BTCM Bit Mining Limited

 

 

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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2024

 

Commission File Number: 001-36206

 

 

BIT Mining Limited

 

 

428 South Seiberling Street Akron, Ohio 44306 United States of America +1 (346) 204-8537

(Address of principal executive offices)

 

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

 

Form 20-F x  Form 40-F ¨

 

 

 

EXPLANATORY NOTE

 

This report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and Exchange Commission on July 30, 2021 (Registration No. 333-258329), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

TABLE OF CONTENT

 

Exhibit 99.1	Press release - BIT Mining Limited to Hold Annual General Meeting on January 7, 2025
Exhibit 99.2	2024 AGM Notice
Exhibit 99.3	2024 AGM Proxy Statement
Exhibit 99.4	2024 AGM Proxy Form

 

 

SIGNATURE

 

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

 

	BIT MINING LIMITED
	By:	/s/ Xianfeng Yang
	Name:	Xianfeng Yang
	Title:	Chief Executive Officer

Date: December 10, 2024

 

 

Exhibit 99.1

 

BIT Mining Limited to Hold Annual General Meeting on January 7, 2025

 

AKRON, Ohio, Dec. 10, 2024 /PRNewswire/ -- BIT Mining Limited (NYSE: BTCM) (“BIT Mining” or the “Company”), a leading technology-driven cryptocurrency mining company, today announced that it will hold its annual general meeting of shareholders at 428 South Seiberling Street, Akron, Ohio, US on January 7, 2025 at 10:00 a.m., New York time.

 

Holders of record of ordinary shares and Class A preference shares of the Company at the close of business on December 20, 2024, New York time (the “Record Date”) are entitled to receive notice of, and to attend and vote at, the annual general meeting or any adjournment thereof. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.

 

The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the annual general meeting is available on the Investor Relations section of the Company’s website at https://ir.btcm.group. The Company filed its annual report on Form 20-F for the fiscal year ended December 31, 2023 with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2024. Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.btcm.group and on the SEC’s website at www.sec.gov, or by contacting BIT Mining Limited at 428 South Seiberling Street, Akron, Ohio, US, attention: Victor He, telephone: +1 (330) 676-2680, email: ir@btcm.group.

 

About BIT Mining Limited

 

BIT Mining (NYSE: BTCM) is a leading technology-driven cryptocurrency mining company with operations in cryptocurrency mining, data center operation and mining machine manufacturing. The Company is strategically creating long-term value across the industry with its cryptocurrency ecosystem. Anchored by its cost-efficient data centers that strengthen its profitability with steady cash flow, the Company also conducts self-mining operations that enhance its marketplace resilience by leveraging self-developed and purchased mining machines to seamlessly adapt to dynamic cryptocurrency pricing. The Company also owns 7-nanometer BTC chips and has strong capabilities in the development of LTC/DOGE miners and ETC miners.

 

Safe Harbor Statements

 

This press 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.

 

For more information:

 

BIT Mining Limited

ir@btcm.group

ir.btcm.group

www.btcm.group

 

Piacente Financial Communications

Victor He

Tel: +1 (330) 676-2680

Email: BITMining@thepiacentegroup.com

 

 

Exhibit 99.2

 

BIT Mining limited

(incorporated in the Cayman Islands with limited liability)

 

NOTICE OF ANNUAL GENERAL MEETING

to be held on January 7, 2025

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of BIT Mining Limited (the “Company”) will be held at 428 South Seiberling Street, Akron, Ohio, US on January 7, 2025 at 10:00 a.m., New York time for the following purposes:

 

·

To consider and, if thought fit, pass the following resolution:

 

1.

as an ordinary resolution that the authorised share capital of the Company be increased to US$440,000 divided into 8,399,935,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 65,000 Class A Preference Shares of a nominal or par value of US$0.00005 each, and 400,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00005 each, by the creation of 6,800,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each.

 

(Terms used but not defined in this Notice shall have the same meaning as those defined in the Proxy Statement attached)

 

·

To consider and transact such other business as may properly come before the AGM or any adjournment or adjournments thereof.

 

The Board of Directors of the Company has fixed the close of business on December 20, 2024, New York time as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned meeting thereof. Holders of record of the Company’s ordinary shares and Class A preference shares at the close of business on the Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.

 

Please refer to the Proxy Form, which is attached to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor Relations section of our website at https://ir.btcm.group/.

 

Holders of record of the Company’s ordinary shares and Class A preference shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

 

Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.btcm.group and on the SEC’s website at www.sec.gov, or by contacting BIT Mining Limited at 428 South Seiberling Street, Akron, Ohio, US, attention: Victor He, telephone: +1 (330) 676-2680, email: ir@btcm.group.

 

 

	By Order of the Board of Directors,
	/s/ Bob Yu Bob Yu
	Chairman

 

Akron, Ohio, US

December 10, 2024

 

 

Exhibit 99.3

 

BIT MINING LIMITED

 

428 South Seiberling Street

Akron, Ohio

United States of America

 

PROXY STATEMENT

 

General

 

The board of directors of BIT Mining Limited (the “Company”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on January 7, 2025 at 10:00 a.m., New York time (the “AGM”). The AGM will be held at 428 South Seiberling Street, Akron, Ohio, United States of America.

 

This Proxy Statement and the proxy form can be accessed, free of charge, on the Investor Relations section of the Company’s website at http://ir.btcm.group/.

 

Record Date, Share Ownership and Quorum

 

Only holders of the Company’s Class A ordinary shares, par value US$0.00005 per share (“Class A Ordinary Shares”), Class B ordinary shares, par value US$0.00005 per share (“Class B Ordinary Shares”) and Class A preference shares, par value US$0.00005 per share (“Class A Preference Shares” and together with Class A Ordinary Shares and Class B Ordinary Shares, “Shares”) of record at the close of business on December 20, 2024, New York time (the “Record Date”) are entitled to attend and vote at the AGM. Holders of American Depositary Shares (“ADSs”) issued by Deutsche Bank Trust Company Americas and representing the Company’s Class A Ordinary Shares are not entitled to attend or vote at the AGM. These holders of ADSs will be able to instruct Deutsche Bank Trust Company Americas, the holder of record of such Class A Ordinary Shares (through a nominee), as to how to vote the Class A Ordinary Shares which are represented by such ADSs, and which Deutsche Bank Trust Company Americas, as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the AGM in accordance with the instructions which it has properly received from such ADS holders.

 

One or more shareholders holding in aggregate not less than one-third of the voting power of the Shares of the Company in issue carrying a right to vote at such meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote shall be a quorum for all purposes.

 

Voting and Solicitation

 

Each Class A Ordinary Share, Class B Ordinary Share and Class A Preference Share issued and outstanding as of the close of business on the Record Date is entitled to one vote, ten votes and 10,000 votes, respectively, on a poll. On a show of hands, every shareholder present in person and every person representing a shareholder by proxy shall each have one vote. A resolution put to the vote at the AGM will be decided on by a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded by (i) the chairman of the AGM, or (ii) any one or more shareholders, holding one-tenth of the paid-up Shares given a right to vote at such meeting or one-tenth of the total voting rights entitled to vote at such meeting, present in person or by proxy or, in the case of a shareholder being a corporation or other non-natural person, by its duly authorized representative or by proxy.

 

 

Copies of solicitation materials will be furnished to all holders of Shares and ADSs of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names Shares or ADSs beneficially owned by others to forward to those beneficial owners.

 

Voting by Holders of Shares

 

When proxy forms are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted by the proxy holder at the AGM, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given in such proxy forms, the proxy holder will vote in the discretion of such proxy holder and, where the chairman of the AGM is the proxy holder, he will vote in favor of the items set forth in the proxy form. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the AGM, or at any adjournment thereof. Abstentions by holders of Shares are not included in the determination of the number of Shares present and voting for the purposes of determining whether such resolution has been passed (but will be counted for the purposes of determining the quorum, as described above).

 

Voting by Holders of ADSs

 

As the holder of record for all the Class A Ordinary Shares represented by the ADSs (through a nominee), only Deutsche Bank Trust Company Americas may vote those Class A Ordinary Shares at the AGM.

 

We have requested Deutsche Bank Trust Company Americas, as depositary of the ADSs, to distribute to all owners of ADSs at the close of business on the Record Date this proxy statement, the accompanying notice of annual general meeting and an ADS voting card. Upon the timely receipt from an owner of record of ADSs of written voting instructions in the manner specified, Deutsche Bank Trust Company Americas will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Class A Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the deposit agreement for the ADSs (the “Deposit Agreement”), Deutsche Bank Trust Company Americas will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described below.

 

There is no guarantee that holders of the ADSs or any such holder in particular will receive the notice described above with sufficient time to enable such holder to return any voting instructions to Deutsche Bank Trust Company Americas in a timely manner, in which case the Class A Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.

 

 

If (i) an ADS voting card is missing voting instructions, (ii) an ADS voting card is improperly completed or (iii) no ADS voting card is received by Deutsche Bank Trust Company Americas by 10 a.m. (New York City time), January 6, 2025, Deutsche Bank Trust Company Americas will deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote the Class A Ordinary Shares represented by such holder’s ADSs, unless the Company has informed Deutsche Bank Trust Company Americas that such proxy should not be given, in accordance with the terms of the Deposit Agreement.

 

Revocability of Proxies and ADS Voting Cards

 

Any proxy given by a holder of Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of an ADS voting card, pursuant to this solicitation may be revoked: (a) for holders of Shares or ADSs, by submitting a written notice of revocation or a fresh proxy form or ADS voting card, as the case may be, bearing a later date, which must be received no later than at least 48 hours before the time of the AGM, or (b) for holders of Shares only, by attending the AGM and voting in person.

 

PROPOSAL 1

 

THE INCREASE OF THE AUTHORISED SHARE CAPITAL OF THE COMPANY

 

The Board of Directors proposes to increase the authorised share capital of the Company to US$440,000 divided into 8,399,935,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 65,000 Class A Preference Shares of a nominal or par value of US$0.00005 each, and 400,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00005 each, by the creation of 6,800,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each.

 

The board of directors recommends a vote “FOR” THE INCREASE OF THE AUTHORISED SHARE CAPITAL OF THE COMPANY.

 

OTHER MATTERS

 

We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the Shares they represent as the board of directors may recommend.

 

 

	By Order of the Board of Directors,
	/s/ Bob Yu
	Bob Yu
	Chairman
	Dated: December 10, 2024

 

 

Exhibit 99.4

 

BIT Mining Limited

 

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF BIT MINING LIMITED

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 7, 2025

 

The undersigned shareholders of BIT Mining Limited, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the notice of annual general meeting (the “Notice”) of shareholders and proxy statement, each dated December 10, 2024, and hereby appoints the chairman of the annual general meeting or ______________ as proxy, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual general meeting of shareholders of the Company to be held on January 7, 2025 at 10:00 a.m., New York time, at 428 South Seiberling Street, Akron, Ohio, United States of America (the “AGM”), and at any adjournment or adjournments thereof, and to vote all shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all as set forth in the Notice and in the proxy statement furnished herewith.

 

The shares in respect of which this proxy form is given (when properly executed and delivered to the mailing or e-mail address set forth below) will be voted by the proxy holder in the manner directed herein by the undersigned shareholder. If no direction is made, the proxy holder will vote in the discretion of such proxy holder and, where the chairman of the annual general meeting is the proxy holder, he will vote the shares in respect of which this proxy form is given “FOR” the following proposals:

 

PROPOSAL 1: Increase the authorised share capital of the Company (as set out in the Notice).

 

FOR	AGAINST	ABSTAIN
¨	¨	¨

 

Dated: ______________, 2024

 

Shareholder Name:		Co-Owner (if any) Name:
Print		Print
Signature		Co-Owner (if any) Signature

 

This proxy form must be signed by the person registered in the register of members as at the close of business on December 20, 2024, New York time, or his or her attorney duly authorized in writing or, in the case the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same.

 

 

Whether or not you propose to attend the AGM in person, you are strongly advised to complete and return this form of proxy in accordance with the instructions herein.

 

To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) with the Company: (i) by mail, to 428 South Seiberling Street, Akron, Ohio, United States of America, or (ii) by email, to ir@btcm.group, in each case marked for the attention of Victor He, as soon as possible and in any event not later than 10:00 a.m., New York time, on January 5, 2025.

 

Returning this completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC PROXY.

 

1.

A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the chairman of the annual general meeting will be appointed as your proxy.

 

2.

Any standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolution to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or completes and returns this form appointing a specific proxy.

 

3.

If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.

 

4.

If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.

 

5.

This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose.

 

6.

Any alterations made to this form must be initialed by you.

 

7.

A proxy may vote on a show of hands or on a poll.

 

 

 

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