您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:比特矿业美股招股说明书(2025-07-14版) - 发现报告

比特矿业美股招股说明书(2025-07-14版)

2025-07-14 美股招股说明书 ZLY
报告封面

accompanying base prospectus, dated May30, 2025 (the “Base Prospectus” and, collectively with the Original ProspectusSupplement, the “Prospectus”) filed as part of our registration statement onFormF-3 (File No.333-287337)(together with the Base Prospectus therein, the “Registration Statement”), as supplemented by the Original Prospectus Supplement, relating to the offer andsale of our American Depositary Shares (the “ADSs”), each representing one hundred (100) ClassA ordinary shares, par value US$0.00005 per share (“ClassA ordinary shares”), from time to time through or to H.C. Wainwright& Co., LLC (the “Manager”), inaccordance with the terms of the at-the-market offering agreement (the “Sales Agreement”), dated November6, 2024, by and betweenus and the Manager, as sales agent or principal. This Supplement should be read in conjunction with the Prospectus, and is qualified byreference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus.This Supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any futureamendments or supplements thereto.We are filing this Supplement to amend and supplement the Prospectus to update the maximum amount of ADSs we areeligible to offer and sell pursuant to the Registration Statement and certain other information contained in the Prospectus. We mayoffer and sell ADSs having a maximum aggregate offering price of up to US$120 million in accordance with the Sales Agreement and reported closing trading price for our ADSs, as reported on the NYSE, was US$3.96 per ADS. Assuming sales at an assumed offeringprice of US$3.96 per ADS, the maximum number of ADSs that may be offered in this Offering pursuant to this Supplement and theProspectus would be 30,303,030 ADSs, subject to adjustment based on the price at which the ADSs may be sold from time to timepursuant to this Offering. which is the highest closing sale price of our ADSs on NYSE within the prior 60 days of this Supplement. As a result, as of the date ofthis Supplement, we are no longer subject to the sale limitations of General Instruction I.B.5 of Form F-3.Investing in these securities involves risks. See the “Risk Factors” on pageS-5of this Supplement, pageS-13 of theOriginal Prospectus Supplement, Page8 of the Base Prospectus, and the risks discussed under similar headings in documents in our reports filed with the Securities and Exchange Commission H.C. Wainwright& Co. the Prospectus and does not contain all the information that you should consider before making an investment decision. You shouldread this entire Supplement and the Prospectus carefully, including the “Risk Factors” sections and the financial statements andrelated notes and other information incorporated by reference herein and therein, before making an investment decision. As used inthis Supplement, “we,” “us,” “our company,” “the Company” or “our” refers to BIT Mining Limited, a Cayman Islands exemptedcompany and its subsidiaries. Investors in our ADSs are purchasing equity interest in a Cayman Islands holding company. Our Business We began our transformation from a China-based lottery company into an international cryptocurrency company since manufacturer Bee Computing to unfurl a comprehensive approach to cryptocurrency mining, and (3)a cryptocurrency mining datacenter in Ohio with power capacity of 82.5 megawatts, and completion of the first closing of acquisition of cryptocurrency miningdata centers and Bitcoin mining machines in Ethiopia. On July10, 2025, we announced a strategic shift with our expansion into the Solana ecosystem. By entering the Solanaecosystem, we aim to leverage our high-performance infrastructure and dynamic developer community to drive innovation,enhance ecosystem integration, and create sustainable shareholder value. As part of this strategic realignment, we plan to build arobust Solana treasury as a core pillar of our strategic shift. To initiate the treasury, we will convert its existing crypto holdings into Solana and adopt a long-term holding strategy. We also intend to further capitalize on our market expertise and proprietarytechnologies by deepening our participation in the Solana ecosystem, including operating validator nodes to support network thisSupplement and the Prospectusand documents that are incorporated in this Supplement and the Prospectusby reference, asupdated by our subsequent filings under the Exchange Act, and, if applicable, in any accompanying prospectus or documents Factors,” alone or in combination with other events or circumstances, may adversely affect our business, results of operations andfinancial condition. Such risks include, but are not limited to: Risks Related to Our Solana BusinessWe may not be able to successfully implement our strategic shift related to the Solana ecosystem, and our efforts in thisarea may not achieve the intended results. We may