SHENZHEN, China, Feb. 16,
2021 /PRNewswire/ -- 500.com Limited (NYSE: WBAI) ("500.com" or the
"Company"), today announced that it has entered into a share
exchange agreement (the "Share Exchange Agreement") with Blockchain
Alliance Technologies Holding Company ("Blockchain Alliance"), a
Cayman Islands company and a
"Non-U.S. Person" as defined in Regulation S of the Securities Act
of 1933, as amended, pursuant to which to Company has agreed to
issue an aggregate of 44,353,435 Class A ordinary shares of par
value US$0.00005 per share of the
Company (the "Class A Ordinary Shares") to Blockchain Alliance at
the first closing, which shares represent approximately 10% of the
Company's outstanding shares as of January
31, 2021, in exchange for the entire outstanding share
capital of Blockchain Alliance Technologies Limited held by
Blockchain Alliance after the reorganization. The first closing of
the transactions contemplated by the Share Exchange Agreement (the
"Transactions") is subject to certain closing conditions, which
include, among others, the transfer to the Company of the entire
mining pool business of Bitdeer Technologies Holding Company
("BitDeer") operated under BTC.com, including the domain name
BTC.com and the cryptocurrency wallet of BTC.com (collectively, the
"BTC.com Pool Businesses"). The first closing is expected to occur
on or before April 15, 2021.
The Company and Blockchain Alliance also agreed that, if the
BTC.com Pool Businesses record net operating profit in the fiscal
year ending December 31, 2021, the
Company shall issue additional Class A Ordinary Shares to
Blockchain Alliance at par value. Assuming such net operating
profit is no less than US$20 million,
a maximum of 22,176,718 additional Class A Ordinary Shares shall be
issuable, which additional Class A Ordinary Shares represent
approximately 5% of the Company's outstanding shares as of
January 31, 2021. If the BTC.com Pool
Businesses record net operating loss in the fiscal year ending
December 31, 2021, the Company shall
be entitled to repurchase certain Class A Ordinary Shares held by
Blockchain Alliance at par value. Assuming such net operating loss
is no less than US$10 million, a
maximum of 4,435,344 Class A Ordinary Shares shall be subject to
such repurchase arrangement, which Class A Ordinary Shares
represent approximately 1% of the Company's outstanding shares as
of January 31, 2021.
The BTC.com Pool Businesses offer a one-stop mining experience
for users. Users can search and browse real-time blockchain
information through BTC.com and manage their cryptocurrency mining
business through the BTC.com Pool website or app. In addition,
users can save the cryptocurrencies that they have mined in the
BTC.com cryptocurrency wallet. BTC.com Pool is a multi-currency
integrated mining pool established in 2016 that has a hash rate of
around 17 EH/s and supports various cryptocurrencies, including
BTC, BCH, ETH and LTC.
Blockchain Alliance has agreed to subject the Class A Ordinary
Shares that it receives in the Transactions to agreed lock-up
periods in accordance with the Share Exchange Agreement. BitDeer is
the parent company of Blockchain Alliance. BitDeer's biggest
beneficially owner is Mr. Wu Jihan, BitDeer's chairman.
About 500.com Limited
500.com Limited (NYSE: WBAI) is an online sports lottery service
provider in China. The Company
offers a comprehensive and integrated suite of online lottery
services, information, user tools and virtual community venues to
its users. Most recently, 500.com is actively developing its
blockchain-related business, including Bitcoin mining, mining pool
business as well as mine construction and operation
Safe Harbor Statements
This news release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "target,"
"going forward," "outlook" and similar statements. Such statements
are based upon management's current expectations and current market
and operating conditions, and relate to events that involve known
or unknown risks, uncertainties and other factors, all of which are
difficult to predict and many of which are beyond the Company's
control, which may cause the Company's actual results, performance
or achievements to differ materially from those in the
forward-looking statements. Further information regarding these and
other risks, uncertainties or factors is included in the Company's
filings with the U.S. Securities and Exchange Commission. The
Company does not undertake any obligation to update any
forward-looking statement as a result of new information, future
events or otherwise, except as required under law.
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SOURCE 500.com Limited
