some of whic