Correspondence 0001213900-25-004775 from Bitfarms Ltd (BITF) (CIK 0001812477) (BITF)
Bitfarms Ltd (BITF) (CIK 0001812477)
Date: Jan. 21, 2025 · CIK: 0001812477 · Accession: 0001213900-25-004775
AI Filing Summary & Sentiment
File numbers found in text: 333-282657
Referenced dates: January 13, 2025
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets Re: Bitfarms Ltd. Amendment No. 1 to Registration Statement on Form F-4 Filed December 20, 2024 File No. 333-282657
Dear Ms. Tillan and Mr. Sundwall,
On behalf of Bitfarms Ltd. (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 13, 2025 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form F-4 filed with the Commission on December 20, 2024 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, an amendment to the Registration Statement (the “Amendment”) in response to the Staff’s comments and to reflect certain other changes.
Securities and Exchange Commission
January 21, 2025
Page 2
The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below, followed by responses from the Company. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Amendment.
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 preemptive right provision, the standstill provision and the term of the Settlement Agreement.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 51 and 52 of the Amendment.
Bitfarms’s Reasons for the Merger, page 52
2. 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 will incur substantial transaction fees and costs in connection with the merger, which is currently estimated to be approximately $9 million.”
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 23 of the Amendment.
* * * * *
Securities and Exchange Commission
January 21, 2025
Page 3
Please contact me at (212) 735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Ryan J. Dzierniejko
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filename1.htm
Skadden,
Arps, Slate, Meagher & Flom llp
One
Manhattan West
New
York, NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS
ANGELES
PALO
ALTO
WASHINGTON,
D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG
KONG
LONDON
MUNICH
PARIS
SÃO
PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
January 21,
2025
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Crypto Assets
100
F Street, NE
Washington,
D.C. 20549
Attn: Kate
Tillan
Rolf
Sundwall
Re: Bitfarms
Ltd.
Amendment
No. 1 to Registration Statement on Form F-4
Filed
December 20, 2024
File
No. 333-282657
Dear
Ms. Tillan and Mr. Sundwall,
On
behalf of Bitfarms Ltd. (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated January 13, 2025 (the “Comment Letter”)
with respect to the above-referenced Amendment No. 1 to Registration Statement on Form F-4 filed with the Commission on December 20,
2024 (the “Registration Statement”).
Concurrently
with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval
(“EDGAR”) system, an amendment to the Registration Statement (the “Amendment”) in response to the Staff’s
comments and to reflect certain other changes.
Securities and Exchange Commission
January 21, 2025
Page 2
The
headings and paragraph numbers in this letter correspond to those contained in the Comment Letter. To facilitate the Staff’s review,
we have reproduced the text of the Staff’s comments in bold and italics below, followed by responses from the Company. Capitalized
terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions
(other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Amendment.
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 preemptive right provision,
the standstill provision and the term of the Settlement Agreement.
The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 51 and 52 of the Amendment.
Bitfarms’s
Reasons for the Merger, page 52
2. 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 will incur substantial transaction fees and costs
in connection with the merger, which is currently estimated to be approximately $9 million.”
The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 23 of the Amendment.
*
* * * *
Securities and Exchange Commission
January 21, 2025
Page 3
Please
contact me at (212) 735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Ryan J. Dzierniejko
cc: Jeffrey
Lucas, Chief Financial Officer, Bitfarms Ltd.