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)
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| 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 |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
*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.
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BIT Mining
Limited |
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By: |
/s/ Xianfeng Yang |
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Name: |
Xianfeng Yang |
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Title: |
Chief Executive Officer
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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 |
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Capacity |
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| /s/ Bo
Yu |
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Chairman,
Chief Operating Officer |
| Bo
Yu |
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| /s/ Man
San Vincent Law |
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Executive
Director |
| Man
San Vincent Law |
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| /s/ Xianfeng
Yang |
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Chief
Executive Officer
(principal executive officer) |
| Xianfeng
Yang |
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| /s/ Qian
Sun |
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Director |
| Qian
Sun |
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| /s/ Honghui
Deng |
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Director |
| Honghui
Deng |
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| /s/ Heng
Henry Lu |
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Director |
| Heng Henry Lu |
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| /s/ Qiang
Yuan |
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Chief
Financial Officer
(principal financial officer) |
| Qiang
Yuan |
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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.
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Authorized U.S. Representative
Cogency Global Inc. |
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By: |
/s/ Colleen
A. De Vries |
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Name: |
Colleen A. De Vries |
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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 |
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US$2,455,733.44 |
|
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US$362.47 |
| Total
Fee Offsets |
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— |
| Net
Fee Due |
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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. |
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