SEC Comment Letter 0000000000-23-002323 to BIT ORIGIN Ltd (BTOG) (CIK 0001735556) (BTOG)
BIT ORIGIN Ltd (BTOG) (CIK 0001735556)
Date: March 9, 2023 · CIK: 0001735556 · Accession: 0000000000-23-002323
AI Filing Summary & Sentiment
File numbers found in text: 333-268501
Letter
United States securities and exchange commission logo March 9, 2023 Lucas Wang Chief Executive Officer Bit Origin Ltd. 375 Park Ave, Fl 1502 New York, NY 10152 Re:Bit Origin Ltd. Amendment No. 3 to Registration Statement on Form F-3 Filed March 1, 2023 File No. 333-268501 Dear Lucas Wang: We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 15, 2023 letter. Amendment No. 3 to Registration Statement on Form F-3 Miners, page 5 1.Refer to your response to prior comment 2. You disclose that you do not currently trade Bitcoin on any exchange or store Bitcoin on any trading platform but that you do trade Bitcoins for fiat currency as you note that "[i]f the Bitcoins price decreases when we trade the Bitcoins for fiat currency, the amount of fiat currency we receive will decrease as well and our results of operation will be negatively impact[ed]." Please clarify how you trade Bitcoin for fiat currency and the policies related to when you do trade Bitcoin for fiat currency.
FirstName LastNameLucas Wang Comapany NameBit Origin Ltd. March 9, 2023 Page 2 FirstName LastName Lucas Wang Bit Origin Ltd. March 9, 2023 Page 2 Prospectus Summary Business Overview, page 5 2.We note your response to comment 11 in our January 20, 2023 letter indicating that you had no exposure to recent bankruptcies and crypto market disruptions. In light of more recent events, including those related to Voyager Digital, Genesis, BlockFi, and Silvergate Capital, please tell us whether you have any material exposure and revise as appropriate. In addition, revise the fourth risk factor on page 22 to specify whether or not you have experienced any issues with banks or other financial institutions as discussed generally in the risk factor. Mining Facilitates Cheyenne, Wyoming, page 9 3.Refer to your response to comment 3. Please expand your discussion of the partnership agreement so that investors understand the term of the agreement, any termination provisions, liquidation rights, liabilities and responsibilities pursuant to the partnership agreement. Please contact Sonia Bednarowski at 202-551-3666 or Matthew Derby at 202-551-3334 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets
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United States securities and exchange commission logo
March 9, 2023
Lucas Wang
Chief Executive Officer
Bit Origin Ltd.
375 Park Ave, Fl 1502
New York, NY 10152
Re:Bit Origin Ltd.
Amendment No. 3 to
Registration Statement on Form F-3
Filed March 1, 2023
File No. 333-268501
Dear Lucas Wang:
We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 15, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-3
Miners, page 5
1.Refer to your response to prior comment 2. You disclose that you do not currently trade
Bitcoin on any exchange or store Bitcoin on any trading platform but that you do trade
Bitcoins for fiat currency as you note that "[i]f the Bitcoins price decreases when we trade
the Bitcoins for fiat currency, the amount of fiat currency we receive will decrease as well
and our results of operation will be negatively impact[ed]." Please clarify how you trade
Bitcoin for fiat currency and the policies related to when you do trade Bitcoin for fiat
currency.
FirstName LastNameLucas Wang
Comapany NameBit Origin Ltd.
March 9, 2023 Page 2
FirstName LastName
Lucas Wang
Bit Origin Ltd.
March 9, 2023
Page 2
Prospectus Summary
Business Overview, page 5
2.We note your response to comment 11 in our January 20, 2023 letter indicating that you
had no exposure to recent bankruptcies and crypto market disruptions. In light of more
recent events, including those related to Voyager Digital, Genesis, BlockFi, and Silvergate
Capital, please tell us whether you have any material exposure and revise as appropriate.
In addition, revise the fourth risk factor on page 22 to specify whether or not you have
experienced any issues with banks or other financial institutions as discussed generally in
the risk factor.
Mining Facilitates
Cheyenne, Wyoming, page 9
3.Refer to your response to comment 3. Please expand your discussion of the partnership
agreement so that investors understand the term of the agreement, any termination
provisions, liquidation rights, liabilities and responsibilities pursuant to the partnership
agreement.
Please contact Sonia Bednarowski at 202-551-3666 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets