SEC Comment Letter 0000000000-23-007391 to SOLAI Ltd (SLAI)
SOLAI Ltd
Date: July 11, 2023 · CIK: 0001517496 · Accession: 0000000000-23-007391
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36206
Letter
United States securities and exchange commission logo July 11, 2023 Xianfeng Yang Chief Executive Officer BIT Mining Ltd Units 813 &815, Level 8, Core F, Cyberport 3 100 Cyberport Road Hong Kong Re:BIT Mining Ltd Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 17, 2023 File No. 001-36206 Dear Xianfeng Yang: We have reviewed your April 12, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 22, 2023 letter. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 3. Key Information, page 5 1.Please revise here to include the proposed disclosures provided in paragraph 1 of the response to comment 3 in your December 30, 2022 letter. Cash Flows through our Organization, page 6 2.Please revise to include the proposed disclosures provided in comment 2 of your December 30, 2022 response letter. In this regard, quantify and discuss any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and the direction of transfer including their tax consequences, if any, for each period presented.
FirstName LastNameXianfeng Yang Comapany NameBIT Mining Ltd July 11, 2023 Page 2 FirstName LastName Xianfeng Yang BIT Mining Ltd July 11, 2023 Page 2 Holding Company Structure, page 6 3.Please revise to improve legibility by increasing the font size of the text in your organization chart here and on page 58. Item 5. Operating and Financial Review and Prospects Results of Operations The year ended December 31, 2021 compared with the year ended December 31, 2020, page 67 4.Please revise to discuss the reasons for the negative profit margins in your mining pool segment as disclosed in Note 24 and explain whether you anticipate this trend to continue in future periods. We refer to comment 11 in your September 6, 2022 response letter. Note 2. Summary of Significant Accounting Policies Mining Pool Services, page F-25 5.As noted in our prior comment 3, we continue to evaluate your conclusions related to contract inception and contract duration as per your response to comment 3 in your March 1, 2023 letter. Sub Mining Pool Services, page F-26 6.So that we may better understand your accounting policy for sub mining pool services, please address the following: •Explain further the nature of these sub mining pool arrangements with third-party pool operators. •Clarify how these arrangements "stabilize the mining rewards" that the Group is entitled to. •Provide us your analysis as to how you determined you are the principal such that revenue should be recognized gross in these arrangements. Refer to ASC 606-10-55- 36 to 55-40. •Clarify whether you are deemed the mining pool participant in the arrangement with the third party mining pool operator. •Describe in detail your rationale for classifying these revenues as mining pool revenues as opposed to cryptocurrency mining revenues. Note 24. Segment Reporting, page F-61 7.Please revise the geographic breakdown table to explain the reference to Blockchain as a geographic location similar to the information provided in your response to comment 14 in your December 30, 2022 letter.
FirstName LastNameXianfeng Yang Comapany NameBIT Mining Ltd July 11, 2023 Page 3 FirstName LastName Xianfeng Yang BIT Mining Ltd July 11, 2023 Page 3 You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions. Sincerely, Division of Corporation Finance Office of Technology cc: Yi Gao
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United States securities and exchange commission logo
July 11, 2023
Xianfeng Yang
Chief Executive Officer
BIT Mining Ltd
Units 813 &815, Level 8, Core F, Cyberport 3
100 Cyberport Road
Hong Kong
Re:BIT Mining Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 001-36206
Dear Xianfeng Yang:
We have reviewed your April 12, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
March 22, 2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 5
1.Please revise here to include the proposed disclosures provided in paragraph 1 of the
response to comment 3 in your December 30, 2022 letter.
Cash Flows through our Organization, page 6
2.Please revise to include the proposed disclosures provided in comment 2 of your
December 30, 2022 response letter. In this regard, quantify and discuss any cash flows
and transfers of other assets by type that have occurred between the holding company and
its subsidiaries, and the direction of transfer including their tax consequences, if any, for
each period presented.
FirstName LastNameXianfeng Yang
Comapany NameBIT Mining Ltd
July 11, 2023 Page 2
FirstName LastName
Xianfeng Yang
BIT Mining Ltd
July 11, 2023
Page 2
Holding Company Structure, page 6
3.Please revise to improve legibility by increasing the font size of the text in your
organization chart here and on page 58.
Item 5. Operating and Financial Review and Prospects
Results of Operations
The year ended December 31, 2021 compared with the year ended December 31, 2020, page 67
4.Please revise to discuss the reasons for the negative profit margins in your mining pool
segment as disclosed in Note 24 and explain whether you anticipate this trend to continue
in future periods. We refer to comment 11 in your September 6, 2022 response letter.
Note 2. Summary of Significant Accounting Policies
Mining Pool Services, page F-25
5.As noted in our prior comment 3, we continue to evaluate your conclusions related to
contract inception and contract duration as per your response to comment 3 in your March
1, 2023 letter.
Sub Mining Pool Services, page F-26
6.So that we may better understand your accounting policy for sub mining pool services,
please address the following:
•Explain further the nature of these sub mining pool arrangements with third-party
pool operators.
•Clarify how these arrangements "stabilize the mining rewards" that the Group is
entitled to.
•Provide us your analysis as to how you determined you are the principal such that
revenue should be recognized gross in these arrangements. Refer to ASC 606-10-55-
36 to 55-40.
•Clarify whether you are deemed the mining pool participant in the arrangement with
the third party mining pool operator.
•Describe in detail your rationale for classifying these revenues as mining pool
revenues as opposed to cryptocurrency mining revenues.
Note 24. Segment Reporting, page F-61
7.Please revise the geographic breakdown table to explain the reference to Blockchain as a
geographic location similar to the information provided in your response to comment 14
in your December 30, 2022 letter.
FirstName LastNameXianfeng Yang
Comapany NameBIT Mining Ltd
July 11, 2023 Page 3
FirstName LastName
Xianfeng Yang
BIT Mining Ltd
July 11, 2023
Page 3
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Yi Gao