Bgin Blockchain Ltd-A美股招股说明书(2025-10-22版)

BGIN BLOCKCHAIN LIMITED This is an initial public offering of the ClassA ordinary shares of BGIN BLOCKCHAIN LIMITED(“Bgin,” the “Company,” “our Company,” “we,” “our,” “ours,” or “us”). We are offeringona firm commitment basis our ClassAordinary shares,par value US$0.0000695652173913043 pershare.The initial public offering priceisUS$6.00 per Class A ordinary share. Prior to this offering, there has been no public market for our ClassA ordinary shares. Wehavereceived the approvalto list our Class A ordinary shares on the Nasdaq Stock Market under thesymbol “BGIN”. Investingin our ClassAordinary shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginning onpage31 to read about factors you should consider before buying our ClassAordinaryshares. Ourissued and outstanding share capital consists of ClassAordinary shares and ClassBordinary shares.Taking into account the 249,500 Class A ordinary shares purchased by Mr.QingfengWu in this offering, after the completion of this offering, Mr.Qingfeng Wu, our founder and chiefexecutiveofficer,will beneficially own 249,500 ClassAordinary shares and 22,554,375 Class Bordinary shares, or100% of our total issued and outstanding Class B ordinary shares, representing55.46%of our total voting power,assuming the option to purchase additional ClassAordinaryshares is exercised by the underwriters in full. As a result, we will be a “controlled company” asdefined under Nasdaq Listing Rules 5615(c). As a “controlled company,” we are permitted to electnot to comply with certain corporate governance requirements. However, we do not currently intend toelect to opt out of corporate governance requirements under the Nasdaq Listing Rules as a result ofbeing a “controlled company.” See “Risk Factors—Risks Related to Our Corporate Structure.” Weare an“emerging growth company”as defined under the federal securities laws and aresubjectto reduced public company reporting requirements.See“Risk Factors”and“ProspectusSummary—Implicationsof our being an‘Emerging Growth Company’”on pages 31 and 27,respectively. Thisprospectus refers to(i)BGIN BLOCKCHAIN LIMITED,a Cayman Islands holding company,asthe “Company,” “Bgin”, “we”, “our” and “us”, and (ii) the Company’s subsidiaries as “oursubsidiaries”or the“subsidiaries”.The Cayman Islands holding company does not conduct anybusiness operations and the Company’s subsidiaries are entities that conduct business operations inSingapore,the Hong Kong Special Administrative Region of the People’s Republic of China(“HongKong”), and the U.S. Investors in our Class A ordinary shares and other equity securities we issueare not purchasing equity interests in our subsidiaries but instead are purchasing equity interestsin the Company, the ultimate Cayman Islands holding company. Bgin is not an operating company, but an exempted company with limited liability incorporatedinthe Cayman Islands.As an exempted company with no material operations,our operations areconductedby our subsidiaries,including(i)our subsidiaries in Singapore,Bgin Tech Pte.Ltd.(“BginSingapore”)and Bgin Technologies Pte Ltd(“Bgin SG”),(ii)our subsidiaries inHongKong, Bgin Tech Limited (“Bgin HK”), Bgin Trading Limited (“Bgin Trading”), Bgin Trade HKLimited(“Bgin Trade HK”),and Bgin Chip Limited(“Bgin Chip”),(iii)our subsidiaries in theU.S.,Bgin Infrastructure,LLC(“Bgin Infrastructure US”),BGIN MANAGEMENT,LLC(“BginManagement”) and Bgin Mining Inc. (“Bgin Mining”). This is an offering of the ClassA ordinaryshares of BGIN BLOCKCHAIN LIMITED, an exempted company incorporated in the Cayman Islands, insteadofshares of our operating entities. This structure involves unique risks to the investors as youmaynever directly hold any equity interest in our operating subsidiaries,and our ability toreceivedividends and other contribution from our subsidiaries in HongKongis significantlyaffectedby regulations promulgated by HongKongor PRC authorities.Any change in theinterpretationof existing rules and regulations or the promulgation of new rules and regulationswouldlikely result in a material change in the operations of our operating entities and/or amaterialchange in the value of the securities we are registering for sale,including that sucheventcould cause the value of such securities to significantly decline or become worthless.See“RiskFactors—RisksRelatedtoDoingBusinessinHongKongandMainlandChina—Uncertaintiesarising from the legal system in Mainland China,including uncertaintiesregardingthe interpretation and enforcement of laws in Mainland China and the possibility thatregulationsand rules can change quickly with little advance notice,could hinder our ability toofferor continue to offer our securities,result in a material adverse change to our businessoperations,and damage our reputation,which would materially and adversely affect our financialcondition and results of operations and cause the ClassA ordinary shares to significantly declinein value