SEC Form SC 13D/A filed by BIT Mining Limited ADS (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

BIT MINING LIMITED

(Name of Issuer)

Class A Ordinary Shares, $0.00005 par value per share

(Title of Class of Securities)

055474100

(CUSIP Number)

Sequoia Capital 2010 CGF Holdco, Ltd.

Suite 3613, 36/F

Two Pacific Place

88 Queensway

Hong Kong, PRC

Attention: Neil Nanpeng Shen

Telephone: (852) 2501 8989

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:

Craig Marcus

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7802

September 17, 2021

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Page 2 of 8

 

CUSIP No. 055474100		SCHEDULE 13D

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     Sequoia Capital 2010 CGF Holdco, Ltd.   IRS Identification No. 98-0660289
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     35,042,734
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     35,042,734

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     35,042,734
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.8%
14.		Type of Reporting Person (See Instructions)     OO

Page 3 of 8

 

CUSIP No. 055474100		SCHEDULE 13D

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     Sequoia Capital China Growth 2010 Fund, L.P.   IRS Identification No. 98-0678095
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     35,042,734
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     35,042,734

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     35,042,734
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.8%
14.		Type of Reporting Person (See Instructions)     PN

Page 4 of 8

 

CUSIP No. 055474100		SCHEDULE 13D

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     SC China Growth 2010 Management, L.P.   IRS Identification No. 98-0678094
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     35,042,734
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     35,042,734

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     35,042,734
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.8%
14.		Type of Reporting Person (See Instructions)     PN

Page 5 of 8

 

CUSIP No. 055474100		SCHEDULE 13D

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     SC China Holding Limited   IRS Identification No. – N/A
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     35,042,734
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     35,042,734

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     35,042,734
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.8%
14.		Type of Reporting Person (See Instructions)     OO

Page 6 of 8

 

CUSIP No. 055474100		SCHEDULE 13D

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     SNP China Enterprises Limited   IRS Identification No. – N/A
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     35,042,734
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     35,042,734

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     35,042,734
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.8%
14.		Type of Reporting Person (See Instructions)     OO

Page 7 of 8

 

CUSIP No. 055474100		SCHEDULE 13D

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)     Neil Nanpeng Shen
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Hong Kong SAR

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     35,042,734
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     35,042,734

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     35,042,734
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.8%
14.		Type of Reporting Person (See Instructions)     IN

Page 8 of 8

 

Except as set forth in this Amendment No. 5 (this “Amendment”), the initial Schedule 13D that was filed on December 6, 2013 (the “Initial Filing”), as amended by Amendment No. 1 filed on December 17, 2014, Amendment No. 2 filed on July 1, 2015, Amendment No. 3 filed on May 16, 2019 and Amendment No. 4 filed on August 20, 2021 (together with the Initial Filing, the “Original 13D”), remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits.

This Amendment is being filed solely as a result of the change in the number of the Issuer’s outstanding Class A Shares as reported by the Issuer in its Report on Form F-3 filed with the Securities and Exchange Commission on September 17, 2021 and does not reflect any transactions in the Issuer’s shares by the Reporting Persons. As the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Class A Shares, this Amendment is the final amendment to the Original Schedule 13D and an exit filing for the Reporting Persons.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Paragraphs (a) and (b) of Item 5 are hereby amended and restated in their entirety as follows:

(a) The aggregate number of Class A Shares and the percentage of total outstanding Class A Shares beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Class A Shares in this Statement are based upon 726,102,640 Class A Shares outstanding as of September 17, 2021, as reported in the Issuer’s Report on Form F-3 filed with the Securities and Exchange Commission on September 17, 2021. The Reporting Persons may be deemed to beneficially own an aggregate of 35,042,734 Class A Shares, which constitutes approximately 4.8% of the Company’s Class A Shares, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

SC Holdco beneficially owns 35,042,734 Class A Shares, which represents approximately 4.8% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC Growth, as the parent company of SC Holdco, may be deemed to beneficially own 35,042,734 Class A Shares, which represents approximately 4.8% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC MGMT, as the general partner of SCC Growth, may be deemed to beneficially own an aggregate of 35,042,734 Class A Shares, which represents approximately 4.8% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC HOLD, as the general partner of SCC MGMT, may be deemed to beneficially own an aggregate of 35,042,734 Class A Shares, which represents approximately 4.8% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SNP, which is the parent company of SCC HOLD, may be deemed to beneficially own an aggregate of 35,042,734 Class A Shares, which represents approximately 4.8% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Neil Nanpeng Shen, who wholly owns and is the sole director of SNP, may be deemed to beneficially own an aggregate of 35,042,734 Class A Shares, which represents approximately 4.8% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Rule 13(d)(3) of the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other member of the group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(b) The number of Class A Shares as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: September 21, 2021