SOLAI Ltd 6-K, filed Jul 23, 2021

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2021

Commission File Number: 001-36206

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

(86 755) 8633 0000

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

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨           No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

TABLE OF CONTENTS

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TABLE OF CONTENTS

Exhibit 99.1 – Press release – BIT Mining Announces Removal of VIE Structure and Disposal of Chinese Lottery Business

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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.

Date: July 23, 2021

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Exhibit 99.1

BIT Mining Announces Removal of VIE Structureand Disposal of Chinese Lottery Business

HONG KONG, China July 23, 2021 /PRNewswire/— BIT Mining Limited (NYSE: BTCM) (“BIT Mining” or “the Company”), a leading cryptocurrency mining enterprise, today announced its decision to eliminate its variable interest entity (“VIE”) structure and to dispose of its Chinese lottery related business for nil consideration. BIT Mining’s consolidated affiliated subsidiaries under the VIE structure (the “VIE subsidiaries”), were primarily engaged in the Company’s Chinese lottery related business, which contributed RMB2.7 million (US$0.4 million), or 13.6%, of the Company’s total revenue and net loss of RMB9.8 million (US$1.5 million) for the three months ended March 31, 2021. As of March 31, 2021, total assets held by the VIE subsidiaries represented RMB82.8 million (US$12.6 million), or 6.3%, of the Company’s total assets and net debt held by the VIE subsidiaries was RMB161.6 million (US$24.6 million).

The VIE subsidiaries will be deconsolidated and their financial results will no longer be included in the Company’s consolidated financial statements as a result of eliminating the VIE structure. Due to the expansion of the Company’s cryptocurrency mining business outside of China, the Company does not expect the removal of the VIE structure to have a material impact on its operational results or financial position.

Since December 2020, the Company has pivoted its business to cryptocurrency mining and has achieved positive financial results by adopting an overseas development strategy. In consideration of the continued losses sustained by its Chinese lottery related business operations, the Company has decided to exit and dispose of this immaterial business. With the elimination of the VIE structure, BIT Mining has exited its Chinese lottery related business and will focus on the overseas crypto mining business.

About BIT Mining

BIT Mining (NYSE: BTCM) is a leading cryptocurrency mining company, with a long-term strategy to create value across the cryptocurrency industry. Its business covers cryptocurrency mining, mining pool, and data center operation. The Company has deployed Bitcoin mining machines with a theoretical maximum total hash rate capacity of approximately 1,031.5 PH/s and owns the entire mining pool business operated under BTC.com, including the domain name BTC.com. The Company has also entered into a definitive agreement to acquire a 7-nanometer cryptocurrency mining machine manufacturer, Bee Computing, to complete its vertical integration with its supply chain, increase its self-sufficiency and strengthen its competitive position.

Safe Harbor Statements

This news 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 further information:

BIT Mining Limited

ir@btc.com

Ir.btc.com (The Investor Relations website has moved to http://ir.btc.com.)

Ms. Danni Zheng

Phone: +86 755 8633 8005

The Piacente Group, Inc.

Helen Wu

Tel: +86 (10) 6508-0677

Email: BITMining@thepiacentegroup.com

In the United States:

The Piacente Group, Inc.

Brandi Piacente

Tel: +1 (212) 481-2050

Email: BITMining@thepiacentegroup.com