Bitfarms Ltd美股招股说明书(2025-01-28版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Stockholders of Stronghold Digital Mining, Inc.: On August 21, 2024, Stronghold Digital Mining, Inc. (“Stronghold”) entered into an Agreement and Plan ofMerger (the “initial merger agreement”) with Bitfarms Ltd. (“Bitfarms”), Backbone Mining Solutions LLC, anindirect, wholly-owned subsidiary of Bitfarms (“BMS”) and HPC & AI Megacorp, Inc., a direct, wholly-ownedsubsidiary of BMS (“Merger Sub”), which was amended by amendment no. 1 thereto dated as of September 12,2024 (“amendment no. 1,” and together with the initial merger agreement and as may be further amended fromtime to time, the “merger agreement”). The merger agreement provides for the combination of Stronghold andBitfarms through a stock-for-stock merger, after which Stronghold will become an indirect, wholly-ownedsubsidiary of Bitfarms (the “merger”). If the merger is completed, you will receive 2.520 common shares of Bitfarms, no par value (“Bitfarmscommonshares”)for each share of Stronghold Class A common stock,par value$0.0001 per share(“Stronghold Class A common stock”) (the “exchange ratio”), that you own (the “merger consideration”). Thisexchange ratio is fixed and will not be adjusted to reflect changes in the price of Stronghold Class A commonstock or Bitfarms common shares prior to the completion of the merger. The Bitfarms common shares issued inconnection with the merger will be listed on the Nasdaq Stock Market LLC (“Nasdaq”) and the Toronto StockExchange (the “TSX”). The value of the merger consideration will fluctuate with the market price of Bitfarms common shares. Youshould obtain current share price quotations for Stronghold Class A common stock and Bitfarms commonshares. Stronghold Class A common stock is listed on Nasdaq under the ticker symbol “SDIG,” and Bitfarmscommon shares are listed on Nasdaq and the TSX under the ticker symbol “BITF.” Based on the closing priceof Bitfarms common shares on Nasdaq of $2.36 on August 20, 2024, the last trading day before the publicannouncement of the merger agreement on August 21, 2024, the exchange ratio represented approximately$5.95 in Bitfarms common shares for each share of Stronghold Class A common stock. Based on the closingprice of Bitfarms common shares on Nasdaq of $1.40 on January 27, 2025, the latest practicable date before thedate of this proxy statement/prospectus, the exchange ratio represented approximately $3.53 in Bitfarmscommon shares for each share of Stronghold Class A common stock. Your vote is very important, regardless of the number of shares of the issued and outstandingStronghold Class A common stock and Stronghold Class V common stock, par value $0.0001 per share(“Stronghold Class V common stock” and, together with the Stronghold Class A common stock, the“Stronghold common stock”) you own.The merger cannot be completed without Stronghold stockholdersapproving and adopting the merger agreement and approving the transactions contemplated thereby, includingthe merger. Stronghold is holding a special meeting of its stockholders (the “special meeting”) to vote on theapproval and adoption of the merger agreement and the transactions contemplated thereby, including themerger. More information about Stronghold, Bitfarms, the merger agreement, the merger and the specialmeeting is contained in this proxy statement/prospectus.We encourage you to read this document carefullybefore voting, including the section entitled “Risk Factors,” beginning on page 21.Regardless of whetheryou plan to attend the special meeting, please take the time to vote your shares in accordance with theinstructions contained in this document. Pursuant to the terms of the voting agreement between Bitfarms and certain stockholders of Stronghold whobeneficially own approximately 16.4% of the Stronghold common stock issued and outstanding as of the recorddate, such Stronghold stockholders have agreed to vote in favor of approving and adopting the mergeragreement and approving the transactions contemplated thereby, including the merger, and against any proposalthat would reasonably be expected to delay the completion of the merger. Table of Contents The Stronghold board of directors unanimously recommends that Stronghold stockholders vote “FOR”the approval and adoption of the merger agreement and approval of the transactions contemplatedthereby, including the merger.Sincerely,Sincerely, /s/ Gregory A. Beard /s/ Benjamin Gagnon Benjamin GagnonChief Executive Officer and DirectorBitfarms Ltd. Gregory A. BeardChief Executive Officer and ChairmanStronghold Digital Mining, Inc. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR ANY U.S. STATE ORCANADIAN PROVINCIAL OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED ORDISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGERORDETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL ORCOMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The securities to be issued