SEC Comment Letter 0000000000-25-000360 to Bitfarms Ltd (BITF) (CIK 0001812477) (BITF)
Bitfarms Ltd (BITF) (CIK 0001812477)
Date: Jan. 13, 2025 · CIK: 0001812477 · Accession: 0000000000-25-000360
AI Filing Summary & Sentiment
File numbers found in text: 333-282657
Letter
January 13, 2025 Benjamin Gagnon Chief Executive Officer Bitfarms Ltd. 110 Yonge Street, Suite 1601 Toronto, Ontario, Canada M5C 1T4 Re:Bitfarms Ltd. Amendment No. 1 to Registration Statement on Form F-4 Filed December 20, 2024 File No. 333-282657 Dear Benjamin Gagnon: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 8, 2024 letter. Amendment No. 1 to Registration Statement on Form F-4 The Merger Proposal, page 38 1.Refer to your response to prior comment 9. Please revise to summarize the pre- emptive right provision, the standstill provision and the term of the Settlement Agreement. Bitfarms's Reasons for the Merger, page 52 We note your response to prior comment 11. Please reconcile your statement on page 23 that "the cumulative amount of non-recurring expenses expected to be incurred by Stronghold and Bitfarms in connection with the merger and completion of the transactions contemplated by the merger agreement is currently estimated to be approximately $18.0 million" with your revised disclosure on page 54 that "Bitfarms 2.
January 13, 2025 Page 2 will incur substantial transaction fees and costs in connection with the merger, which is currently estimated to be approximately $9 million." Please contact Kate Tillan at 202-551-3604 or Rolf Sundwall at 202-551-3105 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc:Christopher Barlow
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January 13, 2025
Benjamin Gagnon
Chief Executive Officer
Bitfarms Ltd.
110 Yonge Street, Suite 1601
Toronto, Ontario, Canada M5C 1T4
Re:Bitfarms Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed December 20, 2024
File No. 333-282657
Dear Benjamin Gagnon:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 8, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4
The Merger Proposal, page 38
1.Refer to your response to prior comment 9. Please revise to summarize the pre-
emptive right provision, the standstill provision and the term of the Settlement
Agreement.
Bitfarms's Reasons for the Merger, page 52
We note your response to prior comment 11. Please reconcile your statement on page
23 that "the cumulative amount of non-recurring expenses expected to be incurred by
Stronghold and Bitfarms in connection with the merger and completion of the
transactions contemplated by the merger agreement is currently estimated to be
approximately $18.0 million" with your revised disclosure on page 54 that "Bitfarms 2.
January 13, 2025
Page 2
will incur substantial transaction fees and costs in connection with the merger, which
is currently estimated to be approximately $9 million."
Please contact Kate Tillan at 202-551-3604 or Rolf Sundwall at 202-551-3105 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Christopher Barlow