比特矿业美股招股说明书(2025-05-30版)

BIT Mining Limited Up to US$7,200,000 ClassA Ordinary Shares Represented by American Depositary Shares We have entered into anat-the-market offering agreement (the “Sales Agreement”) with H.C. Wainwright& Co., LLC, as sales agent or principal (the“Manager”), dated as of November6, 2024, relating to the offer and sale of our American Depositary Shares (the “ADSs”), each representing one hundredClassA ordinary shares, par value US$0.00005 per share, from time to time through or to the Manager. In accordance with the terms of the Sales Agreement, wemay offer and sell ADSs having a maximum aggregate offering price of up to US$9.6 million from time to time through or to the Manager, less approximatelyUS$2.4 million of ADSs previously sold pursuant to our prior registration statement on FormF-3 (File No.333-258329) initially filed with the U.S. Securitiesand Exchange Commission (the “SEC”) on July30, 2021 and declared effective on May17, 2022, and the related prospectus supplement, dated November6,2024. We may offer and sell ADSs having a maximum aggregate offering price up to $7.2 million remaining under the Sales Agreement pursuant to thisprospectus supplement and accompanying prospectus 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 theNew York Stock Exchange (the “NYSE”)under the symbol “BTCM.” On May29, 2025, the last reported closing tradingprice for our ADSs, as reported on theNYSE, was US$2.01 per ADS. Assuming sales at an assumed offering price of US$2.01 per ADS, the maximum numberof ADSs that may be offered in this Offering pursuant to this prospectus supplement and accompanying prospectus would be 3,582,089 ADSs, subject toadjustment based on the price at which the ADSs may be sold from time to time during this Offering and the requirement of General Instruction I.B.5 of FormF-3. Sales of the ADSs, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted that is deemed an“at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or throughtheNYSEor any other existing trading market in the United States for ADSs representing our ClassA ordinary shares, sales made to or through a market makerother than on an exchange or otherwise, directly to the Manager as principal, in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices and/or in any other method permitted by law. If we and the Manager agree on any method of distribution other than salesof ADSs representing our ClassA ordinary shares on or through theNYSEor another existing trading market in the United States at market prices, we will file afurther prospectus supplement providing all information about such offering as required by Rule424(b)under the Securities Act. Under the Sales Agreement, theManager is not required to sell any specific number or dollar amount of our ADSs, but will, pursuant to our instructions, act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations,on the terms and subject to theconditions stated in the Sales Agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. This Offering pursuant tothis prospectus supplement will terminate upon the earlier of (1)the sale of all the ADSs pursuant to this prospectus supplement having an aggregate offeringprice of up to US$7,200,000 and (2)the termination 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 price of the ADSs sold through the Managerpursuant to the Sales Agreement. See “Plan of Distribution” beginning on pageS-23for additional information regarding the compensation to be paid to theManager. In connection with the sale of the ADSs on our behalf, the Manager may be deemed to be an “underwriter” within the meaning of the Securities Actand the compensation of such Manager may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to the Manager with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended(the “Exchange Act”). We have also agreed to reimburse certain of the Manager’s expenses in connection with this Offering as further described in the “Plan ofDistribution” section beginning on pageS-23 of this prospectus supplement. Under the registration statement to which this prospectus supplement forms a part, we may not sell our securities in a primary offering with a valueexceeding one-third of our public float