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Confidential
September 17, 2021
Mr. Alexandra Barone
Mr. Jeff Kauten
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | BIT Mining Limited (CIK No. 0001517496) |
| Response to the Staff’s Comments on | |
| Amendment No.1 to the Registration Statement on Form F-3 (Registration No. 333-258329) Filed on September 1, 2021 |
Dear Mr. Barone and Mr. Kauten,
On behalf of our client, BIT Mining Limited, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 14, 2021 on the Company’s Amendment No.1 to the Registration Statement on Form F-3 (Registration No. 333-258329) filed with the Commission on September 1, 2021 (the “Amendment No.1”). Concurrently with the submission of this letter, the Company is filing with the Commission Amendment No.2 to the Registration Statement (the “Amendment No.2”) and certain exhibits via EDGAR to for Staff’s review.
To facilitate your review, we have separately delivered to you today five courtesy copies of the Amendment No.2, marked to show changes to the Amendment No.1, and two copies of the submitted exhibits.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No.2 where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.2.
Wilson Sonsini Goodrich & Rosati
威爾遜‧桑西尼‧古奇‧羅沙迪律師事務所
Partners 合夥人: Weiheng Chen 陳煒恒, Dan Ouyang 歐陽丹*, Wanda Woo 胡芷筠, Winfield Lau 劉泳暉
*Not Resident in Hong Kong
austin beijing boston brussels hong kong london los angeles new york palo alto
san diego san francisco seattle shanghai washington, dc wilmington, de
Page 2
Cover Page
| 1. | We note your response to prior comment 1. Please revise the cover page to expressly state that the legal and operational risks associated with having operations in China may cause the value of your securities to significantly decline or to be worthless. In addition, please include disclosure on the cover page relating to how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities, may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. |
In response to the Staff’s comment, the Company has revised the disclosure on cover page of the Amendment No.2.
Our Risks and Challenges, page 7
| 2. | Please revise your prospectus summary and the corresponding risk factor on page 13 to expressly acknowledge the risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offeror continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, revise your prospectus summary and the corresponding risk factor on page 17 to state that the Chinese government may intervene or influence your operations at any time. |
In response to the Staff’s comment, the Company has revised the disclosure on pages 7, 8, 13, 14 and 17 of the Amendment No.2.
***
Page 3
If you have any questions regarding the Amendment No. 2 to Registration Statement, please contact us via e-mail at rblake@wsgr.com and keli@wsgr.com.
| Very truly yours, | |
| /s/ Weiheng Chen | |
| Weiheng Chen |
Enclosures
cc:
Xianfeng Yang, Chief Executive Officer, BIT Mining Limited
Richard C. Blake, Wilson Sonsini Goodrich & Rosati, Professional Corporation