S-8

As Filed with the Securities and Exchange Commission on May 19, 2021

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.)

14F, West Side, Block B, Building No. 7

Shenzhen Bay Eco-Technology Park

Nanshan District

Shenzhen, 518115

People’s Republic of China

(86 755) 8633 0000

(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	x
Non-accelerated filer	¨	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. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(2)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price(4)		Amount of Registration Fee
Class A Ordinary Shares, US$0.00005 par value per share(1)	73,196,476	$	1.33	$	97,351,313.08	$	10,621.03

(1)	These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents ten Class A ordinary shares, US$0.00005 par value per share, of the Registrant. ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (333-192259).
(2)	Covers shares issuable under the 2021 Share Incentive Plan of BIT Mining Limited. Includes 15,237,320 Class A ordinary shares represented by 1,523,732 ADSs repurchased by the Registrant between March 2015 and May 2017 pursuant to a share repurchase program approved by the Registrant’s board of directors in February 2015. Such repurchased ADSs may be issued in settlement of awards granted under the 2021 Share Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plan.
(3)	The proposed maximum offering price per share is calculated as the average of the high price of $14.06, and the low price of $12.50, for the Registrant’s ADSs as listed on the New York Stock Exchange on May 17, 2021, or $13.28, divided by ten, the then ordinary share-to-ADS ratio, which is equal to $1.33.
(4)	Pursuant to Rule 457(c) and (h), the proposed maximum aggregate offering price is calculated as the 73,196,476 shares reserved for issuance under the 2021 Share Incentive Plan multiplied by the average of the high and low prices for the Registrant’s ADSs as listed on the New York Stock Exchange on May 13, 2021 or $13.28, divided by ten, the then ordinary share-to-ADS ratio, which is equal to an aggregate offering price of approximately $97,351,313.08.

TABLE OF CONTENTS

PART I	3
PART II	3
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT	3
ITEM 3. Incorporation of Documents by Reference	3
ITEM 4. Description of Securities	3
ITEM 5. Interests of Named Experts and Counsel	3
ITEM 6. Indemnification of Directors and Officers	4
ITEM 7. Exemption from Registration Claimed	4
ITEM 8. Exhibits	4
ITEM 9. Undertakings	4
EXHIBIT INDEX	6
SIGNATURES	7
POWER OF ATTORNEY	8

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to participants in the 2021 Share Incentive Plan (the “Plan”) of BIT Mining Limited (the “Registrant”) as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. 

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 annual report on Form 20-F for the fiscal year ended December 31, 2020 (File No. 001-36206) filed with the Commission on April 14, 2021, which includes audited financial statements for the year ended December 31, 2020;

(b) 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.

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 4. Description of Securities

Not applicable.

ITEM 5. Interests of Named Experts and Counsel

Not applicable.

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ITEM 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public policy, such as providing indemnification against civil fraud or the consequences of committing a crime. Article 155 of the Registrant’s second amended and restated memorandum and articles of association provide that the Registrant may indemnify its directors and officers acting in relation to any of its affairs against any liability incurred or sustained by them in connection with the execution or discharge of their duties, powers, authorities or discretions in their capacities as such, except by reason of their own dishonesty, fraud or willful default.

The Registrant has entered into indemnification agreements, substantially in the form filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-191844), originally filed with the Commission on October 22, 2013. Under these agreements, the Registrant indemnifies each of its directors and officers to the fullest extent permitted by Cayman Islands law, its articles of association and other applicable law, from and against all expenses and liabilities arising from any proceeding to which the indemnitee is or was a party, except expenses and liabilities, if any, brought about by the indemnitee’s fraud or dishonesty.

ITEM 7. Exemption from Registration Claimed

Not applicable.

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).

ITEM 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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)

*Filed herewith

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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 Shenzhen, People’s Republic of China on May 19, 2021.

BIT Mining Limited
By:	/s/ Xianfeng Yang
Name:	Xianfeng Yang
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 May 19, 2021.

Signature	Capacity
/s/ Shengwu Wu	Chairman
Shengwu Wu
/s/ Man San Vincent Law	Executive Director
Man San Vincent Law
/s/ Xianfeng Yang	Chief Executive Officer (principal executive officer)
Xianfeng Yang
/s/ Bo Yu	Director
Bo Yu
/s/ Qian Sun	Director
Qian Sun
/s/ Honghui Deng	Director
Honghui Deng
/s/ Yu Wei	Director
Yu Wei
/s/ Angel Yan Ki Wong	Director
Angel Yan Ki Wong
/s/ Qiang Yuan	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 May 19, 2021.

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

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EX-5.1

Exhibit 5.1

Ref: DLK/663980-000001/19594732v2

BIT Mining Limited

14F, West Side, Block B, Building No.7

Shenzhen Bay Eco-Technology Park

Nanshan District

Shenzhen 518115

People's Republic of China

19 May 2021

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 73,196,476 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

EX-23.2

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 (formerly, 500.com Limited) of our report dated April 14, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in BIT Mining Limited’s Annual Report on Form 20-F for the year ended December 31, 2020.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

May 19, 2021