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BIT Mining Ltd [WBAI]

Date Filed : Jun 27, 2022

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6-K1tm2218980d2_6k.htmFORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2022

 

Commission File Number: 001-36206

 

BIT Mining Limited

 

Units 813 & 815, Level 8, Core F,

Cyberport 3, 100 Cyberport Road,

Hong Kong

(852) 2596 3098

 

Indicate by check mark whether the registrant files or will file annualreports under cover Form 20-F or Form 40-F.

 

Form 20-F x          Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-Kin paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-Kin paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Indicate by check mark whether by furnishing the information containedin this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the SecuritiesExchange Act of 1934.

 

Yes ¨          No x

 

If “Yes” is marked, indicate below the file number assignedto the registrant in connection with Rule 12g3-2(b): N/A

 

 

 

 

 

 

On June 23, 2022, BITMining Limited (the “Company”) entered into a securities purchase agreement (the “Securities PurchaseAgreement”) with certain institutional investors (the “Purchasers”) pursuant to which the Companyagreed to sell (1) 11,200,000 American depositary shares (the “ADSs”), (2) certain pre-funded warrants topurchase 4,800,000 ADSs (the “Pre-Funded Warrants”) in lieu of the ADSs being offered, and (3) certainwarrants including (i) certain Series A warrants to purchase up to 16,000,000 ADSs (the “Series A Warrants”) and(ii) certain Series B warrants to purchase up to 16,000,000 ADSs (the “Series B Warrants”) (collectively, the“Warrants”) (the “Offering”). The combined purchase price of each ADS and the accompanyingWarrants is US$1.00. The combined purchase price of each Pre-Funded Warrant and the accompanying Warrants is US$0.99. The Offeringwill result in gross proceeds to the Company of approximatelyUS$16.0 million (without taking into account any proceeds from any future exercises ofthe Warrants), before deducting the placement agent's fees and other estimated offering expenses payable by the Company. TheCompany currently intends to use the net proceeds from the Offering for to invest in miningmachines, build new data centers, expand infrastructure, and improve working capital position. The Offering is expected toclose on June 27, 2022.

 

EachSeries A Warrant is exercisable for one ADS at an exercise price of US$1.10 per ADSs. The Series A Warrants will be immediately exercisableand will expire on the fifth anniversary of the original issuance date. Each Series B Warrant is exercisable for one ADS at an exerciseprice of US$1.00 per ADSs. The Series B Warrants will be immediately exercisable and will expire on the 2½th anniversary of theoriginal issuance date. Each Pre-Funded Warrant is exercisable for one ADS at an exercise price of US$0.01. Weare offering the Pre-Funded Warrants to certain purchasers whose purchase of the ADSs in this Offering would otherwise result insuch purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election ofthe purchaser, 9.99%) of our outstanding Class A ordinary shares immediately following the consummation of this Offering. The Pre-FundedWarrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

 

In connection with theOffering, the Company entered into certain engagement letter dated June 10, 2022 (the “Letter Agreement”), withH.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which thePlacement Agent agreed to act as the exclusive placement agent in connection with the Offering. The Company agreed to pay thePlacement Agent a cash fee equal to 7.0% of the gross proceeds raised in this Offering. In addition, the Company will pay thePlacement Agent a cash fee equal to 6.0% of the aggregate gross proceeds received from the cash exercise of any Warrants issued inin the Offering. In addition, the Company has agreed to issue to the Placement Agent as compensation, certain warrants (the“Placement Agent Warrants”) to purchase up to 960,000 ADSs (equal to 6.0% of the aggregate number of ADSs andPre-Funded Warrants sold in this Offering). Each Placement Agent Warrant will have an exercise price of US$1.25, which represents125% of the offering price per ADS, will become exercisable immediately upon issuance and will expire five years from the commencement ofthe sales pursuant to the Securities Purchase Agreement.

 

Copies of the forms ofPre-Funded Warrants, Series A Warrants, Series B Warrants, Placement Agent Warrants and Securities Purchase Agreement, and theLetter Agreement are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 10.1 and 10.2, respectively, and are incorporated herein byreference. The foregoing summaries of the terms of the Pre-Funded Warrants, the Series A Warrants, the Series B Warrants, thePlacement Agent Warrants and the Securities Purchase Agreement and the Letter Agreement are subject to, and qualified in their entirety by, suchdocuments.

 

EXPLANATORY NOTE

 

The documents attachedas Exhibits 4.1, 4.2, 4.3, 4.4, 5.1, 5.2, 10.1, 10.2 and 99.1 to this report on Form 6-K are hereby incorporated by referenceinto the Company’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and ExchangeCommission on July 30, 2021 (Registration No. 333-258329) and a prospectus supplement dated June 23, 2022 thereunder, andshall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reportssubsequently filed or furnished.

 

 

 

 

TABLE OF CONTENTS

 

EX-4.1 Form of Pre-Funded Warrant
EX-4.2 Form of Series A Warrant
EX-4.3 Form of Series B Warrant
EX-4.4 Form of Placement Agent Warrant
EX-5.1 Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of Class A ordinary shares of the Company
EX-5.2 Opinion of Wilson Sonsini Goodrich & Rosati regarding the enforceability of the Warrants
EX-10.1 Form of Securities Purchase Agreement
EX-10.2 Letter Agreement between BIT Mining and H.C. Wainwright & Co., LLC dated June 10, 2022
EX-99.1 Consent of JunZeJun
EX-99.2 Press Release

 

 

 

 

SIGNATURE

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

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

 

Date: June 27, 2022

 

 

 

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