BTCM Bit Mining Limited

 

As Filed with the Securities and Exchange Commission on November 13, 2023

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BIT Mining Limited

(Exact name of registrant as specified in its charter)

 

Cayman Islands	Not Applicable
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

428 South Seiberling Street

Akron, Ohio 44306

United States of America

+1 (346) 204-8537

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

2021 Share Incentive Plan

(Full title of the Plan)

 

 

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Yi Gao, Esq.

Simpson Thacher & Bartlett

35th Floor, ICBC Tower

3 Garden Road, Central

Hong Kong, China

(852) 2514-7600

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		¨
				Emerging growth company		¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

EXPLANATORY NOTE

 

This registration statement on Form S-8 (“Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 for the purpose of registering an aggregate of 78,962,490 additional Class A ordinary shares, par value US$0.00005 per share, (the “Class A Ordinary Shares”) in the capital of BIT Mining Limited (the “Registrant”) which are reserved for issuance under the Registrant’s 2021 Share Incentive Plan (the “2021 Plan”). These 78,962,490 additional Class A Ordinary Shares have been authorized under the 2021 Plan pursuant to the 2021 Plan’s evergreen provision. These 78,962,490 additional Class A Ordinary Shares are additional securities of the same class as other securities for which a registration statement on Form S-8 (File No. 333-256273) was filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2021 (the “Prior S-8 Registration Statement”), and were not previously registered under the Prior S-8 Registration Statement.

 

An aggregate of 73,196,476 Class A Ordinary Shares in the capital of the Registrant were previously registered for issuance under the 2021 Plan pursuant to the Prior S-8 Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of the Prior S-8 Registration Statement are incorporated by reference into this Registration Statement, except as otherwise set forth herein.

 

In accordance with the terms of the 2021 Plan, the total number of ordinary shares which may be issued under the 2021 Plan shall not exceed 12% of the issued and outstanding share capital of the Registrant from time to time (subject to adjustment for share splits, reverse share splits or similar events as set forth in Section 9 of the 2021 Plan), on an as-exercised and fully diluted basis.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. Incorporation of Documents by Reference

 

The following documents filed by the Registrant with the Commission are incorporated by reference herein:

 

(a) The Registrant’s registration statement on Form S-8 (File No. 333-256273) filed with the Commission on May 19, 2021;

 

(b) The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (File No. 001-36206) filed with the Commission on April 17, 2023, which includes audited financial statements for the year ended December 31, 2022; and

 

(c) The description of the Registrant’s Class A Ordinary Shares contained in its Registration Statement on Form 8-A (File No. 001-36206) originally filed with the Commission on November 18, 2013 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which incorporates by reference the description of the Registrant’s Class A Ordinary Shares set forth in the Registrant’s Registration Statement on Form F-1 (File No. 333-191844), as amended, originally filed with the Commission on October 22, 2013, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

ITEM 8. Exhibits

 

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).

 

 

EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
4.1		Second Amended and Restated Memorandum and Articles of Association of BIT Mining Limited (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form F-1 (File No. 333-191844), initially filed on October 22, 2013)
4.2		2021 Share Incentive Plan (incorporated by reference to Exhibit 4.69 to the Annual Report on Form 20-F (File No. 001-36206), filed on April 14, 2021)
5.1*		Opinion of Maples and Calder (Hong Kong) LLP
23.1*		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
23.2*		Consent of MaloneBailey, LLP
24.1*		Power of Attorney (included on the signature page to this Registration Statement)
107*		Filing Fee Table

 

*Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Akron, Ohio on November 13, 2023.

 

	BIT Mining Limited
	By:	/s/ Xianfeng Yang
	Name:	Xianfeng Yang
	Title:	Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Xianfeng Yang as his true and lawful attorney-in-fact and agent, with the full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on November 13, 2023.

 

Signature				Capacity
/s/ Bo Yu				Chairman, Chief Operating Officer
Bo Yu
/s/ Man San Vincent Law				Executive Director
Man San Vincent Law
/s/ Xianfeng Yang				Chief Executive Officer (principal executive officer)
Xianfeng Yang
/s/ Qian Sun				Director
Qian Sun
/s/ Honghui Deng				Director
Honghui Deng
/s/ Heng Henry Lu				Director
Heng Henry Lu
/s/ Qiang Yuan				Chief Financial Officer (principal financial officer)
Qiang Yuan

 

 

Signature of authorized representative in the United States

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of BIT Mining Limited, has signed this Registration Statement in New York, on November 13, 2023.

 

	Authorized U.S. Representative Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President

 

 

Exhibit 5.1

 

Ref:          DLK/663980-000001/27821847v1

 

BIT Mining Limited

428 South Seiberling Street

Akron, Ohio 44306

United States of America

 

13 November 2023

 

BIT Mining Limited

 

We have been asked to render this opinion in our capacity as counsel as to Cayman Islands law to BIT Mining Limited (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission, relating to the registration under the Securities Act of 1933, as amended, (the "Act") of an aggregate amount of 78,962,490 Class A Ordinary Shares of par value US$0.00005 each in the share capital of the Company (the "Shares") for issuance pursuant to the Company's 2021 Share Incentive Plan (the "Plan").

 

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed the corporate authorisations of the Company in connection with the Plan and the issue of the Shares by the Company.

 

Based upon, and subject to, the assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

1.

The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorised.

 

2.

When issued and paid for in accordance with the terms of the Plan and in accordance with the resolutions adopted by the board of directors of the Company (or any individual or committee to whom the board of directors have delegated their powers with respect to administration of the Plan), and when appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly and legally issued, fully paid and non-assessable.

 

In this opinion letter, the phrase "non-assessable" means, with respect to the issuance of the Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act (As Revised) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

  

These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.

 

We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and (c) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP 

 

 

Exhibit 23.2

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of BIT Mining Limited of our report dated April 17, 2023 with respect to the audited consolidated financial statements of BIT Mining Limited appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

November 13, 2023

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

BIT Mining Limited

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Class A Ordinary Shares, par value US$0.00005 per share(2)

Other

78,962,490 shares(3)

US$0.0311(4)

US$2,455,733.44

0.00014760

US$362.47

Total Offering Amounts

US$2,455,733.44

US$362.47

Total Fee Offsets

—

Net Fee Due

US$362.47

	(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement to which this exhibit 107 is a part includes an indeterminate number of additional Class A ordinary shares, par value US$0.00005 per share (the “Class A Ordinary Shares”) of BIT Mining Limited (the “Company” or “Registrant”), which may be offered and issued under the Registrant’s 2021 Share Incentive Plan (the “2021 Plan”) to prevent dilution from stock splits, stock dividends or similar transactions.

 

(2)

These Class A Ordinary Shares may be represented by the Registrant’s American depositary shares (“ADSs”), each of which represents one hundred (100) Class A Ordinary Shares. ADSs issuable upon deposit of the securities registered hereby have been registered under separate registration statements on Form F-6 (Registration No. 333-192259 and Registration No. 333-267548).

 

(3)

Represents additional Class A Ordinary Shares reserved for issuance under the 2021 Plan pursuant to the 2021 Plan’s evergreen provision.

 

(4)

Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s ADSs as reported on the New York Stock Exchange on November 6, 2023 divided by one hundred (100), the then Ordinary Share-to-ADS ratio.

 

 

---