比特矿业美股招股说明书(2024-11-06版)

Up to US$9,600,000 Class A Ordinary Shares Represented by American Depositary Shares Wehave entered into an at-the-market offering agreement(the“Sales Agreement”)with H.C.Wainwright & Co., LLC, as sales agent or principal (the “Manager”), dated as of November 6, 2024, relating to theoffer and sale of our American Depositary Shares (the “ADSs”), each representing one hundred Class A ordinaryshares, par value US$0.00005 per share, from time to time through or to the Manager. In accordance with the termsof the Sales Agreement and pursuant to this prospectus supplement and accompanying prospectus, we may offer andsell ADSs having a maximum aggregate offering price of up to US$9,600,000 from time to time through or to theManager in this offering (the “Offering”). There is no assurance that we will sell any or all ADSs pursuant to thisprospectus supplement and the accompanying prospectus. Our ADSs are listed on the New York Stock Exchange (the “NYSE”) under the symbol “BTCM.” OnNovember 5, 2024, the last reported closing trading price for our ADSs, as reported on the NYSE, was US$2.72 perADS. Assuming sales at an assumed offering price of US$2.72 per ADS, the maximum number of ADSs that maybe offered in this Offering pursuant to this prospectus supplement and accompanying prospectus would be 3,529,411ADSs, subject to adjustment based on the price at which the ADSs may be sold from time to time during thisOffering and the requirement of General Instruction I.B.5 of Form F-3. Sales of the ADSs, if any, under this prospectus supplement and the accompanying prospectus may bemade by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under theSecurities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE orany other existing trading market in the United States for ADSs representing our Class A ordinary shares, salesmade to or through a market maker other than on an exchange or otherwise, directly to the Manager as principal, innegotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing marketprices and/or in any other method permitted by law. If we and the Manager agree on any method of distributionother than sales of ADSs representing our Class A ordinary shares on or through the NYSE or another existingtrading market in the United States at market prices, we will file a further prospectus supplement providing allinformation about such offering as required by Rule 424(b) under the Securities Act. Under the Sales Agreement,the Manager is not required to sell any specific number or dollar amount of our ADSs, but will, pursuant to ourinstructions, act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices and applicable laws and regulations, on the terms and subject to the conditions stated in the SalesAgreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. ThisOffering pursuant to this prospectus supplement will terminate upon the earlier of (1) the sale of all the ADSspursuant to this prospectus supplement having an aggregate offering price of up to US$9,600,000 and (2) thetermination by us or the Manager of the Sales Agreement pursuant to its terms. See “Plan of Distribution.” The cash compensation to the Manager will be at a fixed commission rate of 3.0% of the gross sales priceof the ADSs sold through the Manager pursuant to the Sales Agreement. See “Plan of Distribution” beginning onpage S-24 for additional information regarding the compensation to be paid to the Manager. In connection with thesale of the ADSs on our behalf, the Manager may be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of such Manager may be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to the Manager with respect to certain liabilities,including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). We have also agreed to reimburse certain of the Manager’s expenses in connection with this Offering asfurther described in the “Plan of Distribution” section beginning on page S-24 of this prospectus supplement. Under the registration statement to which this prospectus supplement forms a part, we may not sell oursecurities in a primary offering with a value exceeding one-third of our public float in any twelve-calendar monthperiod (unless our public float rises to US$75.0 million or more). The aggregate market value of our outstandingordinary shares held by non-affiliates is approximately US$29 million, based on 1,154,406,589 shares issued andoutstanding, of which 984,046,920 Class A ordinary shares are held by non-affiliates, and the price of US$2.95 perADS based on the closing sale price of our ADSs on October 28, 2024, which is the highest