As filed with the U.S. Securities and Exchange Commission on July 31, 2025.

Registration No. 333-285108

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 4

TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________

BGIN BLOCKCHAIN LIMITED
(Exact name of registrant as specified in its charter)

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#09 12 Paya Lebar Square
60 Paya Lebar Road
Singapore 409051
+65 9658 5681
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

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†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED JULY 31, 2025

6,000,000 Class A Ordinary Shares

BGIN BLOCKCHAIN LIMITED

This is an initial public offering of the Class A ordinary shares of BGIN BLOCKCHAIN LIMITED (“Bgin,” the “Company,” “our Company,” “we,” “our,” “ours,” or “us”). We are offering on a firm commitment basis our Class A ordinary shares, par value US$0.0000695652173913043 per share. We expect the initial public offering price to be in the range of US$5.00 to US$7.00 per Class A ordinary share.

Prior to this offering, there has been no public market for our Class A ordinary shares. We have applied to list our Class A ordinary shares on the Nasdaq Stock Market under the symbol “BGIN”. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A ordinary shares will be approved for listing on the Nasdaq Stock Market.

Investing in our Class A ordinary shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 28 to read about factors you should consider before buying our Class A ordinary shares.

Our issued and outstanding share capital consists of Class A ordinary shares and Class B ordinary shares. After the completion of this offering, Mr. Qingfeng Wu, our founder and chief executive officer, through Decho Investment Limited, will beneficially own none of our total issued and outstanding Class A ordinary shares and 100% of our total issued and outstanding Class B ordinary shares, representing 55.03% of our total voting power, assuming the option to purchase additional Class A ordinary shares is exercised by the underwriters in full. As a result, we will be a “controlled company” as defined under Nasdaq Listing Rules 5615(c). As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. However, we do not currently intend to elect to opt out of corporate governance requirements under the Nasdaq Listing Rules as a result of being a “controlled company.” See “Risk Factors — Risks Related to Our Corporate Structure.”

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary — Implications of our being an ‘Emerging Growth Company’” on pages 28 and 24, respectively.

This prospectus refers to (i) BGIN BLOCKCHAIN LIMITED, a Cayman Islands holding company, as the “Company,” “Bgin”, “we”, “our” and “us”, and (ii) the Company’s subsidiaries as “our subsidiaries” or the “subsidiaries”. The Cayman Islands holding company does not conduct any business operations and the Company’s subsidiaries are entities that conduct business operations in Singapore, the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and the U.S. Investors in our Class A ordinary shares and other equity securities we issue are not purchasing equity interests in our subsidiaries but instead are purchasing equity interests in the Company, the ultimate Cayman Islands holding company.

Bgin is not an operating company, but an exempted company with limited liability incorporated in the Cayman Islands. As an exempted company with no material operations, our operations are conducted by our subsidiaries, including (i) our subsidiaries in Singapore, Bgin Tech Pte. Ltd. (“Bgin Singapore”) and Bgin Technologies Pte Ltd (“Bgin SG”), (ii) our subsidiaries in Hong Kong, Bgin Tech Limited (“Bgin HK”), Bgin Trading Limited (“Bgin Trading”), Bgin Trade HK Limited (“Bgin Trade HK”), and Bgin Chip Limited (“Bgin Chip”), (iii) our subsidiaries in the U.S., Bgin Infrastructure, LLC (“Bgin Infrastructure US”), BGIN MANAGEMENT, LLC (“Bgin Management”) and Bgin Mining Inc. (“Bgin Mining”). This is an offering of the Class A ordinary shares of BGIN BLOCKCHAIN LIMITED, an exempted company incorporated in the Cayman Islands, instead of shares of our operating entities. This structure involves unique risks to the investors as you may never directly hold any equity interest in our operating subsidiaries, and our ability to receive dividends and other contribution from our subsidiaries in Hong Kong is significantly affected by regulations promulgated by Hong Kong or PRC authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations would likely result in a material change in the operations of our operating entities and/or a material change in the value of the securities we are registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless” on page 32.

(Prospectus cover continued on the following page.)

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(1)         See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriters.

(2)         We expect our total cash expenses for this offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $3,323,717, exclusive of the above discounts. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, or FINRA, as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A ordinary shares if any such shares are taken. We have granted the underwriters an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of the Class A ordinary shares to be offered by us pursuant to this offering (excluding Class A ordinary shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be $2,277,000 based on an assumed offering price of $6.0 per Class A ordinary share, the midpoint of the price range set forth on the cover page, and assuming that 50% of the investors in this offering are introduced by the underwriters and 50% of the investors in this offering are introduced by the Company, and the total gross proceeds to us, before underwriting discounts and expenses, will be $41,400,000.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A ordinary shares to purchasers in the offering on or about            , 2025.

D. Boral Capital

Prospectus dated            , 2025

(Prospectus cover continued from preceding page.)

In addition to our operations in the U.S. and Singapore, a portion of our operations are conducted in Hong Kong by Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip, our subsidiaries in Hong Kong. As such, we are subject to certain legal and operational risks associated with such operating subsidiaries being based in Hong Kong and having all of their operations to date in Hong Kong. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. Nevertheless, the Chinese government may intervene or influence our current or future operations in Hong Kong at any time. For details relating to risks of doing business in Hong Kong, see “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China.”

In addition, through Bgin SG, we entered into an agreement with our affiliated entity, Shenzhen Bgin Technology Co., Ltd., a company formed in the PRC (“Shenzhen Bgin”), pursuant to which Shenzhen Bgin agreed to provide project requirement development services and maintenance services to Bgin HK. Historically, from March 31, 2022 to June 2024, we also entered into agreements with Shenzhen Bgin through Bgin HK, pursuant to which agreements Shenzhen Bgin agreed to provide research and development services, administrative support, and maintenance services to Bgin HK, and from March 2019 to May 2022, Bgin HK also entered into a series of agreements with Shenzhen Bgin and its subsidiary, Zhongshan Bgin Technology Co., Ltd., a company formed in the PRC (“Zhongshan Bgin”), pursuant to which our affiliated entities provided services to Bgin HK with respect to the manufacturing of mining machines and the operation of mining farms in the PRC. See “Prospectus Summary — Agreements with Affiliated Entities Controlled by Our Directors and Officers.”

In general, any risks related to doing business in Mainland China also apply to doing business in Hong Kong. Uncertainties arising from the legal system in the PRC, including Hong Kong, in which uncertainties regarding the interpretation and enforcement of laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China.” In recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, which may in the future impact our ability to conduct out business, accept foreign investments or list on a U.S. or other foreign exchange if we were to become subject to such regulations. In light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong. Moreover, all the legal and operational risks associated with having operations in the PRC also apply to operations in Hong Kong. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government has intervened and may continue to intervene or influence our current and future operations in Hong Kong at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like ourselves. On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five relevant supporting guidelines, which took effect on March 31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either by direct or indirect means, are required to fulfill the filing procedures with the CSRC and report relevant information. The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) more than 50% of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by PRC domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, fulfil the filing procedure with the CSRC. As advised by our PRC legal counsel, we are not required to obtain the approval from or complete filings with the CSRC for this offering based on the facts that: (1) we do not meet the above explicit conditions set out in the Overseas Listing Trial Measures to determine whether an overseas offering shall be deemed as an indirect overseas offering and listing by a domestic company; (2) we do not have any subsidiary in mainland China or use any VIE structure to control any entity in mainland China; and (3) the main parts of our business activities are not conducted in mainland China and our main place of business is located in Singapore, the U.S. and Hong Kong. However, as the Overseas Listing Trial Measures was newly published, there are substantial uncertainties as to the implementation and interpretation, and the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the Overseas Listing Trial Measures adopts the principle of “substance over form” regarding the determination of “indirect overseas offering and listing by a domestic company”, over which the CSRC may have substantial discretions. If we are required by the CSRC to submit and complete the filing procedures of this offering and listing, we cannot assure you that we will be able to complete such filings in a timely manner, or even at all. Any failure by us to comply with such filing requirements under the Overseas Listing Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or to continue to offer our securities. If certain PRC laws and regulations were to become applicable to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations, and significantly limited or completely hinder our ability to continue our operations and/or our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including the Class A ordinary shares, to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in

Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless” on page 32, “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — The enactment of Law of the PRC on Safeguarding National Security in Hong Kong (the “Hong Kong National Security Law”) and the enactment of Safeguarding National Security Ordinance in Hong Kong (the “Hong Kong National Security Ordinance”) could impact our Hong Kong subsidiaries”, “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations” and “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — If we were to be required to obtain any permission or approval from or complete filings with the CSRC, the CAC, or other PRC authorities in connection with this offering under PRC law, our ability to offer or continue to offer our securities to investors could be significantly limited or hindered, which could cause the value of our Class A ordinary shares to significantly decline or become worthless, and we may be fined or subject to other sanctions, and our business, reputation financial condition, and results of operations may be materially and adversely affected” on page 36.

As of the date of this prospectus, our subsidiaries’ mining operations (otherwise referred to as “self-mining”) are conducted in the United States, and a substantial amount of our assets are located in the United States. Since April 2023, our business of selling mining machines designed by us has also been conducted in the United States through Bgin Mining, in Hong Kong through Bgin Trading and in Singapore through Bgin SG. However, many of our directors and officers, including Mr. Zhao Xiang, Mr. Pengju Wang, and Mr. Qi Shao are all nationals and residents of mainland China, and a substantial portion of their assets are located in mainland China. Additionally, Mr. Qiuhua Li and Mr. Qingfeng Wu, our directors and officers, while being nationals of Mainland China, are residents of Singapore and Hong Kong, respectively. Further, Mr. Boquan He and Mr. Chung Shing (Paul) Tsang, our independent directors, are residents of Hong Kong, and a substantial portion of their assets are located in Hong Kong. Mr. Nicholas Williams, our communications officer, a national of the United Kingdom, is a resident of Hong Kong, and a substantial portion of his assets are located in Hong Kong. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to bring actions or enforce against us or our directors and officers judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. See “Enforceability of Civil Liabilities.”

Additionally, our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (“PCAOB”), is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is currently subject to PCAOB inspections and PCAOB is able to inspect our auditor, with the last inspection having occurred in February 2025, and it is not subject to the determinations announced by the PCAOB on December 16, 2021. However, recent developments could add uncertainties to this offering and we cannot assure you that the Nasdaq Stock Market (“Nasdaq”) or regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. Moreover, an exchange may determine to delist our securities, and our Class A ordinary shares may be prohibited from being traded on a national exchange, or an exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable, or determines that it cannot, inspect or fully investigate our auditors for two consecutive years. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law. The Consolidated Appropriations Act contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two, thus reducing the time period before our securities may be prohibited from trading or delisted. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already resuming regular inspections, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the Holding Foreign Companies Accountable Act if needed and does not have to wait another year to reassess its determinations. Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the Holding Foreign Companies Accountable Act. The delisting of our Class A ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment in the future. See more detailed discussion of this risk factor on page 32 of this prospectus, “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — A recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.”

We are permitted under the laws of the Cayman Islands to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip are permitted under the laws of Hong Kong to provide funding to Bgin, the holding company incorporated in the Cayman Islands, through dividend distribution or payments without restrictions on the amount of the funds.

The PRC government’s significant authority to intervene in or influence operations of an offshore holding company at any time could limit our ability to transfer cash both into and outside of China, including Hong Kong. See “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — The PRC government’s significant authority to intervene in or influence the Mainland China operations of an offshore holding company at any time could limit our ability to transfer or use our cash outside of Mainland China, and otherwise result in material adverse change in our operations and the value of our Class A ordinary shares” on page 31 for more information. From time to time, cash may be transferred between our Cayman Islands holding company and its subsidiaries, and among the Company’s subsidiaries as intercompany cash transfers. For the fiscal year ended December 31, 2022, (i) Bgin HK transferred cash in the amount of

TABLE OF CONTENTS

About this Prospectus

You should rely on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and seeking offers to buy the Class A ordinary shares, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A ordinary shares. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we nor the underwriters have taken any action to permit a public offering of the Class A ordinary shares outside the United States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States. For the avoidance of doubt, no offer or invitation to subscribe for the Class A ordinary shares is made to the public in the Cayman Islands. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Class A ordinary shares and the distribution of this prospectus or any filed free-writing prospectus outside the United States.

Until             , 2025 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “ALPH” are to Alephium, a cryptocurrency operating on a sharded layer 1 blockchain;

•        “amended and restated memorandum and articles” are to the amended and restated memorandum and articles of association of Bgin to be adopted upon effectiveness of this prospectus;

•        “ASIC(s)” are to application-specific integrated circuit(s), microchip(s) designed for a special application;

•        “BGA” are to Bugna, a digital currency using proof-of-work consensus mechanism;

•        “Bgin CA” are to Bgin CA Limited, a limited liability company formed under the laws of the British Virgin Islands and a former indirect wholly-owned subsidiary of Bgin, which was dissolved on March 13, 2025;

•        “Bgin Chip” are to Bgin Chip Limited, a limited liability company formed in Hong Kong and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Construction” are to BGIN CONSTRUCTION INC., a corporation incorporated in the State of Delaware and a wholly-owned subsidiary of Bgin EU;

•        “Bgin EU” are to BGIN EU LIMITED, a private company limited by shares formed under the laws of Ireland (as defined below) and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Field” are to Bgin Field Limited, a limited liability company formed under the laws of the British Virgin Islands and a wholly-owned subsidiary of Bgin;

•        “Bgin HK” are to Bgin Tech Limited, a Hong Kong company incorporated on March 18, 2019 and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Infrastructure US” are to Bgin Infrastructure, LLC, a limited liability company formed in the State of Delaware and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Management” are to BGIN MANAGEMENT, LLC, a limited liability company formed in the State of Delaware and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Mining” are to Bgin Mining Inc., a corporation formed in the State of Nebraska and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Rig” are to Bgin Rig Limited, a limited liability company formed under the laws of the British Virgin Islands and a wholly-owned subsidiary of Bgin;

•        “Bgin SG” are to Bgin Technologies Pte Ltd, a limited liability company formed in Singapore and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Singapore” are to Bgin Tech Pte. Ltd., a limited liability company formed in Singapore and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Trade HK” are to Bgin Trade HK Limited, a limited liability company formed in Hong Kong and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin Trading” are to Bgin Trading Limited, a limited liability company formed in Hong Kong and an indirect wholly-owned subsidiary of Bgin;

•        “Bgin US” are to Bgin US Limited, a limited liability company formed under the laws of the British Virgin Islands and an indirect wholly-owned subsidiary of Bgin;

•        “BVI” are to the British Virgin Islands;

•        “CAGR” are to compound annual growth rate;

•        “China” or the “PRC” are to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        “Class A ordinary shares” are to our Class A ordinary shares, par value US$0.0000695652173913043 per share;

•        “Class B ordinary shares” are to our Class B ordinary shares, par value US$0.0000695652173913043 per share;

•        “Company,” “Bgin,” “we”, “us”, or “our,” are to BGIN BLOCKCHAIN LIMITED, a Cayman Islands exempted company, and to describing our consolidated financial information;

•        “cryptocurrency” are to any form of currency that only exists digitally, that usually has no central issuing or regulating authority but instead uses a decentralized system to record transactions and manage the issuance of new units, and that relies on cryptography to prevent counterfeiting and fraudulent transactions;

•        “Decho Investment” are to Decho Investment Limited, a limited liability company formed under the laws of the British Virgin Islands and controlled by Mr. Qingfeng Wu;

•        “digital assets” are to any digital representation of value that may function as a medium of exchange, a unit of account, and/or a store of value. Digital assets may include, but not limited to, cryptocurrencies;

•        “Frost & Sullivan Report” are to the industry report commissioned by us and prepared by Frost & Sullivan International Limited, or “Frost & Sullivan,” an independent research firm, titled “Global Blockchain and Cryptocurrency Market”, to provide information regarding our industry and our global market position;

•        “FPGA(s)” are to field-programmable gate array(s), the integrated circuit(s) designed to be configured by customers after manufacturing;

•        “GH” are to GigaHashes and “GH/s” are to GigaHashes per second, representing 1,000,000,000 hashes per second;

•        “GPU(s)” are to graphics processing unit(s);

•        “hash” are to the computation run by mining machines in support of the blockchain;

•        “hash rate” are to the speed at which a computer can solve computations in support of the blockchain;

•        “Hong Kong” or “HK” are to the Hong Kong Special Administrative Region of the People’s Republic of China;

•        “HK$” and “HK dollars” are to the legal currency of Hong Kong;

•        “Investment Company Act” or “1940 Act” are to the Investment Company Act of 1940;

•        “Ireland” are to the Republic of Ireland;

•        “KAS” are to “Kaspa”, a cryptocurrency relying on proof-of-work system;

•        “Memorandum and Articles” are to the current amended and restated memorandum and articles of association of Bgin;

•        “MH” are to MegaHashes and “MH/s” are to MegaHashes per second, representing 1,000,000 hashes per second;

•        “Moon Aquarius” are to Moon Aquarius Limited, a limited liability company formed under the laws of the British Virgin Islands and controlled by Mr. Qiuhua Li;

•        “Mainland China” are to the People’s Republic of China, excluding Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region;

•        “ordinary shares” are to our Class A and Class B ordinary shares, par value US$0.0000695652173913043 per share;

•        “PCB” are to printed circuit board, a base for mounting microelectronic components in electronics;

•        “PH” are to PetaHash and “PH/s” are to PetaHashes per second, representing 1,000,000,000,000,000 hashes per second;

•        “RMB” and “Renminbi” are to the legal currency of China;

•        “RXD” are to Radiant, a peer-to-peer programmable digital asset system;

•        “SDR” are to Special Drawing Rights, an international reserve asset created by the International Monetary Fund to supplement the official reserves of its member countries;

•        “Singapore dollars” and “S$” are to the legal currency of Singapore;

•        “Tether” or “USDT” are to an asset-backed cryptocurrency “stablecoin” with an exchange rate pegged to fiat currency and designed to be valued at US$1.0;

•        “TH” are to TeraHashes and “TH/s” are to TeraHashes per second, representing 1,000,000,000,000 hashes per second;

•        “U.S.”, “US” or “United States” are to United States of America, its territories, its possessions and all areas subject to its jurisdiction;

•        “U.S. GAAP” are to generally accepted accounting principles in the United States; and

•        “$,” “dollars,” “US$” or “U.S. dollars” are to the legal currency of the United States.

We do not have any operations of our own. We are a holding company with operations conducted (i) in Hong Kong through our Hong Kong operating subsidiaries Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip, using U.S. dollars as their functional currency, (ii) in Singapore through our Singapore subsidiaries, Bgin Singapore and Bgin SG, using U.S. dollars as their functional currency, and (iii) in the U.S. through our U.S. subsidiaries, Bgin Infrastructure US, Bgin Management and Bgin Mining, using U.S. dollars as their functional currency. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of its readers. Assets and liabilities are translated into U.S. dollars at the closing rate of exchange as of the balance sheet dates, the statement of income is translated using average rate of exchange in effect during the reporting periods, and the equity accounts are translated at historical exchange rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The shareholders’ equity accounts were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

Translations from HK dollars to U.S. dollars and from U.S. dollars to HK dollars in this prospectus are made at a pegged exchange rate of US$1=HK$7.8. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made as follows:

RISK FACTORS

An investment in our Class A ordinary shares involves a high degree of risk. Before deciding whether to invest in our Class A ordinary shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A ordinary shares to decline, resulting in a loss of all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A ordinary shares if you can bear the risk of loss of your entire investment.

Risks Related to Doing Business in Hong Kong and Mainland China

Through our Hong Kong subsidiaries, we maintain service or freelancer agreements with PRC individuals, including our officer, Mr. Pengju Wang, who is based in Mainland China and provides services to us. Such service relationship does not constitute a labor relationship under the PRC laws and the service providers are unable to enjoy the protection under the PRC Labor Law and other related regulations, as a result of which we may be subject to arbitration or litigation filed by such service providers or required to adjust such form of services in the future.

As of July 30, 2025, through our Hong Kong subsidiaries, we maintain service agreements with 34 PRC individuals, including our officer, Mr. Pengju Wang, who is based in Mainland China and provides services to us. The service relationship between our Hong Kong subsidiaries and such PRC citizens does not constitute a labor relationship which refers to a relationship between enterprises in mainland China and employees under the PRC Labor Law but rather a civil legal relationship of the provision and receipt of services under the PRC laws, as a result of which, we are not required to pay social insurance premiums and housing provident funds for such PRC individuals. Currently, there are no explicit regulations under the PRC laws that apply to or restrict the provision of services by PRC individual in mainland China to a Hong Kong company. However, if these PRC individuals believe that they have a substantial labor relationship under the PRC laws with Bgin HK, they may initiate labor arbitration or litigation against Bgin HK for compensation alleging their inability to enjoy the protection of the PRC Labor Law and such other related regulations of mainland China. In addition, we cannot assure you that this form of service provision will not be regulated by new legislation in the PRC in the future and then we may be required to make further adjustments to this kind of business service practice. Any such events may result in substantial and unexpected expenditures and could materially and adversely affect our business, financial condition, and results of operations.

The compensation to the PRC service providers and procurement and service fees to our affiliated entity are and were paid in Renminbi by Bgin HK through a third-party payment institution. If the third-party payment institution providing service for us fails to hold the relevant licenses for cross-border payment business, we shall have to make arrangements with other qualified third-party payment institutions or otherwise make the cross-border payments through a bank.

The compensation to the PRC service providers who entered into service or freelancer agreements with Bgin HK is paid in Renminbi by Bgin HK through a third-party payment institution, which exchanges the U.S. dollars received from Bgin HK for Renminbi. In addition, prior to July 2023, Shenzhen Bgin, an affiliated entity of ours, was responsible for engaging with third-party production partners on behalf of Bgin HK. The payment to third-party suppliers was first made by Shenzhen Bgin in Renminbi, and then Bgin HK reimbursed Shenzhen Bgin through a third-party payment institution, which exchanged the U.S. dollars received from Bgin HK for Renminbi.

According to the Administrative Measures on the Payment Services Provided by Non-financial Institutions issued by the People’s Bank of China, or PBOC, on June 14, 2010 and effective on September 1, 2010, non-financial institutions are required to obtain the Payment Business License for their payment services. Furthermore, payment institutions may only conduct foreign exchange business after going through the formalities for the registration in the directory of trade foreign exchange receipt and payment enterprises (“Directory Registration”) pursuant to the Administrative Measures for the Foreign Exchange Business of Payment Institutions promulgated by the State Administration of Foreign Exchange (“SAFE”) on April 29, 2019 and effective on the same day. Therefore, third-party payment institutions shall not be permitted to provide cross-border payment services unless they obtain the Payment

Business License and complete the Directory Registration. We cannot assure you that the third-party payment institution providing payment services for us could obtain or hold the relevant cross-border payment licenses and if it fails to obtain and hold the required licenses or cooperate with other institutions with such licenses, it may be subject to a fine of up to 30% of the amount involved in the illegal conversion of foreign exchange or ordered to terminate its payment business. If this were to occur, we would have to make arrangements with other qualified third-party payment institutions or make payments to the PRC service providers and our affiliated entities through a qualified bank.

Through Bgin HK, our Hong Kong subsidiary, we had entered into agreements with our affiliated entities, which operated our subsidiaries’ mining machines in Mainland China prior to October 2022. Even though we have ceased such practice since October 2022, the operation of mining machines in China prior to October 2022 was in violation of applicable laws regulating cryptocurrency mining activities in Mainland China.

In recent years, the PRC government has pursued a crackdown on cryptocurrency mining and trading in mainland China. On September 15, 2021, the PBOC, with nine other Chinese government authorities, jointly released the Circular on Further Preventing and Handling the Risks Concerning Speculation in Virtual Currency Trading, or Circular No. 237, which for the first time, deemed all cryptocurrency-related business activities, including: (i) exchanging legitimate currencies and cryptocurrencies or different types of crypto currencies for each other, (ii) trading cryptocurrencies as central counterparty, (iii) provision of intermediary services or pricing services for cryptocurrency transactions, (iv) issuance of tokens for financing, and (v) cryptocurrency related derivatives trading, as “illegal financial activities” that could involve illegal offerings of token notes, unauthorized public offerings of securities, illegal operation of futures businesses or illegal fundraising. It also provided that any cryptocurrency exchange offering services to Chinese residents from outside mainland China through the internet will also be regarded as conducting “illegal financial activities.” Also, according to the Notice on Regulating Virtual Currency “Mining” Activities, or Circular No. 1283, jointly issued by the National Development and Reform Commission (“NDRC”) and ten other authorities on September 3, 2021, then existing cryptocurrency mining projects shall be phased out within the time limits set by local governments and greenfield cryptocurrency mining projects are outright banned by including cryptocurrency mining as an “eliminated industry” in the Catalogue for Guiding Industry Restructuring, or the Catalogue. An eliminated industry refers to an industry to be retired and eliminated in China, and once certain projects fall into the eliminated category, the investment in these projects will be prohibited and they shall be eliminated within a specified time limit and the production technique, equipment and products to be eliminated by explicit orders of the state must not be imported, transferred, produced, sold, used or adopted in accordance with the Interim Provisions on Promoting Industry Restructuring promulgated by the State Council on December 2, 2005. The revised Catalogue came into effect on December 30, 2021 and cryptocurrency mining was officially listed as an “eliminated industry,” and during the period from September 3, 2021 to December 30, 2021, cryptocurrency mining was deemed as an eliminated industry and subject to relevant provisions. Thus, the continuing operation of cryptocurrency mining equipment after September 3, 2021 would not be in compliance with applicable PRC laws and regulations and may subject the operator to certain penalties. Pursuant to the Circular Economy Promotion Law which was promulgated by the Standing Committee of the National People’s Congress of the PRC (“NPC”) on October 26, 2018 and came into effect on the same day, any individual or company which uses equipment or production technique which has been ordered to be eliminated by the State may be ordered to cease the use, and such equipment and materials shall be confiscated, and a fine of not less than RMB50,000 but not more than RMB200,000 shall be imposed. If the circumstances are serious, the individual or company may be ordered to suspend or close down.

Our management carefully evaluated the language and potential impact of Circular No. 237 and the Catalogue on the Company’s operations in mainland China immediately after they were published. Based on its interpretation of the language of Circular No. 237 and the Catalogue, the management believed that suspending all mining activities at that time would cause the Company to lose all of its revenue and income for a substantial period of time and therefore materially and adversely affect the Company’s business operations, financial position, and results of operations, which could potentially be a bigger loss to the Company compared to potential monetary penalties that could be imposed by the PRC authorities for the violation. As such, after weighing its options, in September 2021, management decided to continue the Company’s mining activities but to gradually phrase out its operations in mainland China, and made the strategic decision to move its operations to the U.S. From November 2021, the Company started searching for mining facilities in the U.S., and by October 2022, all of the mining machines the Company owned at that time were shipped to mining farms and hosting facilities in the U.S.

As of the date of this prospectus, we do not own or operate any mining facility in mainland China and all of our mining machines previously located in Mainland China have been shipped to the United States. Historically, through Bgin HK, we had service agreements with our affiliated entities, Shenzhen Bgin and Zhongshan Bgin, pursuant to which they provided management and administration services to mining machines located in several facilities in mainland China that were operated during the fiscal year ended December 31, 2021. As of June 30, 2022, we had suspended those service agreements and ceased activities in those facilities. Furthermore, Bgin HK entered into an escrow agreement with an unrelated third party in October 2021, pursuant to which our mining machines were hosted in a facility owned by such unrelated third party. The escrow agreement expired on October 9, 2022. As of the date of this prospectus, we have completely ceased all mining activities in Mainland China, and all our mining machines previously operated in Mainland China have been shipped to the U.S. Due to the failure to terminate the cryptocurrency mining activities in mainland China in a timely manner, our affiliated entities and the unrelated third party mentioned above, as the service providers providing related services to Bgin HK, may be fined, and the hosting facilities leased and managed by them may be ordered to close down and under serious circumstances, they may be ordered to suspend business or to close down by the relevant authorities. As advised by Commerce & Finance Law Offices, our PRC legal counsel, based on the confirmation by us that (i) as of the date of this prospectus, the service relationship between Bgin HK and the aforementioned unrelated third-party was terminated and we have shipped all of our mining machines out of Mainland China and to the United States and ceased all cryptocurrency mining projects in Mainland China; and (ii) as of the date of this prospectus, our affiliated entities and the unrelated third party have not received any inquiry, notice, warning, or sanction in such respect, we believe that the risk that our affiliated entities and the unrelated third party would be subject to material administrative penalties by the relevant authorities of mainland China is low. However, in the event that they are found to have been in violation of applicable PRC laws and regulations and imposed administrative penalties, we may be exposed to liability or compensation for breach of contract asserted against us by our affiliated entities and the unrelated third party, which would materially and adversely affect our business, financial condition, and results of operations.

If the shipment of our subsidiaries’ mining machines from Mainland China to the U.S. are deemed to be in violation of applicable PRC laws and regulations, we may be subject to claims for breach of contract or compensation by third parties, and our business operations, financial position and results of operations may be adversely affected.

In 2022, we shipped all of the mining machines owned by our subsidiaries from Mainland China to the mining farms and hosting facilities located in Nebraska and West Virginia.

According to the Decision of the National Development and Reform Commission on Amending the Guidance Catalogue for Industrial Structure Adjustment (2019), virtual currency “mining” activities are classified as “production processes and equipment to be eliminated.” According to the decision of the State Council on the issuance and implementation of the Interim Provisions for the Promotion of Industrial Restructuring, production processes, equipment and products that are explicitly eliminated by the state shall not be imported, transferred, produced, sold, used or adopted.

According to Article 17 of the Energy Conservation Law of the People’s Republic of China, the production, import and sale of energy-using products and equipment that are explicitly eliminated by the state or do not meet mandatory energy efficiency standards is prohibited. Any use of energy-using equipment and production processes that are explicitly eliminated by the state is prohibited. According to Article 18 of the Circular Economy Promotion Law of the People’s Republic of China, the production, import, sale and use of equipment and materials and the use of technologies and processes included on the elimination list are prohibited.

According to Article 15 of the Foreign Trade Law of the People’s Republic of China, the state may restrict or prohibit the import or export of goods or technologies based on the following reasons: (a) to protect national security, social public interest or public morality; (b) to protect human health or safety, to protect the life or health of animals or plants, and to protect the environment; (c) for the implementation of measures related to the import and export of gold or silver; (d) for purposes of addressing domestic supply shortages or for the effective protection of natural resources that may be exhausted; (e) market capacity is limited in the exporting country or region; (f) the export market is disordered; (vii) to protect specific domestic industries; (h) imports of any form of agriculture, animal husbandry, fisheries products; (i) to protect the country’s international financial position and balance of payments; (j) in accordance with the provisions of other laws and administrative regulations or international treaties and agreements. Article 16 of the Foreign Trade Law of the People’s Republic of China provides that the state may take any necessary measures to maintain national security with respect to the import and export of goods and technology related to fission or fusion

substances or substances derived from such substances, as well as the import and export of weapons, ammunition or other military materials. In times of war or to maintain international peace and security, the state may take any necessary measures in the import and export of goods and technology.

According to the foregoing provisions, (i) “mining” activities, rather than mining machines, are listed within the “production process and equipment to be eliminated” listed in the Industrial Structure Adjustment Guidance Catalogue (2019) and thus shall not be imported, transferred, produced, sold, used and adopted, (ii) the Law of the People’s Republic of China on Energy Conservation and the Law of the People’s Republic of China on the Promotion of Circular Economy do not prohibit the export of “production process and equipment to be eliminated”, and (iii) mining machines are not prohibited from export activities under the Foreign Trade Law of the People’s Republic of China, nor are they included in the list of goods prohibited or restricted for export as stipulated in the Regulations on the Import and Export of Goods of the People’s Republic of China.

According to Article 36 of the PRC Administrative Penalty Law, where an illegal act is not discovered within two years of its commission, no administrative penalty shall be imposed on the offender.

Based on the foregoing, in the opinion of Commerce & Finance Law Offices, our PRC legal counsel, considering that we have shipped all of the mining machines owned by our subsidiaries from Mainland China to the mining farms and hosting facilities located in Nebraska and West Virginia and the third-party carriers have completed applicable export procedures, such as custom declarations, the risk for the act of shipping mining machines overseas from Mainland China by third parties entrusted by our subsidiaries to be found in violation of laws and regulations of mainland China related to “mining” activities and thus subject to penalties is remote. However, if the mining machines were deemed to be goods prohibited or restricted for export during the inspection of the customs within two (2) years of the date on which the export machines were released, the act of shipping mining machines overseas from Mainland China would be considered to be in violation of the foregoing laws and regulations related to import or export, as a result of which the third parties entrusted by our subsidiaries may be subject to a fine up to 30% of the value of the machines under shipment in the case of restricted exports or up to RMB1 million in the case of prohibited exports, provided that such exports do not constitute smuggling. Under such circumstances, we may be exposed to liability or compensation for breach of contract asserted against us by those third parties. In such event, our business operations, financial position and results of operations may be materially and adversely affected.

The PRC government’s significant authority to intervene in or influence the Mainland China operations of an offshore holding company at any time could limit our ability to transfer or use our cash outside of Mainland China and limit our ability to transfer cash both into and outside of China, including Hong Kong, and otherwise result in material adverse change in our operations and the value of our Class A ordinary shares.

Our business, prospects, financial condition, and results of operations may be influenced to a significant degree by political, economic, and social conditions in China generally. In general, any risks related to doing business in Mainland China also apply to doing business in Hong Kong. Uncertainties arising from the legal system in the PRC, including Hong Kong, in which uncertainties regarding the interpretation and enforcement of laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless. See “— Risks Related to Doing Business in Hong Kong and Mainland China” for other risk factors relating to doing business in Hong Kong and Mainland China.

The PRC government has significant authority to intervene in or influence the Mainland China operations of an offshore holding company at any time as the government deems appropriate to advance regulatory and social objectives and policy positions. We cannot assure you that policies and regulations implemented by the PRC government will not be extended in the future to cover businesses operating in Hong Kong including our subsidiaries. The PRC government may also prevent us from transferring the cash we maintain in Hong Kong outside of China, or restrict our ability to deploy our cash into the Company or the ability of our Hong Kong subsidiaries to pay dividends. The PRC government may also limit our ability to transfer cash both into and outside of China, including Hong Kong. Any such action could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our subsidiaries’ business, pay dividends, or otherwise fund and conduct our subsidiaries’ business, and could result in a material adverse change to our subsidiaries’ business operations, including our Hong Kong subsidiaries’ operations, our prospects, financial condition, and results of operations, require us to seek additional permission to continue our subsidiaries’ operations, and damage our

reputation, which could cause the Class A ordinary shares to significantly decline in value or become worthless. See also “— Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.”

Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless.

We may be affected directly or indirectly by laws and regulations in Mainland China. The legal system in Mainland China is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases may be cited for reference but have less precedential value. The laws, regulations, and legal requirements in China are quickly evolving and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to you and us. In addition, we cannot predict the effect of future developments in the legal system in Mainland China, particularly those affecting emerging industries, including the cryptocurrency industry, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. Furthermore, the legal system in Mainland China is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, we may not be aware of our violation of these policies and rules. In addition, any administrative and court proceedings in China may be protracted and result in substantial costs and diversion of resources and management attention.

New laws and regulations may be enacted from time to time and substantial uncertainties exist regarding the interpretation and implementation of current and any future laws and regulations in Mainland China applicable to our businesses. In particular, the PRC government authorities may continue to promulgate new laws, regulations, rules and guidelines governing companies operating in emerging industries with respect to a wide range of issues including but not limited to intellectual property, unfair competition and antitrust, privacy and data protection. Compliance with these laws, regulations, rules, guidelines, and their implementation may be costly, and any noncompliance or associated inquiries, investigations, and other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, subject us to liabilities or administrative penalties, or materially and adversely affect our business, financial condition, results of operations, and the value of the Class A ordinary shares.

A recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirements for companies primarily operating in “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the Senate passed the Holding Foreign Companies Accountable Act, requiring a foreign company to certify that it is not owned or manipulated by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for two consecutive years, the company’s securities will be prohibited from trading on a national exchange.

On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Holding Foreign Companies Accountable Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under the related process that will be implemented by the SEC.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law. The Consolidated Appropriations Act contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two, thus reducing the time before our securities may be delisted or prohibited from being traded.

On September 22, 2021, the PCAOB adopted rules to create a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. As of the date of this prospectus, we have not been identified by the SEC under these rules, and we do not expect to be identified by the SEC as such.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions. The PCAOB has made such designations as mandated under the Holding Foreign Companies Accountable Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future.

The PCAOB has been able to inspect our auditor, ZH CPA, LLC, an independent registered public accounting firm with its headquarters in Denver, Colorado, with its last inspection conducted in February 2025. Our auditor is not subject to the designations issued by the PCAOB on December 16, 2021. However, if the PCAOB is unable to inspect our accounting firm in a foreign jurisdiction during any period of two consecutive years or we become owned or controlled by a government in that foreign jurisdiction in the future, the Holding Foreign Companies Accountable Act may require our Class A ordinary shares to be delisted from the Nasdaq Stock Market or any exchange on which our securities are traded in the future.

On August 26, 2022, the CSRC, the MOF and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already resuming regular inspections, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the Holding Foreign

Companies Accountable Act if needed and does not have to wait another year to reassess its determinations. Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the Holding Foreign Companies Accountable Act.

The recent developments would add uncertainties to our offering and may result in prohibitions on the trading of our Class A ordinary shares on the Nasdaq Stock Market, if our auditors fail to meet the PCAOB inspection requirement in time.

We plan to empower our audit committee to take the PCAOB’s lack of inspection, as applicable, into account in connection with the oversight of our independent registered public accounting firm’s audit procedures and establish relevant internal quality control procedures. However, we cannot assure you that our audit committee’s oversight would be effective. In addition, the SEC may initiate proceedings against our independent registered public accounting firm, whether in connection with an audit of our Company or other China-based companies, which could result in the imposition of penalties against our independent registered public accounting firm, such as suspension of its ability to practice before the SEC. All of these could cause our shareholders and investors to lose confidence in our reported financial information and procedures and the quality of our financial statements, which may have a material effect on our business.

Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.

We may be subject to a variety of cybersecurity, data privacy, data protection, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations apply not only to third-party transactions, but also to transfers of information within our organization. These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or noncompliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial condition, and results of operations.

In some jurisdictions, including Mainland China where we do not have material operations, the cybersecurity, data privacy, data protection, or other data-related laws and regulations are relatively new and evolving, and their interpretation and application may be uncertain. Uncertainties arising from the legal system in the PRC, including Hong Kong, in which uncertainties regarding the interpretation and enforcement of laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless.

The following summarizes some of the key recent legislative initiatives in mainland China on the matters of data security and privacy.

Data Security

•        In June 2021, the Standing Committee of the NPC promulgated Data Security Law of the People’s Republic of China, or the Data Security Law, which took effect in September 2021. The Data Security Law, among other things, provides for security review procedure for data-related activities that may affect national security. In July 2021, the state council promulgated the Regulations on the Protection of Critical Information Infrastructure Security, which became effective on September 1, 2021. Critical information infrastructure encompasses, under this regulation, key network facilities or information systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance, public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods and the public interest. In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that network platform operators that hold personal information of over

one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. Furthermore, the exact scope of “critical information infrastructure operators” under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws. As of the date of this prospectus, we have not been informed that we are a critical information infrastructure operator by any government authorities. We have not collected, stored, or managed any personal information in Mainland China. As such, we currently do not expect the foregoing measures will have an impact on our business, results of operations, or this offering, and we believe that we are compliant with these measures to date. However, we still face uncertainties regarding the interpretation and implementation of these laws and regulations in the future. Cybersecurity review could result in disruption in our operations, negative publicity with respect to our company, and diversion of our managerial and financial resources. Furthermore, if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to fines or other government sanctions and reputation damages. Therefore, potential cybersecurity review, if applicable to us, could materially and adversely affect our business, financial condition, and results of operations.

•        On September 24, 2024, the CAC released the Administrative Regulations on the Network Data Security, or the Data Security Regulations, which became effective on January 1, 2025. The Data Security Regulations may apply to the use of networks to carry out data processing activities and the supervision and administration of network data security in mainland China and apply to activities outside mainland China to process personal information of any natural persons in mainland China under any of the following circumstances: (i) for the purpose of providing products or services to natural persons in mainland China; (ii) analyze and evaluate the behavior of natural persons in mainland China; and (iii) other circumstances stipulated by laws and administrative regulations. The Data Security Regulations further stipulate that where it is indeed necessary to transfer “important data” collected and generated by a network data processor during its operation within the territory of mainland China to overseas parties, it shall pass the security assessment for cross-border data transfer organized by the CAC. Network data processors should identify and declare “important data” in accordance with the relevant provisions, but they are not required to conduct security assessment for outbound data transfer for data that has not been notified or published as “important data” by relevant departments or regions. In addition, the Data Security Regulations provides that data processors that process “important data” must conduct an annual data security assessment with regard to the data process activities, and submit the assessment report to relevant competent authorities at or above the provincial level. Since the Data Security Regulations is newly promulgated, there remains uncertainty as to how it will be implemented and interpreted by the competent authorities and whether the PRC regulatory agencies, including the CAC, will adopt new laws, regulations, rules, or detailed implementation and interpretation related to security assessment. We cannot predict the impact of the Data Security Regulations on us, if any, at this stage, and we will closely monitor and assess any development in the implementation and interpretation of the Data Security Regulations. If any new laws, regulations, rules, or implementation and interpretation mandate clearance of cybersecurity review and other specific actions to be completed by companies operating in Hong Kong like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

Personal Information and Privacy

•        The Anti-monopoly Guidelines for the Platform Economy Sector published by the Anti-monopoly Committee of the State Council, effective on February 7, 2021, or the Anti-monopoly Guideline, which aims to provide guidelines for supervising and prohibiting the monopolistic conducts in connection with the internet platform business operations and further elaborate on the factors for recognizing such monopolistic conducts in the internet platform industry. In particular, pursuant to the Anti-monopoly Guideline the methods of an internet platform collecting, using the privacy information of the internet users may also be one of the factors to be considered for analyzing and recognizing the monopolistic conducts in the internet platform industry. For example, whether the relevant business operator compulsorily collects unnecessary user information may be considered to analyze whether there is a bundled sale or additional unreasonable trading condition, which is one of the behaviors constituting the abuse of dominant market position.

•        In August 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. The Personal Information Protection Law steps up the protection for personal information and imposes additional requirements in terms of its processing. Nonetheless, many provisions under this law remain to be clarified by the CAC, other regulatory authorities, and courts in practice. We may be required to make further adjustments to our business practices to comply with the personal information protection laws and regulations. Although as of the date of this prospectus, we have not collected, stored, or managed any personal information in Mainland China, given that there remain uncertainties regarding the further interpretation and implementation of the relevant laws and regulations, if they are deemed to be applicable to companies operating in Hong Kong like us, we cannot assure you that we will be able to comply or remain compliant with such new regulations in all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the government authorities and become subject to fines and other government sanctions, which may materially and adversely affect our business, financial condition, and results of operations.

If we were to be required to obtain any permission or approval from or complete the filing with the CSRC, the CAC, or other PRC authorities in connection with this offering under PRC law, our ability to offer or continue to offer our securities to investors could be significantly limited or hindered, which could cause the value of our Class A ordinary shares to significantly decline or become worthless, and we may be fined or subject to other sanctions, and our business, reputation, financial condition, and results of operations may be materially and adversely affected.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require offshore special purpose vehicles that are controlled by companies or individuals in Mainland China and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and implementation of the regulations remain unclear.

In addition, the PRC government authorities may strengthen oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers, and any such action by the Chinese government could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. On July 6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the need to strengthen the supervision over overseas listings by PRC companies. Effective measures, such as promoting the establishment of relevant regulatory systems, are to be taken to deal with the risks and incidents of overseas listing of China-based companies, cybersecurity and data privacy protection requirements and similar matters. As a follow-up, on December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments. The Draft Provisions and the Draft Administration Measures propose to establish a new filing-based regime to regulate overseas offerings and listings by PRC domestic companies. On December 28, 2021, the Cyberspace Administration of China and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022, and further restates and expands the applicable scope of the cybersecurity review in effect. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services and network platform operators engaging in data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that network platform operators holding personal information of over one million users must apply to the Cybersecurity Review Office for a cybersecurity review before an overseas listing. On September 6, 2024, the NDRC and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024. Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it must obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company should not be involved in the company’s operation and management, and their shareholding percentage should be subject to the relevant regulations on

the domestic securities investments by foreign investors. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five relevant supporting guidelines, which took effect on March 31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfil the filing procedures with the CSRC and report relevant information. The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) more than 50% of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by PRC domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, fulfil the filing procedure with the CSRC. The foregoing regulations are recently issued and there remain substantial uncertainties with respect to their interpretation and implementation.

As of the date of this prospectus, based on the facts that (i) we have not collected, stored, or managed any personal information in Mainland China; (ii) we do not meet the above explicit conditions set out in the Overseas Listing Trial Measures to determine whether an overseas offering shall be deemed as an indirect overseas offering and listing by a domestic company; (iii) we do not have any subsidiary in mainland China or use any VIE structure to control any entity in mainland China; and (iv) the main parts of our business activities are not conducted in mainland China and our main place of business is located in Singapore, the U.S. and Hong Kong, we believe that, based on the advice of Commerce & Finance Law Offices, our PRC counsel, we are not required to obtain any permission from, or complete the filing with authorities of mainland China to operate and issue our Class A ordinary shares to foreign investors as of the date of this prospectus, including permissions from or filing with the CSRC or CAC. However, as the foregoing regulations were newly published, there are substantial uncertainties as to the implementation and interpretation. For example, the Overseas Listing Trial Measures adopts the principle of “substance over form” regarding the determination of “indirect overseas offering and listing by a domestic company”, over which the CSRC may have substantial discretions. We cannot assure you that the CSRC will not adopt the principle of “substance over form”, and that we may need to complete the filing procedure. There can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals or complete the filing for this offering. If (i) we do not receive or maintain any permission or approval or complete the filing required of us, (ii) we inadvertently concluded that certain permissions, approvals or filing have been acquired or are not required, or (iii) applicable laws, regulations, or interpretations thereof change and we become subject to the requirement of additional permissions, approvals or filings in the future, we may have to expend significant time and costs to procure them. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted, and our business, reputation, financial condition, and results of operations may be materially and adversely affected. See also “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — The PRC government’s significant authority to intervene in or influence the Mainland China operations of an offshore holding company at any time could limit our ability to transfer or use our cash outside of Mainland China, and could otherwise result in a material adverse change to our business operations, including our Hong Kong operations and cause the Class A ordinary shares to significantly decline in value or become worthless” and “Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless.”

It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of China, including Hong Kong.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

A portion of our business operations is conducted in Hong Kong through our Hong Kong subsidiaries, Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip. In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may, in the future, consider cross-border cooperation with a securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent that may be sought by U.S. regulators.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Mainland China/Hong Kong against us or our management named in this prospectus based on Mainland China/Hong Kong laws.

Through our subsidiaries, we currently manage and operate some of our mining machines in the U.S. at mining farms owned by our subsidiaries in Omaha, Nebraska and York, Nebraska. The remaining mining machines are hosted by third-party hosting service providers at two locations in the States of Texas and Ohio. Of these machines, 23,016, or approximately 32.54% of the total 70,739 mining machines our subsidiaries own for our own operation purposes, are in operation as of the date of this prospectus. As of the date of this prospectus, a majority of our operations are conducted in the United States, and a substantial amount of our assets are located in the United States. However, many of our directors and officers, including Mr. Zhao Xiang, Mr. Pengju Wang, and Mr. Qi Shao, are nationals and residents of Mainland China and a substantial portion of their assets are located in Mainland China. Additionally, Mr. Qiuhua Li and Mr. Qingfeng Wu, our directors and officers, while being nationals of Mainland China, are residents of Singapore and Hong Kong, respectively. Further, Mr. Boquan He and Mr. Chung Shing (Paul) Tsang, our independent directors, are residents of Hong Kong, and a substantial portion of their assets are located in Hong Kong. Mr. Nicholas Williams, our communications officer, a national of the United Kingdom, is a resident of Hong Kong, and a substantial portion of his assets are located in Hong Kong.

It may be difficult for you to effect service of process upon us or the individuals who are residing in Mainland China or Hong Kong. It may also be difficult for you to bring actions or enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and those officers and directors of ours who do not reside in the United States nor have substantial assets located in the United States. In addition, there is uncertainty as to whether the courts of Mainland China would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. The courts of mainland China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the courts of mainland China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court of mainland China would enforce a judgment rendered by a court in the United States.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the Cayman Islands, Mainland China, and Hong Kong, see “Enforceability of Civil Liabilities.”

The enactment of Law of the PRC on Safeguarding National Security in Hong Kong (the “Hong Kong National Security Law”) and the enactment of Safeguarding National Security Ordinance in Hong Kong (the “Hong Kong National Security Ordinance”) could impact our Hong Kong subsidiaries.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On March 23, 2024, the Hong Kong National Security Ordinance took effect upon gazettal in Hong Kong, which is similar to the Hong Kong National Security Law, for the purpose of safeguarding national security and setting out the corresponding penalties. It is difficult to predict the full impact of the Hong Kong National Security Law and the Hong Kong National Security Ordinance on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiaries are determined to be in violation of the Hong Kong National Security Law or the Hong Kong National Security Ordinance by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

The effect of the Hong Kong Autonomy Act (“HKAA”) and other U.S. government policies in response to the enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiaries.

On July 14, 2020, U.S. President Donald Trump signed the Hong Kong Autonomy Act (“HKAA”) into law, authorizing the U.S. administration to impose sanctions against foreign individuals and entities who are determined by the U.S. administration to have materially contributed to the failure to preserve Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including Hong Kong’s then chief executive, Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or clients dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the HKAA on Hong Kong and companies located in Hong Kong. If we were determined to be in violation of the HKAA for any reason, however unlikely, our business operations, financial position and results of operations could be materially and adversely affected.

The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.

As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

However, the Chinese government may intervene or influence our current or future operations in Hong Kong at any time. If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong

legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with the customers.

There are some political risks associated with conducting business in Hong Kong.

A portion of our operations are based in Hong Kong. Accordingly, our business operations and financial conditions will be affected by the political and legal developments in Hong Kong. During the fiscal years ended December 31, 2023 and 2024, we derived approximately 95.72% and 80.12% of our revenue from operations of our Hong Kong subsidiaries, Bgin HK, Bgin Trading and Bgin Trade HK. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, may affect the market and may adversely affect the business operations of our Hong Kong subsidiaries. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. The Chinese government may intervene or influence our current or future operations in Hong Kong at any time. Since a portion of our operations are based in Hong Kong and we derive a significant percentage of our revenue from operations of our Hong Kong subsidiaries, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Under the Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development including the Hong Kong National Security Law issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., China and Hong Kong, which could potentially harm our business.

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A ordinary shares could be adversely affected.

We may be affected by the currency peg system in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollar at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Doing Business in Singapore

We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

We are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as the constitution of our Singapore subsidiaries. In particular, we are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore (the “SFA”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.

The laws of Singapore and of the United States differ in certain significant respects. The application of Singapore law may, in certain circumstances, impose more restrictions on us, our directors and officers than would otherwise be applicable to U.S. corporations. For instance, under the Central Provident Fund Act 1953 of Singapore, we are required to make Central Provident Fund contributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore under a contract of service (save for employees who are employed as a master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners). Generally, we are also required to take out mandatory insurance for accidents which arise in the course of an employee’s employment under the Work Injury Compensation Act 2019 of Singapore.

We are subject to risks associated with operating in rapidly evolving Southeast Asia region, and we might therefore be exposed to various risks inherent in operating and investing in the region.

We conduct a portion of our operations in Singapore, a country located in Southeast Asia, and we intend to continue to develop and expand our business and penetration in Singapore. Our operations in Singapore are subject to various risks related to the economic, political and social conditions of Southeast Asia in general, including risks related to the following:

•        currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed;

•        the effects of inflation within Southeast Asia generally and/or within Singapore may increase our cost of operations;

•        health epidemics, pandemics or disease outbreaks may affect our operations and demand for our products or services;

•        the performance of our operations in Singapore and the success of the operating strategy of our operations in Singapore, where applicable, could be significantly impacted by changing external economic conditions in the economies of the Southeast Asia region. The stability and sustainability of growth in the economies of the Southeast Asia region may be impacted by terrorism or acts of war. Changing economic conditions could potentially adversely impact the performance of our operations in Singapore; and

•        political changes may lead to changes in the business, legal and regulatory environments in which we operate. Volatile political situations in certain Southeast Asian countries could impact our business in Singapore.

Any disruptions in our business activities or volatility or uncertainty in the economic, political or regulatory conditions in the markets we operate in could adversely affect our business, financial condition, results of operations and prospects.

Adverse changes in government regulations in Singapore may materially and adversely affect our operations and financial condition.

A portion of our business operations is based in Singapore. Our operations in Singapore are subject to laws and government regulations of Singapore. These include requirements to obtain and maintain several statutory and regulatory permits and approvals under central, state and local rules in Singapore, generally for carrying out our business. Some these approvals are granted for a limited duration and require renewal and are generally subject to conditions stipulated in the licenses and permits and/or relevant laws or regulations under which such licenses and permits are issued. Failure to comply with such conditions could result in the revocation or non-renewal of the relevant license or permit. As such, we have to constantly monitor and ensure our compliance with such conditions. Should there be any failure to comply with such conditions resulting in the revocation of any of the licenses and permits, we will not be able to carry out our operations.

Currently, we believe we have obtained all licenses and permits necessary for carrying on our business operations in the current scope in Singapore. Should there be any changes in the regulatory requirements and we are not able to comply with them in a timely manner or if compliance of these requirements involved substantial costs, the business, results of operations and our financial position may be adversely affected.

The ability of our subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.

We are a holding company, and we have operating subsidiaries formed in Singapore. Part of our sources of funds to meet our cash needs is our share of the dividends, if any, paid by our operating subsidiaries. The distribution of dividends to us from our subsidiaries is subject to restrictions imposed by the applicable laws and regulations in the jurisdictions where we operate. Although there are currently no foreign exchange control regulations which restrict the ability of our operating subsidiaries in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiaries in Singapore to distribute dividends to us may be restricted in the future.

It is not certain if the Company will be classified as a Singapore tax resident.

Under the Singapore Income Tax Act 1947 (the “Singapore Income Tax Act”), a company established outside Singapore but exercises control and management in Singapore (i.e., where its board of directors meetings where strategic decisions are made) could still be considered a tax resident in Singapore if there are valid reasons for the company not incorporating in Singapore.

We believe that the Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes. However, the tax residence status of the Company and the grant of a certificate of residence is subject to determination by the Inland Revenue Authority of Singapore (“IRAS”). Regardless of the tax residency of the Company, any income that is accruing in or derived from Singapore or foreign-sourced income that is received or deemed received in Singapore from outside Singapore is chargeable to income tax at the prevailing corporate tax rate of 17%, unless any applicable exemption applies. Income is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase any movable property that is brought into Singapore. If the Company derives any dividend income from its foreign subsidiary and such income is received or deemed received in Singapore, such income may be exempt from Singapore income tax (subject to certain other conditions) assuming it is subject to corporate income tax under the laws of that jurisdiction, and that such jurisdiction has a corporate income tax rate of at least 15.0%.

In addition, as Singapore does not impose withholding tax on dividends declared by Singapore resident companies, if the Company is considered a Singapore tax resident, dividends paid to the holders of our shares will not be subject to withholding tax in Singapore. In respect of any gains from disposal of our shares that is considered by IRAS as income in nature, such gain will generally be subject to Singapore income tax, and not taxable in Singapore if the gain is considered by IRAS as capital gains in nature (unless such disposal is in respect of a disposal of foreign assets under section 10L of the ITA). For more details, please see also “Taxation — Singapore Taxation.”

Risks Related to Our Business and Industry

We have a limited operating history and have grown significantly in a short period of time. If we fail to manage our growth effectively, our business could be materially adversely affected.

We were organized and began our mining activities through our subsidiaries in 2019 and started selling mining machines in April 2023. Accordingly, we have a limited operating history, which makes an evaluation of our future prospects difficult. Revenue generated from selling mining machines designed by us contributed approximately 85.43% of our total revenue of US$257,268,371 for the fiscal year ended December 31, 2023, and 63.57% of our total revenue of US$302,277,581 for the fiscal year ended December 31, 2024. However, our historical results, particularly the significant revenue growth we experienced from selling mining machines, may not be indicative of our future performance.

Several factors could impact our business differently in the future compared to the past. Market conditions, technological advancements, and competitive dynamics within the cryptocurrency mining industry are constantly evolving. For instance, fluctuations in cryptocurrency prices can directly affect the demand for mining machines, which in turn could impact our sales and revenue. In particular, a majority of the models currently available for sale are designed for mining KAS coins. In the event that KAS coins depreciate in value or become unpopular among miners for any reason, the sales volume of our machines could substantially decrease, and our business operations, results of operations and financial condition could be substantially impacted.

Our operating results will likely fluctuate moving forward as we focus on increasing the capacity of our subsidiaries’ mining farms and mining machines and as the market prices of cryptocurrencies fluctuate, and as we upgrade our mining machines for sale or internal use. We may need to make business decisions that could adversely affect our operating results, such as modifications to our business strategy, structure, or operations. In addition, we have grown rapidly since inception. This growth has placed significant demands on our management, financial, operational, technological, and other resources, and we expect that additional growth could place significant demands on our management and other resources and require us to continue developing and improving our operational, financial, and other internal controls. We may not be able to address these challenges in a cost-effective manner or at all. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures or take advantage of market opportunities and our business, financial condition, and results of operations could be materially harmed.

Our business operations are heavily dependent upon the stability and popularity of KAS coins.

Our current business operations are heavily dependent upon the stability and popularity of KAS coins and its underlying blockchain. For the fiscal year ended December 31, 2023, the sale of our KAS mining machines contributed 85.43% of our total revenue, the KAS coins we mined contributed 71.5% of our mining revenue, and the fees earned from our mining pool services, which were solely derived from the mining of KAS coins, contributed 9.3% of our total revenue. For the fiscal year ended December 31, 2024, the sale of our KAS mining machines contributed 57.77% of our total revenue, the KAS coins we mined contributed 84.80% of our mining revenue, and the fees earned from our mining pool services derived the mining of KAS coins, contributed 19.46% of our total revenue. As such, our current business operations rely heavily on the stability and popularity of the KAS blockchain.

Any technical issues, security vulnerabilities, or operational disruptions to the KAS blockchain could directly impact our ability to conduct business. If the KAS blockchain suffers from reduced efficiency, security flaws, or prolonged downtime, our platform’s performance could suffer significantly, potentially leading to financial losses and damage to our reputation. Additionally, if KAS becomes less popular among miners due to competition from coins derived from other blockchains, shifts in market trends, or regulatory constraints, our business operations may face challenges in attracting new customers to purchase our KAS mining machines or participate in our mining pools, or retaining existing customers. In such event, our revenue streams may be impacted and our potential for future growth may be limited.

Our business operations are subject to any special risks with respect to KAS’ blockchain.

Special risks exist with respect to KAS’ blockchain. For instance, KAS’ setup is more advanced than some other established blockchains, which makes it harder to check for problems. This extra complexity means there are possibilities that hidden issues could go undetected, making it potentially less secure than simpler, systems that can be tested easier. Further, KAS allows multiple blocks, or groups of transactions, to be created at the same time. While this makes the system faster, blocks sometimes get left out of the main network flow. If too many blocks get left out, it could cause delays or confusion in confirming transactions. Additionally, KAS’ approach is still new and not as widely adopted as other blockchains, meaning that it does not have as much developer support, compatibility with apps, or wallet and exchange options as some bigger networks like Bitcoin or Ethereum. If issues occur, fixing them could take more time since the network has fewer experts familiar with its design. If any of these risks materializes, our current business operations, which are heavily dependent upon the success of KAS, could be materially and adversely affected.

We may be unable to raise additional capital needed to grow our business.

We expect to need to raise additional capital to expand our operations and pursue our growth strategies, and to respond to competitive pressures or unanticipated working capital requirements. We may not be able to obtain additional financing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional equity, or equity-linked, financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our Class A ordinary shares could decline. Furthermore, if we engage in debt financing, the holders of debt likely would have priority over the holders of our Class A ordinary shares on order of payment preference. We may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions including terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our shareholders.

Our mining machines exported from Asia to the United States may be subject to the additional tariffs recently imposed by the U.S. government on certain products imported from China, which could adversely affect our supply chain, cost structure, and results of operations.

Recently, U.S. President, Donald J. Trump, announced that the U.S. would impose significant additional tariffs on Chinese imports. There have been ongoing negotiations between U.S, and Chinese government officials regarding these tariffs and the reciprocal tariffs introduced by the government of China. At present, the effective average tariff rate on Chinese imports is about 27.9%, and Chinese and U.S. officials have reached an agreement to temporarily reduce reciprocal tariffs while trade negotiations continue. Despite this temporary pause, a heightened tariff environment persists, and there is no assurance that the reduced tariff rates will be extended or that additional tariffs or other trade restrictions will not be imposed with little warning. The additional tariffs imposed by the U.S. government on certain products imported from China may impact our supply chain and cost structure. In manufacturing our mining machines, while we collaborate with a leading foundry in Asia (not located in China) for chip fabrication and manufacturing, some of our materials and components are sourced from China. These materials, along with the chips, are shipped to our partner manufacturers in Malaysia and China for manufacturing and assembly. See “Business — Mining Machines.” For our own mining operations and hosting services, assembled machines are shipped to the United States, and for our business of mining machine sales, machines are usually shipped directly to customers by the manufacturing partner, including to those customers in the U.S.

We are currently evaluating the impact of the recently imposed additional tariffs as a whole. If our mining machines are deemed to be subject to the additional tariffs as a result of our using machine components sourced from China in the manufacturing of our mining machines or using a partner manufacturer based in China, the profitability of several existing lines of business, including our own mining operations, hosting services, and sales of mining machines, may all be materially and negatively affected. If our customers in the U.S. are required to pay additional tariffs on our products, demand for our mining machines could decline, negatively affecting our sales and revenue.

Additionally, there is no guarantee that the trade relations between the U.S. and the PRC will remain stable in the future. Any deterioration in the relationship between the U.S. and the PRC could further increase our costs of exporting mining machines to the U.S., or limit our ability to export mining machines to the U.S., which could have an adverse effect on our business, financial condition and results of operations.

Finally, the evolving regulatory landscape and potential for further tariff adjustments or trade restrictions create uncertainty. Compliance with tariff-related regulations, including classification and valuation requirements, may increase operational complexity and costs. Any escalation in trade tensions or additional tariffs could further disrupt our supply chain, limit access to certain materials, and negatively impact our ability to meet customer demand, posing significant risks to our business.

Any increase in tariffs on products imported from certain Asian countries may negatively affect our business, supply chain and results of operations.

We are subject to risks associated with international trade policies and tariffs, particularly those affecting our supply chain in Asia. Recently, the United States government has announced plans to impose or increase tariffs on imports from several Asian countries, including Malaysia and South Korea, with rates reportedly ranging from 25% to 40%. If implemented, these tariffs could materially increase our costs of operations and adversely affect our gross margins. In addition, any retaliatory measures, regulatory uncertainty, or prolonged trade tensions may disrupt our supply chain, delay production and delivery timelines of our mining machines, and negatively impact our ability to operate in a timely and cost-effective manner. These risks could materially and adversely affect our business, financial condition, and results of operations.

There is no assurance that cryptocurrencies will maintain their long-term value and volatility in the market price of cryptocurrencies may adversely affect our business and results of operations.

As a relatively new product and technology, cryptocurrencies have only in recent years been accepted as a means of payment for goods and services by selected industries, the use of cryptocurrencies is not anchored by any reserve currency or precious metal, is not backed by any government or commercial enterprise, and the long-term value of cryptocurrencies is uncertain, which may further increase the volatility in cryptocurrency prices. Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions, process wire transfers to or from cryptocurrency exchanges, or maintain accounts for persons or entities transacting in cryptocurrencies.

Meanwhile, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short- or long-term holding of cryptocurrencies. The prices of cryptocurrencies may also be impacted by an evolving and uncertain regulatory environment and the development of blockchain technology.

Our business and financial condition highly correlate with the market price of cryptocurrencies. During the fiscal years ended December 31, 2023 and 2024, a majority of our revenue was generated from selling mining machines, and we held a significant amount of cryptocurrencies in both fiscal years. As of December 31, 2023 and 2024, the cryptocurrencies held by us in aggregate accounted for approximately 60.56% and 11.87% of our total assets, respectively. Through our subsidiaries, we have adopted measures to minimize the risks associated with the fluctuation in the market price of cryptocurrencies. For example, our subsidiaries utilize their proprietary cloud-based mining machine management software to monitor the amount and fluctuation of the market price of cryptocurrencies mined on a daily basis and, on an as-needed basis, adjust the ratio of cryptocurrencies to be mined. However, there can be no assurance that this measure can effectively eliminate or reduce the price risk of cryptocurrencies. Any drastic fluctuation in the market price of cryptocurrencies may have a material adverse impact on our business, financial condition and results of operations.

On the other hand, if there is a rapid increase in the market price of cryptocurrencies, market demand for mining machine components and other cryptocurrency mining services is likely to surge. In such event, in response to increasing market demand, suppliers may increase prices for the machine components sourced by our subsidiaries and, as such, we may incur higher production costs associated with the manufacturing of mining machines by our subsidiaries. Furthermore, a rise in cryptocurrency prices could result in substantial increases in the supply of mining machines connected to the cryptocurrency network. The increased computing power would lead to increasing mining difficulty, which would reduce the economic return of mining and thereby lead to a material adverse impact on our business, financial condition, and results of operations.

Bankruptcies and financial distress among cryptocurrency market participants, including the bankruptcy of FTX, a large cryptocurrency exchange, have caused widespread disruption in these markets and have negatively impacted our business operations, results of operations and financial condition.

Some cryptocurrency market participants have experienced bankruptcies and financial distress, which have caused widespread disruption in the cryptocurrency markets. FTX, a Bahamas-based cryptocurrency exchange, filed for Chapter 11 bankruptcy on November 10, 2022. The rapid collapse and bankruptcy of FTX had a negative impact on cryptocurrency markets. The negative effects in the immediate aftermath of FTX’s bankruptcy announcement included; (i) a broad based drop in cryptocurrency valuations; (ii) a high volume of withdrawal requests from clients of other cryptocurrency exchanges, and (iii) some crypto exchanges announced temporary withdrawal suspensions due to market volatility.

We had stored cryptocurrencies valued at $1.08 million, which consisted only of Bitcoins, in the hot wallets maintained on FTX prior to its bankruptcy, and as of the date of this prospectus, we have not been able to withdraw any cryptocurrencies from FTX since its bankruptcy. This amount represented approximately 7.15% of the Company’s revenue for the fiscal year ended December 31, 2022, and we recorded a loss of $1.08 million in income for the year ended December 31, 2022.

For the fiscal year ended December 31, 2023, we primarily used cryptocurrency exchanges including MEXC, TXBIT, KuCoin, Gate.io and OKX to exchange cryptocurrencies we mined into Tethers. For the fiscal year ended December 31, 2024, we primarily used cryptocurrency exchanges including OKX, Binance.com, MEXC KuCoin, Kraken, Gate.io, Bitget, Xeggex and CoinEx to exchange cryptocurrencies we mined into Tethers. Currently, we exchange substantially all of our mined cryptocurrencies into Tethers on MEXC, Gate.io, KuCoin, XeggeX, Bitget and CoinEx. For the fiscal year ended December 31, 2023, the crypto exchanges we used to exchange Tethers we held into fiat currency included CD Digital, WD Global, MCE, Actyve and ONC. For the fiscal year ended December 31, 2024, the crypto exchanges we used to exchange Tethers we held into fiat currency included MCE, Actyve, ONC, and HashKey Exchange. From January 1, 2025 to the date of this prospectus, the crypto exchanges we used to exchange Tethers we held into fiat currency included MCE, Actyve, and HashKey Exchange. The exchanges we use do not impose limits on exchanges of USDT to U.S. dollars. However, we have set daily limits on the exchanges we initiate. Currently, we have set daily exchange limits of US$3 million, US$3 million, and US$1 million for MCE, Actyve and HashKey Exchange, respectively. If any of these cryptocurrency exchanges or payment platforms were to suspend redemptions, we may not be able to exchange cryptocurrencies for fiat currency at rates favorable to us or at all, as a result of which our business operations could be disrupted. In such event, our business operations, financial condition, and results of operations may be materially and negatively impacted.

We use payment platforms to receive cash exchanged from Tethers and to make payments to our suppliers and other business partners. Such practice could expose us to substantial risks.

Currently, we use payment platforms to receive cash exchanged from Tethers and to make payments to our suppliers and other business partners, and such payment platforms we use include WindPayer, Pyvio, World First and KUN. These platforms provide fiat currency distribution services to clients including us, including taking in, storing and safeguarding funds for clients, which are subsequently deposited by these payment platforms into local banks of these platforms, and distributing funds based on clients’ instructions. For ease of administration, we often make payments to our business partners, including suppliers, using funds stored with these payment platforms. For details, see “Prospectus Summary — Our Crypto Asset Custody Policies and Procedures.” Such practice could expose us to substantial risks to the security of our funds. Any technical failure, system downtime, or glitches in the systems of these payment platforms can lead to delays or disruptions in the disbursement processes, and any errors in the operational processes may result in erroneous transactions or even loss of our funds. Cybersecurity threats such as hacking, phishing, or other malicious activities can compromise the security of these platforms’ systems. Unauthorized access to sensitive client information or financial transactions can lead to financial losses and privacy breaches. Additionally, any non-compliance by these platforms with ever-evolving regulatory requirements related to the services they offer may subject us to regulatory and legal risks. Further, delays in transaction processing times, whether due to internal issues within these platforms or external factors, can impact our ability to access and distribute our funds on a timely basis, which can adversely and materially affect our business operations and payment plans. If any of the platforms we rely on faces financial instability or difficulty, there is an increased risk to the security of our funds. If any of these events occur, our business operations, reputation, financial position and results of operations could be negatively and adversely affected.

We may experience reputational harm if disruption in the cryptocurrency markets occurs.

We may face reputational harm if disruption in the cryptocurrency markets occurs. In addition to the business of cryptocurrency mining and sale of mining machines, our subsidiaries also launched mining pool services in September 2023, which currently supports five mineable cryptocurrencies, including KAS, RXD, SDR, ALPH and BGA. As of December 31, 2023, the mineable assets at our mining pools included KAS and IRON. As of December 31, 2024, the mineable assets at our mining pools included five types of cryptocurrencies, namely KAS, RXD, SDR, ALPH, and BGA. See “Our Business — Mining Pools.” If customers of our mining pools lose confidence in our subsidiaries’ mining pool services or the cryptocurrency markets in general, our subsidiaries may not be able to attract enough customers to generate profit. Additionally, if disruption in the cryptocurrency markets occurs, regulators, including the SEC, may impose additional regulations and/or tighten control of cryptocurrency market participants. In such event, we may be required to comply with additional regulatory requirements, which can lead to increased compliance costs and adjustment of our subsidiaries’ current business activities.

Additionally, we used Binance.com as one of the primary exchanges through which we exchanged cryptocurrencies mined into Tethers for the fiscal year ended December 31, 2024, and a significant amount of our crypto assets are stored with Binance.com. As of December 31, 2023 and 2024, crypto assets (excluding crypto short-term investments) worth approximately US$0.43 million and US$2.15 million, respectively were stored with Binance.com, representing approximately 0.37% and 6.68% of our total crypto assets as of each respective year end. In addition, we held US$16.19 million in crypto short-term investments with Binance.com as of December 31, 2024. On June 5, 2023, the SEC charged Binance with operating its digital asset trading platform as an unregistered national securities exchange, broker and clearing agency, asserting that certain assets supported on each trading platform are securities. In November 2023, Binance.com pleaded guilty to the Department of Justice’s investigations into violations relating to the Bank Secrecy Act, failure to register as a money transmitting business and the International Emergency Economic Powers Act, and agreed to pay US$4.3 billion to settle with the Department of Justice and the Commodity Futures Trading Commission over illicit finance breaches. The chief executive officer of Binance.com. at the time pled guilty to failing to maintain an effective anti-money-laundering program in violation of the Bank Secrecy Act and agreed to step down as the chief executive officer of Binance.com. To the extent that we continue to use Binance.com as one of our primary exchanges or continue to store crypto assets with Binance.com, we may suffer reputational harm, and our relationships with our suppliers, business partners, and any future customers of our mining pool operations may be damaged as well. If Binance.com’s operations are influenced by recent SEC charges or any other proceedings it becomes subject to, our business operations may be negatively impacted.

If our policies and procedures surrounding the safeguarding of cryptocurrencies, conflicts of interest, or comingling of assets fail, we may be subject to risks of loss of assets and damaged reputation, which could negatively affect our business, financial position, and results of operations.

Prior to the bankruptcy of FTX, we had stored substantially all of our cryptocurrency holdings in hot wallets, a practice which presented a high degree of risk. To safeguard our cryptocurrency assets and mitigate risks, we adopted an internal policy on January 1, 2023 to address the deficiencies in our risk management processes and policies, which was observed until July 15, 2023. Under this policy, we would exchange all of our cryptocurrencies mined on a single day into Tethers the next day, and place the Tethers in cold wallets, and each time the value of Tethers in cold wallets reached US$100,000, we would initiate a request to change the Tethers into fiat currency. We adopted this custody policy on January 1, 2023. From January 1, 2023 to July 14, 2023, our USDT balance exceeded US$100,000 on weekends and holidays, during which days banks were closed and we were unable to exchange USDT into fiat currency. Since July 15, 2023, due to a material increase in the value of cryptocurrencies mined on a daily basis and customer payments in UDST coins for mining machines purchased, our USDT balance exceeded the US$100,000 threshold on a daily basis. This custody policy is no longer observed in practice since July 15, 2023, and we believe this policy no longer suits our operational needs. Since June 2023, we have experienced significant growth in terms of its revenue and net income due to the new business line of selling mining machines. From June 2023 to December 2023, we averaged nearly US$1.3 million in daily revenue, with the highest single-day sales revenue exceeding US$20 million. As a result, it had become impractical for us to comply with the requirements set forth in the previously adopted custody policy of maintaining a USDT balance of no more than US$100,000 without initiating an average of dozens of exchange requests each day. Additionally, we did not maintain enough bank accounts in the U.S. to receive the money transferred if all USDT balances were to be exchanged and transferred on the immediately following day. We subsequently adopted the following policy to safeguard and store our crypto assets, which have been approved by our chief executive officer and chairman of the board of directors:

i.       continue holding a portion of our assets in USDT coins, not to exceed 20% of our net assets at any given time. To achieve this goal, we have been converting any extra USDT coins exceeding the 20% limit into fiat currency through exchanges including Actyve, MCE and HashKey Exchange;

ii.      store cryptocurrency holdings in licensed, U.S.-regulated centralized custodians in the future; and

iii.     implement a multi-level authorization mechanism for access to ensure security. As of the date of this prospectus, 23.43% of our crypto assets are stored in hot wallets maintained with crypto exchanges and the remaining76.57% of the crypto assets are stored in self-custodied cold wallets.

In order to protect our cryptocurrencies, we take a series of precautionary measures, including opening accounts on reputable and reliable exchanges, setting up complex passwords and changing passwords on a frequent basis, adopting two-factor authentication for log-in, avoiding the use of public Wi-Fi for account access, and staying informed of the latest cybersecurity threats. We also adopted a cash management policy on April 29, 2022, which sets forth the controls and procedures for cash outflows and cash transfers among entities within our organization. Additionally, we launched mining pool services in September 2023, and have adopted certain measures to protect the mining pools from disruption. For details, see “Business — Mining Pools.” Even though we have adopted and plan to adopt policies and procedures to protect cryptocurrencies owned by us and mining pool participants, we cannot assure you that these measures will be effective. If these policies and procedures fail, we may be exposed to risks of loss of assets and experience damaged reputation, which could negatively affect our business, financial condition, and results of operations.

We are subject to the risks of maintaining a significant balance in Tethers.

We maintain a significant balance in Tethers given it is not practical to convert most of our Tether holdings into fiat currency in a timely manner. See “— If our policies and procedures surrounding the safeguarding of cryptocurrencies, conflicts of interest, or comingling of assets fail, we may be subject to risks of loss of assets and damaged reputation, which could negatively affect our business, financial position, and results of operations.” As such, we are subject to the risk that Tether breaks its U.S. dollar peg in response to market events. Tether has previously broken its U.S. dollar peg. For instance, in May 2022, the value of Tether dropped to $0.95 after the collapse of TerraUSD, a stable coin, and after the bankruptcy of FTX in November 2022, the value of Tether again temporarily dropped to $0.98. Any similar material negative market event may cause Tether to break its U.S. dollar peg again in the future. In such event, we may be subject to the risks of losing some or all of the value of the Tethers we own, and as a result, our financial position and results of operations may be materially and negatively impacted.

If USDT were to be deemed a “security” under the Securities Act, we might have liabilities arising out of a possible violation of Section 5 of the Securities Act in connection with our distributions of dividends to shareholders in the form of USDT coins.

On January 13, 2024, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$17,005,000, payable in USDT coins to Bgin Rig, which has been paid to Bgin Rig in full. On January 14, 2024, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$17,000,000, payable in USDT coins to the Company, which has been paid in full. On January 15, 2024, our board of directors declared a final dividend with an aggregate amount of US$5,000,000, payable in USDT coins to our shareholders of record as of December 31, 2023, to be paid on or before February 29, 2024. As of February 2024, all of the US$5,000,000 of the declared dividend had been paid. On March 12, 2024, our board of directors passed resolutions reclassifying the dividend as an interim dividend rather than a final dividend. On March 15, 2024, our shareholders unanimously passed written resolutions ratifying, approving and confirming in all respects the reclassification by the board of directors of the dividend as an interim dividend rather than a final dividend. On June 2, 2025, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$5,005,000, payable in USDT coins to Bgin Rig, which has been paid to Bgin Rig in full. On June 3, 2025, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$5,000,000, payable in USDT coins to the Company, which has been paid to the Company in full. On June 6, 2025, our board of directors recommended a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash. On June 21, 2025, our board of directors passed further resolutions updating the recommendation of June 6, 2025, to recommend that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholder entitled to payment of the said final dividend. On June 21, 2025, our board of directors passed resolutions recommending that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company, and that any such dividend declared by the shareholders of the Company be settled either in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholder entitled to payment of the said final dividend, to our shareholders of record as of December 31, 2024. On June 23, 2025, our shareholders unanimously passed written resolutions declaring a final dividend with an aggregate amount of US$5,000,000 to be paid, at the election of each relevant shareholder, in either cash or by a distribution in specie of USDT coins. As of June 30, 2025, all US$5,000,000 of the declared final dividend had been paid to the shareholders, among which US$949,000 was paid in USDT coins.

As of the date of this prospectus, there has been no official ruling from the SEC or federal courts categorizing USDT as “securities” or “non-securities” under the meaning of the Securities Act. If we erroneously concluded that USDT is not a “security” or USDT were to be deemed a “security” under the Securities Act in the future, we may have retroactive liabilities arising out of a possible violation of Section 5 of the Securities Act in connection with distributing unregistered USDT coins to shareholders from this dividend distribution or incur similar liabilities under any similar dividend distributions in the future, including civil penalties or monetary fines, injunctions and cease-and-desist orders imposed by the SEC, disgorgement of any profits from distributing the USDT coins, and criminal penalties. Additionally, our reputation may be harmed and the trading price of our Class A ordinary shares might decline in value or become worthless in the event we are deemed to have liability, and our financial condition may be materially and adversely affected if we were required to make payments or face sanctions in connection with the potential claim described above.

We depend on banks insured by the FDIC to safeguard our cash deposits, and should one of our depository banks be put into receivership by the FDIC we could experience delays in accessing our cash deposits or lose our cash deposits that may exceed the FIDC insured amounts of $250,000.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Our ability to fund our operations depends on the safety and soundness of the banks that hold our cash deposits. If one of our depository banks experiences losses or a rapid loss of deposits, it may be put into receivership by the FDIC and its applicable banking regulatory authority. As of December 31, 2023 and 2024, we held 24.0% and 3.4% and of our cash in the U.S., respectively. As of December 31, 2023 and 2024, the deposits held at some of the bank accounts in the U.S. exceeded the amount insured by the FDIC. As of the date of this prospectus, we maintain our U.S. bank accounts with several commercial banks in the U.S. If any of these banks, or any other banks and financial institutions enter receivership or become insolvent in the future, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.

Banks may be reluctant to provide banking services, or may cut off banking services, to businesses that provide crypto asset-related services or that accept crypto assets as payment.

A number of businesses that provide crypto asset-related services have found it difficult to find banks that are willing to provide them with bank accounts and banking services. In some instances, banks have closed existing bank accounts of such businesses. In the future, banks may refuse to provide bank accounts and other banking services to crypto asset-related companies or companies that accept crypto assets, such as us, for a number of reasons, such as perceived compliance risks or costs. As our business continues to grow and the average value of crypto assets we carry on a daily basis continues to increase, if we are unable to secure bank accounts or banking services in the countries or jurisdictions in which we operate, it could have a material adverse effect on our business operations and results of operations.

Customers may submit cryptocurrencies, including USDT, as a form of payment through our designated payment platform, which creates substantial risks to us.

When placing orders for mining machines on our website, customers have the option to submit the payment electronically in U.S. dollars through wire transfer, or alternatively customers may choose to pay using crypto assets via our designated payment platform and a related party of ours, CoinPal. On CoinPal’s payment portal, our customers may submit payment using Bitcoins, USDT, and Ethereum. The total price of an order in any cryptocurrency will be calculated automatically by CoinPal based on real-time exchange rate information between USDT and the chosen cryptocurrency. We have been advised by CoinPal that they retrieve real-time exchange rate information from Binance.com. Our customers are responsible for any transfer costs associated with transferring crypto assets as payment. For each payment, we are charged processing fees of 0.8% of the total payment amount by CoinPal, and the remaining payment will be remitted to us by CoinPal in USDT based on the conversion rate at the time of purchase. We do not receive Bitcoins or Ethereum from CoinPal. Once CoinPal receives a customer’s payment, we are able to initiate a request to withdraw the available USDT to our wallet account. We have been advised by CoinPal that it stores the crypto assets received as payment for our mining machines in their own hot wallets or with Binance.com.

This practice could expose us to substantial risks. Even though USDT is regarded by industry participants as a “stable coin,” there is no guarantee that USDT will not break its U.S. dollar peg, which could lead to us receiving less value than expected for goods sold. Furthermore, transactions involving cryptocurrencies are irreversible, pseudonymous, and subject to cyber-attacks and fraud. We must implement robust security measures and continuously upgrade them to protect our crypto assets and customer information from theft and cyber-attacks. Also, the perception of accepting cryptocurrencies can vary among different stakeholders, including our customers, investors, and business partners. Any negative publicity or concerns about security and volatility from us accepting cryptocurrencies as a form of payment could affect our reputation.

We rely on CoinPal, a related-party payment platform, to facilitate the receipt of payments in the form of crypto assets from customers, which exposes us to operational, financial, and regulatory risks, including potential conflicts of interest.

We utilize CoinPal, a payment platform operated by a related party to receive payments in the form of crypto assets from our customers as part of our business operations. See “Business — Sale of Mining Machines — Pricing and Sales Model — Submitting Payments through CoinPal” and “Related Party Transactions — Business transactions with CoinPal.” While we believe that using this platform offers certain operational efficiencies, this arrangement exposes us to a number of material risks.

As the platform is operated by a related party, the arrangement may give rise to potential conflicts of interest. Even though we believe that our business transactions with CoinPal were performed on an arm’s length basis, CoinPal’s practices may not always be subject to the same level of independent oversight and scrutiny as transactions with unrelated third parties. Additionally, in the event that CoinPal experiences technological failures, service interruptions, or security breaches, our ability to process transactions or receive customer payments in a timely and secure manner could be materially and adversely affected, which could have a material adverse effect on our business, financial condition, and results of operations. Further, if CoinPal experiences financial distress or becomes subject to insolvency proceedings, we may have limited recourse and could lose access to customer-submitted crypto assets or suffer delays in accessing funds. Such events could negatively impact our liquidity and our relationships with customers.

There can be no assurance that the above risks associated with this related-party arrangement will not materialize or that we will be able to mitigate them effectively. Any such risks could have a material adverse effect on our business, prospects, financial condition, and results of operations.

We have identified deficiencies in our risk management processes and policies in light of current cryptocurrency market conditions and plan to adopt changes to address these deficiencies. Nevertheless, if our risk management process and policies are still inadequate to protect our assets, we may experience material loss and our business, financial condition and results of operations may be adversely affected.

Prior to FTX’s bankruptcy, we had stored cryptocurrencies valued at $1.08 million, which consisted only of Bitcoins, in the hot wallet maintained on this platform and as of the date of this prospectus, we have not been able to withdraw any cryptocurrencies from FTX since its bankruptcy. Hot wallets are also subject to other material risks including security breaches of private keys which are stored online and in the wallets’ browsers. In light of the bankruptcy of FTX and subsequent cryptocurrency market conditions, we adopted an internal policy on January 1, 2023 to address the deficiencies in our risk management processes and policies, which were observed until July 15, 2023. Under this policy, we would exchange all of our cryptocurrencies mined on a single day into Tethers the next day, and place the Tethers in cold wallets, and each time the value of Tethers in cold wallets reached US$100,000, we would initiate a request to change the Tethers into fiat currency. We adopted this custody policy on January 1, 2023. From January 1, 2023 to July 14, 2023, our USDT balance exceeded US$100,000 on weekends and holidays, during which days banks were closed and we were unable to exchange USDT into fiat currency. Since July 15, 2023, due to a material increase in the value of cryptocurrencies mined on a daily basis and customer payments in UDST coins for mining machines purchased, our USDT balance exceeded the US$100,000 threshold on a daily basis and we believe this policy no longer suits our operational needs. Since June 2023, we have experienced significant growth in terms of our revenue and net income due to the new business line of selling mining machines. From June 2023 to December 2023, we averaged nearly US$1.3 million in daily revenue, with the highest single-day sales revenue exceeding US$20 million. As a result, it had become impractical us to comply with the requirements set forth in the previously adopted custody policy of maintaining a USDT balance of no more than US$100,000 without initiating an average of dozens of exchange requests each day. Additionally, we did not maintain enough bank accounts in the U.S. to receive the money transferred if all USDT balances were to be exchanged and transferred the immediately following day. Therefore, we have adopted the following plans to safeguard and store its crypto assets, which have been approved by our chief executive officer and chairman of the board of directors:

i.       continue holding a portion of our assets in USDT coins, not to exceed 20% of our net assets at any given time. To achieve this goal, we have been converting any extra USDT coins exceeding the 20% limit into fiat currency through exchanges including Actyve, MCE and HashKey Exchange.

ii.      store cryptocurrency holdings in licensed, U.S.-regulated centralized custodians in the future; and

iii.     implement a multi-level authorization mechanism for access to ensure security. As of the date of this prospectus, 23.43% of our crypto assets are stored in hot wallets maintained with crypto exchanges and the remaining 76.57% of the crypto assets are stored in self-custodied cold wallets.

Despite the adoption of the internal policy described above, as of December 31, 2024, our inventory of cryptocurrencies had an aggregate value of approximately US$32.14 million, 10.73% of which was stored in hot wallets maintained with crypto exchanges and 89.27% was stored in our self-custodied cold wallets. In addition, as of December 31, 2024, we held US$16.19 million in crypto short-term investments with Binance.com. Storing cryptocurrencies in hot wallets present significant risks to us. For instance, hot wallets are constantly connected to the Internet, and are more vulnerable to hacking attempts. Cybercriminals can exploit security flaws in wallet software or phishing scams to gain unauthorized access to our hot wallets. Additionally, devices used to access hot wallets can be infected with malware or keyloggers, which could steal login credentials or private keys. If the private keys for any of our hot wallets are compromised, the assets within that wallet can be stolen, and recovery is impossible since blockchain transactions are irreversible. Furthermore, since our hot wallets are maintained with crypto exchanges, in the event that an exchange suffers a security breach, we may lose all the cryptocurrencies maintained with such exchange. Hot wallets are also more susceptible to phishing attacks.

We intend to continue monitoring the cryptocurrencies market and adopting changes to address deficiencies in our risk management processes and policies as we identify them. Nevertheless, if our risk management process and policies are inadequate to protect our assets, we may experience material loss and our business, financial condition, and results of operations may be adversely affected.

Disruptions in the cryptocurrency markets have caused and may continue to cause price declines and volatilities in cryptocurrencies.

Disruptions in the cryptocurrency markets have caused price declines and volatility in cryptocurrencies. Any market volatilities and disruptions may negatively impact our financial position and results of operations if the trading prices of those types of cryptocurrencies our subsidiaries mine materially decline.

Additionally, prices of cryptocurrencies are volatile in nature, including those of the cryptocurrencies we mine. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Volatility in market price of cryptocurrencies.” We adjust our mining strategy primarily based on the overall rate of return. The rate of return for mining a particular type of cryptocurrency typically depends upon a few crucial factors, including its trading price, mining difficulty, and the hash rate it takes to mine a unit of such cryptocurrency. An increase in a cryptocurrency’s trading price attracts more miners, and leads to an increase in mining difficulty of such cryptocurrency. As the cryptocurrency market is volatile in nature, we monitor the trading prices of alternative cryptocurrencies on a constant basis, and adjust the mining ratios of different types of cryptocurrencies on a daily basis to maximize the overall rate of return. However, in the event that the prices of cryptocurrencies our subsidiaries mine decrease, we may not be able to achieve the optimal rate of return or any return at all, and our financial position and results of operations may suffer as a result.

We may face several risks due to disruptions in the crypto asset markets, including but not limited to, financing risk, risk of increased losses or impairments in our investments or other assets, loss of customer demand, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets.

In the second half of 2022 and beginning of 2023, some well-known crypto asset market participants, including digital asset lenders Celsius Network LLC (“Celsius”), Voyager Digital Ltd. (“Voyager”), Three Arrows Capital (“Three Arrows”) and Genesis Global Holdco, LLC (“Genesis”) declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX, the third largest digital asset exchange by volume at the time, halted customer withdrawals and shortly thereafter, FTX and its subsidiaries filed for bankruptcy.

In response to these events, the digital asset markets experienced extreme price volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital assets markets. If the liquidity of the digital assets markets is negatively impacted by events of this nature, digital asset prices (including the price of cryptocurrencies we mine) might experience significant volatility and confidence in the digital asset markets may be undermined.

Our financial position and results of operations were impacted by the bankruptcy of FTX. For details, see “Business — Impact of FTX’s Bankruptcy and Other Market Events.” Any failure or insolvency of other large exchanges may cause the price of crypto assets to fall and decrease confidence in the ecosystem, which could adversely affect an investment in us. Such market volatility has had a material and adverse effect on our results of operations and financial condition and we expect our results of operations to continue to be affected by the price of crypto assets, particularly the prices of those types of cryptocurrencies we mine. If we do not continue adjusting our short-term strategy to optimize our operating efficiency in the current dynamic market conditions, such market conditions could have a further negative result on our business, prospects or operations.

To date, we have financed our operations primarily through cash generated by our business activities. However, to the extent that we require external financing in support of our operations in the future, investor concerns over our business or the crypto asset markets in general could make it difficult for us to obtain adequate financing, at terms favorable to us or at all, and we may be compelled to finance with higher interest rates or costs, tighter financial and operating covenants, or stricter limitations on access to credit and liquidity sources. Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our ability to meet our operating expenses or result in breaches of our contractual obligations, either of which could have material adverse impacts on our operations and liquidity.

We also generate revenue from offering mining pool services since September 2023 through the mining pools operated by our subsidiaries, and currently support five mineable cryptocurrencies, including KAS, RXD, SDR, ALPH and BGA. As of December 31, 2023, the mineable assets at our mining pools included KAS and IRON. As of December 31, 2024, the mineable assets at our mining pools included five types of cryptocurrencies, namely KAS, RXD, SDR, ALPH, and BGA. For details, see “Business — Mining Pools.” Any perceived or actual lack of stability in the digital asset markets and the closure or temporary shutdown of digital asset exchanges due to business failure,

hackers or malware, government-mandated regulation, or fraud, may reduce participants’ confidence in digital asset markets and result in greater volatility in the markets and values of cryptocurrencies. These events could result in a loss of customer demand for any products and/or services we may offer through our subsidiaries in the future.

From time to time, we become subject to legal proceedings or government investigations in the United States or in other jurisdictions, in the ordinary course of our business. See “Business — Legal Proceedings.” The nature and complexity of our business could make us susceptible to various claims, both in legal proceedings and government investigations, due to the heightened regulatory scrutiny following disruptions in the crypto asset markets. Since cryptocurrency mining, and the digital asset industry in general, is a relatively new business sector involving higher financial risks, it is more likely subject to government investigation and regulatory determination. Any claims, regulatory proceedings or litigation that could arise in the course of our business could have a material adverse effect on our business, prospects or operations.

Additionally, we cannot assure you that the price of cryptocurrencies will not decline substantially in the future or will remain high enough for our operations to continue being profitable. Fluctuations in the price of cryptocurrencies have had in the past and are expected to continue materially affecting our business, financial position, and results of operations, and may adversely affect the trading price and market value of our Class A ordinary shares after this offering.

We are subject to regulatory risks with regard to mining, holding, using, or transferring cryptocurrencies, which could negatively affect our business, results of operations and financial position.

Our business is subject to governmental supervision and regulation across multiple jurisdictions. These governmental authorities are likely to continue enhancing their oversight of the cryptocurrency industry by issuing new laws, rules and regulations or modifying existing ones. enforcement of existing laws, rules and regulations. Cryptocurrencies have in the past been, and may in the future, be used by market participants for black market transactions, to conduct fraud, money laundering, terrorism-funding, tax evasion, economic sanction evasion or other illegal activities. We cannot assure you that we will successfully detect all money laundering or other illegal activities which may adversely affect our reputation, business, financial condition and results of operations.

There is also no assurance that existing or future regulations on mining, holding, using, or transferring of cryptocurrencies would not result in an adverse effect on our business operations and results of operations. As cryptocurrency mining employs sophisticated and high energy-consuming computing devices, future developments in the regulation of energy consumption, including possible restrictions on energy usage in jurisdictions where our subsidiaries conduct mining activities, may affect our business operations. For instance, on September 24, 2021, ten PRC government authorities, including the People’s Bank of China, jointly issued the Notice on Further Preventing and Resolving the Risks of Virtual Currency Trading and Speculation (the “Notice”). The Notice reinforced the concept that cryptocurrency is illegal and provides that all related services, such as offering trades, exchanging between legal tender and cryptocurrency or between different cryptocurrencies, or providing information, intermediary and pricing services for cryptocurrency transactions, are all deemed illegal financial activities. As of the date of this prospectus, we have not engaged in any activities or transactions prohibited by the Notice. Nevertheless, if the PRC government adopts further laws and regulations prohibiting or restricting business activities involving cryptocurrency mining in the future, our business operations, financial condition and results of operations may be materially and adversely affected.

We are subject to regulatory risks with respect to the international shipping of our mining machines, including those associated with investigations by U.S. Customs and Border Protection and the Federal Communications Commission, which could result in disruptions to our operations, penalties, financial losses, or reputational damage.

In December 2024, eight shipments of ICERIVER mining machines, comprised of 2,412 units with a combined value of approximately US$8,016,268, were detained by U.S. Customs for investigation, initially referencing potential violations of certain FCC regulations. During the investigation, four initial shipments were returned to us by U.S. Customs on the condition that they were to be re-exported. Those machines were shipped back to Malaysia in early 2025. The re-export back to Malaysia ended the U.S. Customs investigation with respect to the four re-exported shipments.

Subsequently, upon completion of a thorough U.S. Customs review and coordination with FCC officials, U.S. Customs found that ICERIVER mining machines do not violate FCC regulations and therefore returned the remaining property consisting of 828 ICERIVER mining machines, collectively valued at approximately US$5,594,332, to us for import into the U.S., as we had originally requested. As of April 2025, the machines were deployed for self-mining at the hosting facility site in Texas. Therefore, U.S. Customs actions against us ended without monetary penalty. See also “Business — Legal Proceedings.”

The detention of these shipments has caused delays in deploying the affected machines and has negatively impacted our self-mining business operations. Any future regulatory compliance risks in connection with the international shipping of our mining machines, including those related to FCC standards and U.S. Customs inspections, may pose challenges to our operations. Any failure to address these risks promptly and effectively could have a material adverse effect on our business, financial condition, and results of operations.

Erosion or loss of user confidence in cryptocurrencies could adversely impact our business, results of operations and financial condition.

Cryptocurrencies are open source and not related to or backed by any sovereign or business entities and are usually not anchored to or pegged to any standard currency, commodity, or rate. The value of cryptocurrencies is greatly dependent on user confidence. Diverging beliefs in the concept of decentralization and negative publicity of cryptocurrencies may erode user confidence in cryptocurrencies and significantly reduce the market prices of cryptocurrencies.

Additionally, the confirmation process and trust in the cryptocurrency network could also be undermined by any centralization of such cryptocurrency. A key reason that cryptocurrencies have attracted many new and committed users in a short period of time is its decentralized nature, or the lack of control by a central authority. Individuals, companies or groups that control vast amounts of computing power of any given cryptocurrency can affect the market price of such cryptocurrency. Moreover, if a malicious actor obtains control of 50% of the aggregate hash rate active on a cryptocurrency’s network, it could prevent new transactions from being confirmed, turn off hashing power as a coercive tactic and possibly reverse transactions that were previously completed, despite the intended decentralized structure. Such concerns or skepticism about the decentralized nature of cryptocurrencies may cause current participants to lose confidence in the cryptocurrency industry. This in turn could adversely affect our business and results of operations as we derive a substantial majority of our revenue from mining cryptocurrencies and selling those we mine.

Producing new mining machines and obtaining components for such production has historically been capital intensive, and is likely to continue to be very capital intensive, which may have a material and adverse effect on our business and results of operations.

The success and profitability of the mining operations conducted by our subsidiaries depends largely on the costs, including costs of mining machines and electricity, associated with our subsidiaries’ mining activities. We can be profitable only if such costs are lower than the prices of the cryptocurrencies our subsidiaries mine when they sell such cryptocurrencies.

Although the adoption of certain measures, including our subsidiaries’ proprietary mining machine management software, which permits our subsidiaries to turn each mining machine on or off and monitor certain crucial data of these machines in real time, and the equipping of our subsidiaries’ mining machines with high-efficiency cooling systems, which can dissipate heat efficiently and may help maintain the normal functions of our subsidiaries’ mining machines for a longer period of time, all of the mining machines deployed by our subsidiaries will degrade due to ordinary wear and tear from usage. Based on historical data, we estimate that our subsidiaries’ mining machines can function normally for an average of three years. Additionally, all of these machines will eventually become obsolete. Our subsidiaries’ mining machines may also face malfunctions due to unforeseen factors. Over time, our subsidiaries will replace mining machines which are no longer functional with new mining machines our subsidiaries manufacture. Additionally, as technology evolves, our subsidiaries are required to continue investing in developing newer models of mining machines to remain competitive in the market. This replacement process requires substantial capital investment, and we may face challenges in doing so on a timely and cost-effective basis based on our ability to develop new mining machines with greater processing power and our access to adequate capital resources. If we are unable to obtain adequate numbers of new and replacement mining machines at scale, we may be unable to remain competitive in our highly competitive and evolving industry. If this happens, we may not be able to mine cryptocurrencies through our subsidiaries as efficiently or in similar amounts as our competitors and, as a result, our business and financial results could suffer. This could, in turn, materially and adversely affect the trading price of our securities and our investors could lose part or all of their investment.

We depend on a few customers for a significant portion of our revenues and the loss of any such customers could adversely affect our business, financial condition, results of operations and cash flows.

Since April 2023, through our subsidiaries, we have sold our self-designed mining machines to third party customers. For the fiscal year ended December 31, 2023, we generated a total of approximately $219.78 million in revenue from selling mining machines, representing approximately 85.43% of our total revenue for that fiscal

year. Two customers’ purchases each contributed more than 10% of our aggregate revenue for the fiscal year ended December 31, 2023, representing approximately 17.38% and 13.3% of our aggregate revenue, respectively. The largest customer is based in Vietnam, and the second largest customer is based in Hong Kong. For the fiscal year ended December 31, 2024, we generated a total of approximately $192.16 million in revenue from selling mining machines, representing approximately 63.57% of our total revenue of that fiscal year. For the fiscal year ended December 31, 2024, no customer contributed more than 10% of our total revenue.

Any fluctuation or decline in business with our major customers could have an adverse impact on our business, financial condition and results of operations. Our dependence on a small number of major customers may expose us to additional risks. For instance, a slowdown, delay or reduction in a customer’s orders could result in excess inventories or unexpected fluctuations in our operating results and liquidity. Our major customers may have significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules, which could adversely affect our business, financial condition, results of operations and cash flows. If one of our major customers delays payment or is unable to make payments, that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our subsidiaries source a substantial portion of the components for their mining machines from a major supplier and, historically, have depended on one manufacturer for their miners, making them vulnerable to supply disruption and price fluctuation.

In 2024, our subsidiaries source components, including chips, PCBs, other electronic components, and structure components, from external suppliers. For the fiscal year ended December 31, 2023, one supplier contributed over 10% of our total purchases during the period, representing approximately 22.32% of our total purchases. For the fiscal year ended December 31, 2024, one supplier contributed over 10% of our total purchases during the period, representing approximately 61.5% of our total purchases. Even though we believe our subsidiaries will be able to locate suppliers who will be able to deliver quality components at reasonable costs should the business relationship with the major supplier terminates, in the event that they are unsuccessful or experience delays in finding a suitable alternative supplier, it could result in component delivery problems and delays and reduced control over the pricing and quality of those components our subsidiaries source. Though in some cases, we may prefer to have multiple sources to procure certain key items used in our operations, in some cases it is not practical or feasible to do so, particularly in our industry.

If our subsidiaries lose one or more of the large suppliers, our subsidiaries may suffer a disruption in the supply of components if they are unable to acquire them from an alternate supplier on a timely basis on reasonable commercial terms or at all for any reason. Any supply disruption, including delay in delivery by our suppliers, increased demand in their products causing them to delay production or delivery to our subsidiaries, or the bankruptcy or shutdown of these suppliers, could prevent our subsidiaries from competing with other cryptocurrency mining companies, or could force our subsidiaries to purchase supplies from parties other than those with which our subsidiaries presently have business relationships, which may charge our subsidiaries more, and all of which may materially and adversely affect our business and results of operations. Furthermore, as we do not maintain an inventory of machines for our machine selling business, and only place orders with third-party production partners after an order is received, any supply disruption could also lead to a delay in delivery or potentially a breach of our sales agreements with customers, which could lead to loss of customers, substantial litigation, and material damage to our brand and reputation. See also “Business — Sale of Mining Machines.”

Additionally, we rely on four partner manufacturers located in Malaysia and China to assemble our mining machines. If our business relationship with either partner manufacturer were to terminate or deteriorate, whether due to contractual disputes, operational disruptions, regulatory restrictions, geopolitical tensions, or other unforeseen events, we may face significant difficulties in securing alternative partner manufacturers that can match the same standards of quality, production speed, and cost-efficiency. Any inability to replace these manufacturers in a timely manner, or at all, could result in production delays, increased production costs, lower product quality, and an inability to meet customer demand, all of which could materially and adversely affect our business, financial condition, and results of operations.

We rely on a steady and inexpensive power supply for operating mining farms and running mining machines. Failure to access large quantities of power at reasonable costs could significantly increase our expense related to certain businesses and adversely affect our business and results of operations.

Cryptocurrency mining consumes a significant amount of energy to process the computations and cool down the mining hardware. Therefore, a steady and inexpensive power supply is critical to cryptocurrency mining. To lower mining costs, our subsidiaries have located and operated their mining machines in Nebraska, Texas and Ohio in the

U.S., where energy is less expensive. There can be no assurance that our operations will not be affected by power shortages or increase in energy prices in the future. In particular, the power supply could be disrupted by natural disasters, such as floods, mudslides and earthquakes, or other similar events beyond our control. Power shortages, power outages or increased power prices could negatively impact the normal operation of our mining farms and reduce the expected economic returns from our mining operations. Under such circumstances, our business, results of operations and financial condition could be materially and adversely affected.

Shortages in, or rises in the prices of, the components for our subsidiaries’ mining machines may adversely affect our business, financial condition, and results of operations.

Given the long production period to manufacture, assemble, and deliver certain components, problems could arise in the production process that could seriously interrupt our operations, including the possibility of defective parts, an increase in input costs, delays in delivery schedules, and shortages of machine components. The components our subsidiaries use for the production of mining machines used for operations and to be sold include chips, PCBs, other electronic components, and structure components. The production of mining machines depends on obtaining adequate supplies of these machine components on a timely basis and at competitive prices. Our subsidiaries do not maintain inventories of these components, and rather, our subsidiaries purchase such components on an as-needed basis from various third-party suppliers that satisfy our quality standards and meet our production requirements.

Shortages of machine components could result in reduced production and delays in production, as well as increases in production costs, which may negatively affect our subsidiaries’ abilities to conduct their mining operations according to their plans or to timely fulfill customer orders or at all. Machine components shortages may also increase our costs of operations because we may be required to pay higher prices for these machine components in short supply, or redesign or reconfigure products to accommodate for substitute components. As a result, our subsidiaries’ business and our results of operations could be materially and adversely affected.

The quality of our subsidiaries’ mining machines relies on third-party production partners that we maintain business relationships with. Any failure by such third-party production partners to manufacture mining machines with high quality could materially and adversely affect our business, financial condition and results of operations.

Our subsidiaries rely on third-party production partners to manufacture mining machines for them and conduct quality control testing and, as such, the quality of our subsidiaries’ mining machines and our business operations may be affected by actions taken by the third-party production partners that are outside of our control. Despite the measures our subsidiaries have taken to ensure the quality of mining machines, to the extent that any of the production partners is unable to maintain its production facilities’ efficiency or deliver quality mining machines in a timely manner, we may not be able to carry out our mining operations as planned and our business, financial condition, and results of operations may be materially and adversely affected. While we have not experienced such incidents in the fiscal years ended December 31, 2023 and 2024, we cannot assure you that they will not occur in the future. If we are unable to effectively address these risks, our business operations and financial performance may be materially and adversely affected.

Our subsidiaries rely upon a single chip foundry for the manufacturing of our proprietary ASIC chips. Any failure by us to procure a sufficient number of chips from this chip foundry or shift to another chip foundry may adversely affect our business operations.

Even though we developed our proprietary ASIC chips through our subsidiaries’ in-house research and development team, the production of the ASIC chips is completed by a single third-party chip foundry. It is important for us to maintain a stable relationship with this chip foundry to ensure an adequate supply of ASIC chips, both to satisfy the needs for our subsidiaries’ daily operations and to meet customer demand for mining machines.

We cannot guarantee that this chip foundry will be able to meet our manufacturing requirements at all times. If it is unable to provide quality ASIC chips to our subsidiaries in a consistent manner, the quality of our subsidiaries’ mining machines can suffer, and our subsidiaries’ mining operations, their relationships with customers, and our reputation may be materially and adversely affected. If the chip foundry raises its prices or is unable to provide our subsidiaries the requested products for any reason, or if our business relationship with this chip foundry deteriorates, we may not be able to obtain the required ASIC chips and would have to seek alternatives, which may not be available immediately on commercially reasonable terms, or at all. In such event, our business and results of operations may be materially and adversely affected.

Our subsidiaries do not maintain long-term contracts with most of their suppliers. If our subsidiaries are unable to source from their current suppliers and unable to find acceptable substitutes at reasonable costs or at all, our production costs may increase and our business and results of operations may be materially and adversely affected.

We source the components for mining machines from third party suppliers. Our subsidiaries do not maintain long-term contracts with most of their suppliers. In 2024, our subsidiaries had a total of 124 suppliers, for sourcing the components required for producing the machines both used in our own operations and to be sold to customers. We intend to rely upon our subsidiaries exclusively for the sourcing of machine components in the future. If our subsidiaries lose any of these major suppliers and are unable to find acceptable substitutes at reasonable costs or at all, our production costs may increase, and our production process may be delayed or suspended. In such event, our business and results of operations may be materially and adversely affected.

Our subsidiaries’ mining operations, including the mining farms and hosting facilities in which our subsidiaries’ mining machines are operated, may experience damages, and any resulting damages are not covered by insurance.

Our subsidiaries’ current mining operations are, and any future mining operations our subsidiaries establish, will be, subject to a variety of risks relating to such mining operations’ physical condition, including, but not limited to:

•        the presence of construction or repair defects or other structural or building damage;

•        any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

•        any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and

•        claims by employees and others for injuries sustained at our properties, including as a result of exposure to high voltage operations, extreme temperature conditions in the mining farms and hosting facilities where our subsidiaries’ mining machines are located, and exposure to on-site contaminants and pollutants.

For example, the mining farms and hosting facilities where our subsidiaries’ mining machines are located could be rendered temporarily or permanently inoperable as a result of a fire or other natural disaster or by a terrorist or other attack on such mining farms and hosting facilities. The security and other measures our subsidiaries take to protect against these risks may not be sufficient. Additionally, the mining farms and hosting facilities where our subsidiaries’ mining machines are located could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power generating capacity. Our subsidiaries currently do not maintain any commercial insurance and, as such, they may suffer substantial losses as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the mining farms and hosting facilities where our subsidiaries’ mining machines are located, our subsidiaries may not be able to remediate that loss in a timely manner or at all and we may lose some or all of the future revenues anticipated to be derived from such mining farms and hosting facilities.

We face risks related to disputes with hosting service providers, which could result in operational disruptions, financial losses, and adverse effects on our business.

On June 14, 2024, through Bgin Infrastructure US, we entered into a Hosting Services Agreement with a hosting service provider, Krypton Technologies, LLC (“Krypton”). Krypton terminated the Hosting Services Agreement on December 20, 2024. As of the date of termination, pursuant to the Hosting Services Agreement, Bgin Infrastructure US understood that Krypton was in possession of 5,325 mining machines owned by Bgin Infrastructure US. Subsequently, on December 30, 2024, Krypton sent a demand letter, offering to reinstate the Hosting Services Agreement, provided that Bgin Infrastructure US remit outstanding balance in the amount of US$28,595.63 and additional security deposit equal to one month’s costs of power usage by December 31, 2024. In response, on December 31, 2024, Bgin Infrastructure US provided a written notice to Krypton through email, agreeing to terminate the Hosting Services Agreement as of December 20, 2024, citing Krypton’s breach of the agreement due to ongoing performance issues, including Krypton’s failure to operate the mining machines at hash rates required by the Hosting Services Agreement. Accordingly, in its written notice dated December 31, 2024, the Company formally requested that Krypton return all of its mining machines in accordance with the contractual terms.

As of December 31, 2024, Krypton was contractually obligated to return the mining machines to Bgin. Bgin Infrastructure US and Krypton dispute whether each other has complied with the Hosting Services Agreement. Both companies have threatened legal action against the other for alleged breaches of contract, among other potential claims.

Some of our subsidiaries conducted business in certain states without first obtaining certificates of authority. These entities may face adverse consequences for their business activities conducted prior to obtaining such certificates.

As of the date of this prospectus, our mining farm operations in the U.S. are conducted in the State of Nebraska, mainly through our subsidiaries, (i) Bgin HK, a company formed in Hong Kong, (ii) Bgin Management and Bgin Infrastructure US, companies formed in the State of Delaware, and (iii) Bgin Mining, a company formed in the State of Nebraska. Through Bgin Infrastructure US, we also have a portion of our mining machines hosted by third-party hosting service providers at two locations in the States of Texas and Ohio. From October 2022 to April 2023, through Bgin HK, we also conducted operations in the State of West Virginia. From August 2024 to December 2024, through Bgin Infrastructure US, we conducted operations in the State of Pennsylvania and from October 2024 to January 2025 in the State of North Dakota. In addition, as of October 2024, Bgin Infrastructure US has begun conducting business in the State of Massachusetts, not in the form of mining farm operations, but as the employer of a Massachusetts based staff member.

Bgin Infrastructure US obtained a certificate of authority to conduct business in the State of Nebraska in June 2022. Also, Bgin Infrastructure US obtained certificates of authority to conduct business in the State of Texas in December 2024, and in the States of Iowa, Ohio, Pennsylvania, West Virginia, Massachusetts and North Dakota in January 2025.

Bgin Management obtained certificates of authority to conduct business in the States of Nebraska and West Virginia in August 2022 and December 8, 2022, respectively, and Bgin HK obtained certificates of authority to conduct business in the States of Nebraska and West Virginia in February 2023. Also, Bgin Management obtained a certificate of authority to conduct business in the State of Texas in December 2024 and obtained certificates of authority to conduct business in the States of Iowa, North Dakota and Ohio in January 2025.

We may face adverse consequences for any business activities conducted by these entities prior to obtaining certificates of authority. For example, a company may be liable for a civil penalty of up to $10,000 each year it transacts business in Nebraska without a certificate of authority, and a company may be liable for all taxes and fees for the period it has transacted business in the State of West Virginia without a certificate of authority in an amount equal to all taxes and fees which would have been imposed had the certificate been duly obtained, plus all penalties for failure to pay such taxes and fees.

The cryptocurrencies stored by our subsidiaries may be subject to accidental or unauthorized loss or theft or otherwise may be access restricted.

There is a risk that some or all of our subsidiaries’ cryptocurrencies could be lost or stolen. Cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a holder’s cryptocurrencies. Access to our subsidiaries’ cryptocurrencies could also be restricted or otherwise compromised by cybercrime (such as a denial-of-service attack) against a service at which we maintain a hosted hot wallet. A hot wallet refers to any cryptocurrency wallet that is connected to the Internet. Generally, hot wallets are easier to set up and access as compared to wallets in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage or cold wallets refers to any cryptocurrency wallet that is not connected to the Internet. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular transactions. We store our cryptocurrency holdings on both hot wallets and cold wallets. As of the date of this prospectus, 23.43% of our crypto assets are stored in hot wallets maintained with crypto exchanges and the remaining 76.57% of the crypto assets are stored in self-custodied cold wallets.

Hackers or malicious actors may launch attacks to steal, compromise or gain access to our cryptocurrency assets, such as by attacking the cryptocurrency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. We may be in control and possession of one of the more substantial holdings of cryptocurrency. As we increase in size, we may become a more appealing target for hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, consequently, our investments and profitability. The loss or destruction of a private key required to access one or more of our digital wallets may be irreversible and we may be denied access for all time to our cryptocurrency holdings associated with that wallet. While we would be able to set up a new wallet to hold cryptocurrencies mined in the future, such a loss in holdings could adversely affect our investments and assets.

In addition, as with any computer code generally, flaws in cryptocurrency codes may be exposed by malicious actors. Several errors and defects have been found in various cryptocurrency codes, including those that disabled some functionality for users and exposed their information. Exploitations of flaws in the source code that allow malicious

Our success in selling mining machines depends largely on external factors in the crypto mining industry.

Customers who purchase our subsidiaries’ self-designed mining machines are crypto asset miners. The crypto mining industry is subject to various risks which could adversely affect customers’ ability to continue to operate their businesses, including, but not limited to:

•        ongoing and future government or regulatory actions that could effectively prevent the mining operations of the customers of our subsidiaries, with little to no access to policymakers and lobbying organizations in many jurisdictions;

•        any newly enacted laws and regulations that determine crypto assets’ status as a “security,” a “commodity” or a “financial instrument” in any relevant jurisdiction which may subject our subsidiaries’ customers to regulatory scrutiny, investigations, fines, and other penalties;

•        banks or financial institutions may close the accounts of businesses engaging in crypto asset related activities as a result of compliance risk, cost of service, government regulation or public pressure;

•        use of crypto assets in the retail and commercial marketplace is limited;

•        extreme volatility in the market price of crypto assets that may harm the financial resources of our subsidiaries’ customers or cause them to reduce or cease mining operations;

•        use of a ledger-based platform may not necessarily benefit from viable trading markets or the rigors of listing requirements for securities creating higher potential risk for fraud or the manipulation of the ledger due to a control event when a party gains disproportionate control over the ledger or the platform;

•        concentrated ownership, large sales of crypto assets, or distributions or redemptions by vehicles invested in crypto assets could have an adverse effect on the demand or, and market price of, such crypto asset;

•        our subsidiaries’ customers could face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto, rapidly changing technology or methods of, rules of, or access to, ledger-based platforms;

•        the number of crypto assets awarded for solving a block in a blockchain could decrease which may adversely affect the incentive of our subsidiaries’ customers to expend processing power to solve blocks and/or continue mining and our subsidiaries’ customers may not have access to resources to invest in increasing processing power when necessary in order to in order to maintain the continuing revenue production of their mining operations;

•        our subsidiaries’ customers may face third parties’ intellectual property claims or claims relating to the holding and transfer of crypto assets and their source code, which, regardless of the merit of any such action, could reduce confidence in some or all crypto asset networks’ long-term viability or the ability of end-users to hold and transfer crypto assets;

•        contributors to the open-source structure of the crypto asset network protocols are generally not directly compensated for their contributions in maintaining and developing the protocol and may lack incentive to properly monitor and upgrade the protocols;

•        a disruption of the Internet on which the business of mining crypto assets is dependent;

•        decentralized nature of the governance of crypto asset systems, generally by voluntary consensus and open competition with no clear leadership structure or authority, may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles; and

•        security breaches, hacking, or other malicious activities or loss of private keys relating to, or hack or other compromise of, digital wallets used to store crypto assets could adversely affect the ability of our subsidiaries’ customers to access or sell their crypto assets or effectively utilize impacted platforms.

Even if our subsidiaries are able to diversify their customer base, negative impacts to the crypto mining industry in general may negatively affect our business, financial condition, operating results, liquidity and prospects.

Changes in market conditions, including the competitive environment, may restrict our ability to price our mining machines and our services at our desired margins or sell our mining machines.

We set prices for our mining machines and services taking into consideration the market price of cryptocurrencies, price of comparable products or services of our competitors, the expected economic return of cryptocurrency mining, product and service types and demand for our mining machines and services, Additionally, we review and adjust the pricing of our mining machines and services on a periodic basis. We cannot assure you that we will be able to maintain our pricing ability, and our gross profit margin may be driven down by market conditions and/or other factors. In the event that we face higher pricing pressure due to intensified competition from other manufacturers, or if we otherwise lose pricing ability due to weaker demand for our mining machines or services, we may need to cut our prices and lower profit margins. Moreover, we may not be able to accurately estimate our costs or pass on all or part of any increase in our costs of operations to our customers, including the costs of machine components. Our competitors may offer mining machines that our customers may find more appealing for any number of reasons and we may not be able to sell our mining machines at all or in very limited quantities, which may result in excess inventory that may need to be written down as a reflection of reduced demand. In the event any of the above events occurs, our business operations, financial position and results of operations could be materially and adversely affected.

If we fail to maintain an effective quality control system, our business could be materially and adversely affected.

We believe that quality is essential to the success of our products, and we place emphasis on product quality. We adhere to stringent quality control measures in order to meet our customers’ requirements and expectations for the quality and safety of our products, as well as to ensure the efficiency and safety of our own mining machines. See “Business — Mining Machines — Quality Control.” Failure to maintain an effective quality control system to meet our quality control standards may result in a decrease in demand for our products or cancellation or loss of purchase orders from customers. Moreover, our reputation could be impaired. As a result, our business and results of operations could be materially and adversely affected.

Product defects resulting in a large-scale product recall or product liability claims against us could materially and adversely affect our business, results of operations and reputation.

Despite the quality control measures we have in place, we cannot assure you that all products produced by us are free of defects. Consequently, any product defects identified by our customers or end users might erode our reputation and negatively affect our customer relationships and future business. Product defects may also result in product returns and large-scale product recalls or product liability claims against us for substantial damages. Such claims, even if unsuccessful, would likely be time-consuming and costly to defend and could divert significant resources and management attention. As a result, our business, results of operations and reputation could be materially and adversely affected by any product defects.

The loss of any member of our senior management team, or our failure to attract, train and retain qualified personnel could impair our ability to grow our business and effectively execute our business strategy.

Since our inception, the growth and expansion of our business operations has depended on the capabilities and strategic vision of our senior management. Our future success depends, in a large part, on the continued contribution of our senior management team. We cannot assure you that we will be able to retain key existing employees and/or PRC individuals. The loss of any of our co-founders, senior management or key research and development team members could harm our ability to implement our business strategies and to respond to the rapidly changing market conditions in which we operate, or could result in other operating risks. The loss of one or more of our key employees and/or PRC individuals or our inability to retain, attract and motivate qualified personnel could have a material adverse effect on our business, financial condition and results of operations.

Our future success also depends on our ability to retain, attract and incentivize qualified personnel. The process of hiring new employees with the combination of skills and characteristics required to implement our strategy can be competitive and time-consuming. We cannot assure you that we will be able to attract adequate personnel as we continue to pursue our business strategies.

Our chief technology officer, Mr. Qi Shao, owns 70% in Shenzhen Bgin. His involvement in Shenzhen Bgin could present conflicts of interest.

Mr. Qi Shao, our chief technology officer, devoted ten to fifteen hours per week to the management and oversight of the operations of Shenzhen Bgin until September 1, 2024, when he stopped managing and overseeing Shenzhen Bgin’s operations. As of the date of this prospectus, we are not aware of any conflicts between Mr. Qi Shao and our Company. However, Mr. Qi Shao may have actual or potential conflicts of interest with us in the future. Due to his ownership in Shenzhen Bgin, to the extent that a conflict of interest between Shenzhen Bgin and our Company occurs, Mr. Shao may not act in the best interests of our Company. We cannot assure you that when conflicts of interest arise Mr. Shao will act in our best interests or that such conflicts will be resolved in our favor.

On January 1, 2025, we entered into a Conflict of Interests Agreement with Shenzhen Bgin, pursuant to which Mr. Qi Shao agrees to act in the best interests of the Company, devote sufficient time, effort and resources to fulfill his obligations as the chief technology officer of the Company, and, without the prior written approval of our board of directors, not to engage in or facilitate any business operations of Shenzhen Bgin that would compete with the Company’s business operations. Mr. Qi Shao also agreed to disclose to us any actual or potential conflicts of interest arising from his role at Shenzhen Bgin as they arise and, in the event that we experiences any damages as a result of Mr. Qi Shao’s conflict of interests as a result of his ownership in Shenzhen Bgin, Mr. Qi Shao agrees to indemnify us for such damages in the amount determined by our board of directors or an independent third-party auditor. This agreement remains in effect during the term in which Mr. Shao serves as our chief technology officer and holds an equity interest in Shenzhen Bgin. If we cannot resolve a conflict of interest or dispute between us and Mr. Shao, we may lose the services of Mr. Shao and the expertise he has in the industry we operate, and we may have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Third parties may claim that we and/or our subsidiaries are infringing upon their intellectual property rights, which may prevent or inhibit our subsidiaries’ operations and cause us and/or our subsidiaries to suffer significant litigation expense even if these claims have no merit.

Our success depends significantly on our ability to operate without infringing the patents and other intellectual property rights of third parties. In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the cryptocurrency space, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets solely for the purpose of making claims of infringement to extract settlements from companies like ours.

From time to time, third parties may claim that we and/or our subsidiaries are infringing upon or misappropriating their intellectual property rights, and we and/or our subsidiaries may be found to be infringing upon such rights. Any claims or litigation could cause us and/or our subsidiaries to incur significant expenses and, if successfully asserted against us and/or our subsidiaries, could require that we and/or our subsidiaries pay substantial damages or ongoing royalty payments.

Furthermore, the occurrence of infringement claims may be likely to grow as the cryptocurrency ecosystem grows and matures. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our subsidiaries’ business and our operating results and financial condition.

Third parties may infringe upon our intellectual property rights, including our trade names, and we may not be able to adequately protect or enforce our rights, which could harm our brand, competitive position, and business prospects.

Our success depends, in part, on our ability to establish, maintain, and protect our intellectual property rights, including our trademarks, trade names, copyrights, trade secrets, proprietary technologies, and other intellectual property. We rely on a combination of intellectual property laws and contractual protections to safeguard these rights. However, these measures may be inadequate to prevent third parties from infringing, misappropriating, or otherwise violating our intellectual property.

We may be subject to attempts by third parties to imitate or use our brand names, logos, or other distinctive elements of our product offerings without authorization. For example, we recently became aware of a European-based entity operating under the name “IceRiver.eu” and falsely claiming to be an official European branch or affiliate of the Company (the “Infringer”). This entity maintains a website, IceRiver.eu, and associated social media accounts, through which it markets and sells products under the “ICERIVER” name and branding. We have not authorized any such relationship, and IceRiver.eu is not affiliated with, endorsed by, or authorized to act on behalf of us in any capacity. For details related to this case, see “Business — Legal Proceedings — Ice.River.eu Case.”

Such unauthorized use or imitation of our trade names and trademarks or other intellectual property could dilute the value of our brand, create market confusion, and harm our reputation and customer trust. Detecting and addressing infringement can be difficult, costly, and time-consuming, especially in markets where we have limited resources or where intellectual property enforcement mechanisms are weak. We may not always be successful in identifying instances of infringement or in taking timely and effective action to enforce our rights. Furthermore, the legal standards for protection, validity, and enforcement of intellectual property rights vary across jurisdictions, and our rights may not receive uniform or adequate protection globally. If we are unable to adequately protect or enforce our intellectual property rights, or if third parties independently develop similar or competing technologies or brands, our competitive position, brand equity, and business prospects could be materially and adversely affected.

Cryptocurrencies and cryptocurrency transactions may be subject to further taxation in the future.

In recent years, the rise of cryptocurrency prices and transaction volume has attracted the attention of tax authorities in different jurisdictions. As the laws governing cryptocurrencies are still evolving, the tax treatment of cryptocurrencies and cryptocurrency transactions in various jurisdictions are subject to change. While some countries intend to or have imposed taxation on cryptocurrencies and cryptocurrency transactions, other tax authorities are silent. As there is considerable uncertainty over the taxation of cryptocurrencies, we cannot guarantee that the cryptocurrencies and transactions denominated in cryptocurrencies will not be subject to further taxation in the future, including but not limited to additional taxes and increased tax rate. These events could reduce the economic returns of cryptocurrency and increase the holding costs of cryptocurrency assets, which could materially and adversely affect our business, results of operations and financial condition.

Cryptocurrency exchanges and wallets, and to a lesser extent, a cryptocurrency blockchain itself, may suffer from hacking and fraud risks, which may adversely erode user confidence and cryptocurrencies and result in declining market prices of cryptocurrencies.

Cryptocurrency transactions are entirely digital and, as with any virtual system, face risk from hackers, malware and operational glitches. For example, hackers can target cryptocurrency exchanges, wallets, and custodians to gain unauthorized access to the private keys associated with the wallet addresses where cryptocurrencies are stored. Cryptocurrency transactions and accounts are not insured by any type of government program and cryptocurrency transactions generally are permanent by design of the networks. Certain features of cryptocurrency networks, such as decentralization, the open-source protocols, and the reliance on peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by potentially reducing the likelihood of a coordinated response. Cryptocurrencies have suffered from hacking risks and several cryptocurrency exchanges and miners have reported cryptocurrency losses, which highlight concerns over the security of cryptocurrencies and in turn affect the demand and the market price of cryptocurrencies. In addition, while cryptocurrencies use private key encryption to verify owners and register transactions, fraudsters and scammers may attempt to sell false cryptocurrencies. These risks may adversely affect the operation of the cryptocurrency network which would erode user confidence in cryptocurrencies, which could result in declining market prices of cryptocurrencies. As of the date of this prospectus, we have not experienced such hacking, fraud, or other types of cyberattacks. If we experience such an event, our business, financial condition and results of operations may be negatively and adversely affected.

The functionality of most cryptocurrency networks relies on the Internet. A significant disruption of Internet connectivity could adversely affect our business, results of operations and financial condition.

We may be subject to information technology system failure or network disruptions caused by natural disasters, accidents, power disruptions, telecommunication failures, acts of terrorism or war, malware, physical or electronic break-ins, or other events or disruptions. System redundancy and other continuity measures may be ineffective or inadequate, and our business continuity and disaster recovery planning may not be sufficient for all eventualities.

substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and Investment Company Act filing requirements. The cost of such compliance would result in us incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact on our operations.

There can be no assurances that we will properly characterize any given cryptocurrency as a security or non-security for purposes of determining which cryptocurrencies to mine, hold and trade, or that the SEC or a court, if the question was presented to it, would agree with our assessment. We could be subject to judicial or administrative sanctions for failing to offer or sell cryptocurrencies in compliance with the registration requirements, or for acting as a broker or dealer without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Further, if any cryptocurrency that our subsidiaries mine, hold and trade is deemed to be a security under the laws of any U.S. federal, state, or foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences for such cryptocurrency. For instance, all transactions in such supported cryptocurrency would have to be registered with the SEC or other foreign authority, or conducted in accordance with an exemption from registration, which could severely limit its liquidity, usability and transactability. Further, it could draw negative publicity and a decline in the general acceptance of digital assets. Also, it may make it difficult for such cryptocurrency to be traded, cleared, and custodied as compared to other cryptocurrencies that are not considered to be securities.

We may be required to register as an investment company under the 1940 Act. In such event, we may be deemed as operating as an unregistered investment company in violation of the 1940 Act and required to register as an investment company or to adjust our strategies.

We intend to conduct our operations in such a way that we will not be required to register as an investment company under the 1940 Act. However, under the 1940 Act, a company may fall within the definition of an investment company under section 3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire “investment securities” (as defined therein) having a value exceeding 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. If the cryptocurrencies we mine or hold, or plan to mine or hold, are determined to be securities, we may be required to register as an investment company or to adjust our business strategies. There can be no assurance that we will be able to maintain our exclusion from registration as an investment company under the 1940 Act. In addition, as a consequence of our seeking to avoid the need to register under the 1940 Act on an ongoing basis, we may be limited in the ability to engage in cryptocurrency mining operations or otherwise make certain investments, and these limitations could result in our holding those cryptocurrencies we may wish to sell or selling the cryptocurrencies we may wish to hold, which could materially and adversely affect our business, financial condition and results of operations.

If a regulator with jurisdiction on our activities concludes that we improperly characterized a cryptocurrency, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently, with certain governments deeming cryptocurrencies illegal, and others allowing their use and trade without restriction. In some jurisdictions, such as in the U.S., digital assets, like cryptocurrencies, are subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements.

Digital assets are viewed differently by different regulators and standards setting organizations globally as well as in the U.S. on the federal and state levels. For example, the Financial Action Task Force (“FATF”) and the Internal Revenue Service (“IRS”) consider a cryptocurrency as currency or an asset or property. Further, the IRS applies general tax principles that apply to property transactions to transactions involving virtual currency.

On the other hand, the SEC has identified numerous crypto assets as securities, and the staff of the SEC have issued reports, orders and statements that provide guidance on when a crypto asset may be a security for purposes of the U.S. federal securities laws. Further, the U.S. Supreme Court case law has established legal tests for determining whether a particular digital asset could be deemed a “security.” Nevertheless, there is no guarantee that any risk-based assessment by us regarding the likelihood that a particular cryptocurrency could be deemed a “security” under applicable laws would turn out to be an accurate assessment. The classification of a cryptocurrency as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets. For example, a cryptocurrency that is a security in the U.S. may generally only be offered or sold in the U.S., pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration.

Persons that effect transactions in cryptocurrencies that are defined as securities in the U.S. may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and sellers to trade cryptocurrencies that are securities in the U.S. are generally subject to registration as national securities exchanges, or must qualify for an exemption. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.

If regulatory changes or interpretations require the regulation of digital assets under the securities laws of the United States or elsewhere, including the Securities Act of 1933, the Exchange Act and the 1940 Act or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission (“CFTC”), the IRS, Department of Treasury or other agencies or authorities, we may be required to register and comply with such regulations, including at a state or local level. To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary expense or burdens to us. We may also decide to cease certain operations and change our business model. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to us.

Current and future legislation and SEC-rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which cryptocurrencies are viewed or treated for classification and clearing purposes. In particular, cryptocurrencies may not be excluded from the definition of “security” by SEC rulemaking or interpretation requiring registration of all transactions unless another exemption is available, including transacting in cryptocurrency among owners and require registration of trading platforms as “exchanges.”

Furthermore, when the interests of investor protection are paramount, for example in the offer or sale of Initial Coin Offering (“ICO”) tokens, the SEC has no difficulty determining that the token offerings are securities under the “Howey” test as stated by the United States Supreme Court. As such, ICO offerings would require registration under the Securities Act or an available exemption therefrom for offers or sales in the United States to be lawful. Section 5(a) of the Securities Act provides that, unless a registration statement is in effect as to a security, it is unlawful for any person, directly or indirectly, to engage in the offer or sale of securities in interstate commerce. Section 5(c) of the Securities Act provides a similar prohibition against offers to sell, or offers to buy, unless a registration statement has been filed. Although, since we do not intend to be engaged in the offer or sale of securities in the form of ICO offerings, and we do not believe our planned mining activities would require registration for us to conduct such activities and accumulate digital assets the SEC, the CFTC, Nasdaq or other governmental or quasi-governmental agency or organization may conclude that our activities involve the offer or sale of “securities”, or ownership of “investment securities”, and we may face regulation under the Securities Act or the 1940 Act. Complying with such regulation or the inability to meet the requirements to continue operations would have a material adverse effect on our business and operations. We may also face similar issues with various state securities regulators who may interpret our actions as requiring registration under state securities laws, banking laws, or money transmitter and similar laws, which are also an unsettled area or regulation that exposes us to risks.

We cannot be certain as to how future regulatory developments will impact the treatment of cryptocurrencies. If we fail to comply with such additional regulatory and registration requirements, we may have to cease certain of our operations or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business model at all, which could have a material adverse effect on our business, prospects or results of operations and potentially the value of any cryptocurrencies we plan to hold or expect to acquire for our own account.

We cannot be certain as to how future regulatory developments will impact our business and any such additional regulatory requirements, or changes in how existing requirements are interpreted and applied, may cause us to cease all or certain of our operations or change our business model.

We cannot be certain as to how future regulatory developments will impact the treatment of cryptocurrencies, and other digital assets. For example, if regulatory changes or interpretations require the regulation digital assets under certain laws and regulatory regimes in the United States such as those administered by the SEC, the CFTC, the IRS, the Department of Treasury or other agencies or authorities or similar laws and regulations of other jurisdictions, including if our digital asset activities cause us to be deemed a “money transmitter,” “money services business” or equivalent designation under U.S. federal law, the law of any U.S. state, or foreign jurisdiction in which we operate, we may be required to register, seek licensure and comply with such regulations, including at a federal, state or local level, and implement an anti-money laundering program, reporting and recordkeeping regimes, consumer protective safeguards, and other operational requirements, and the distribution of cryptocurrencies to our mining pool participants may be

The trading price of our Class A ordinary shares is likely to be volatile, which could result in substantial losses to investors.

The trading price of our Class A ordinary shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies in the same industry. In addition to market and industry factors, the price and trading volume for our Class A ordinary shares may be highly volatile for factors specific to our own operations, including the following:

•        actual or anticipated variations in our revenues, earnings, cash flow, and changes or revisions of our expected results;

•        fluctuations in operating metrics;

•        announcements of new activities, investments, acquisitions, strategic partnerships, or joint ventures by us or our competitors;

•        announcements of expansions by us or our competitors;

•        changes in financial estimates by securities analysts;

•        announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors;

•        changes in the economic performance or market valuations of other companies in our industry;

•        detrimental negative publicity about us, our competitors, or our industry;

•        additions or departures of key personnel;

•        regulatory developments affect us or our industry;

•        general economic or political conditions in Singapore, Hong Kong, the U.S., or elsewhere in the world;

•        fluctuations of exchange rates between Singapore dollars and U.S. dollars, and between Hong Kong dollars and U.S. dollars; and

•        potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our Class A ordinary shares will trade. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like ours. These broad market and industry fluctuations may adversely affect the market price of our Class A ordinary shares. Volatility or a lack of positive performance in the price of our Class A ordinary shares may also adversely affect our ability to retain key employees and/or PRC individuals, most of whom have been granted equity incentives.

In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

We may experience extreme share price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A ordinary shares.

In recent years, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than

Substantial future sales or perceived potential sales of our Class A ordinary shares in the public market could cause the price of our Class A ordinary shares to decline.

Sales of our Class A ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Class A ordinary shares to decline. All Class A ordinary shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act. The remaining Class A ordinary shares issued and outstanding after this offering will be available for sale, upon the expiration of the 180-day lock-up period beginning from the date of the effectiveness of this prospectus, subject to volume and other restrictions as applicable provided in Rules 144 and 701 under the Securities Act. Any or all of these shares may be released prior to the expiration of the lock-up period at the discretion of the underwriters of this offering. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of our Class A ordinary shares could decline.

After completion of this offering, certain holders of our shares may cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Act would result in these Class A ordinary shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration. Sales of these registered shares in the public market could cause the price of our Class A ordinary shares to decline.

Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial.

Under our dual-class share structure, our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of shareholders, holders of Class B ordinary shares will be entitled to five votes per share, while holders of Class A ordinary shares will be entitled to one vote per share based on our dual-class share structure. We will sell Class A ordinary shares in this offering. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment, or disposition of any Class B ordinary shares by a holder thereof, such Class B ordinary shares are automatically and immediately converted into an equal number of Class A ordinary shares.

As of the date of this prospectus, Mr. Qingfeng Wu, our chief executive officer, beneficially owns all of our issued and outstanding Class B ordinary shares. These Class B ordinary shares will constitute approximately 19.26% of our total issued and outstanding ordinary shares and 55.03% of the aggregate voting power of our total issued and outstanding ordinary shares immediately after the completion of this offering due to the disparate voting powers associated with our dual-class share structure, assuming that the underwriters do not exercise their option to purchase additional shares. See “Principal Shareholders.” As a result of the dual-class share structure and the concentration of ownership, holders of Class B ordinary shares will have considerable influence over matters such as decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay, or prevent a change in control of our Company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of the Class A ordinary shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover, or other change of control transactions that holders of Class A ordinary shares may view as beneficial.

The dual-class structure of our ordinary shares may adversely affect the trading market for the Class A ordinary shares.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies in certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class capital structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of the Class A ordinary shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the Class A ordinary shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the Class A ordinary shares.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. As a result, it may be difficult for investors to effect service of process within the U.S. upon our directors or officers, or enforce judgments obtained in U.S. courts against our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, as amended from time to time, the Companies Act (Revised) of the Cayman Islands, as may be supplemented or amended from time to time (the “Companies Act”), and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. Currently, we do not plan to rely on home country practice with respect of any corporate governance matter. However, if we choose to follow our home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and a substantial amount of our assets are located outside of the U.S. In addition, our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to seek recognition and/or enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, Mainland China, Hong Kong and Singapore, see “Enforceability of Civil Liabilities.”

There can be no assurance that we will not be a passive foreign investment company for U.S. Federal income tax purposes for any taxable year, which could subject U.S. holders of our Class A ordinary shares to significant adverse U.S. federal income tax consequences.

A non-U.S. corporation will be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such taxable year is passive income or (ii) at least 50% of the value of its assets (based on average of the quarterly values of the assets) during such year

based on a number of assumptions. The global blockchain and cryptocurrency industry may not grow at the rate projected by market data, or at all. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

We have not independently verified the data and information contained in the Frost & Sullivan Report, or any third-party publications and reports Frost & Sullivan has relied on in preparing its report. Data and information contained in such third-party publications and reports may be collected using third-party methodologies, which may differ from the data collection methods used by us. In addition, these industry publications and reports generally indicate that the information contained therein is believed to be reliable, but do not guarantee the accuracy and completeness of such information.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq listing standards that allow us to follow Cayman Islands law for certain governance matters. Certain corporate governance practices in the Cayman Islands may differ significantly from corporate governance listing standards as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. Currently, we do not intend to rely on home country practice with respect to our corporate governance after we complete this offering. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

•        the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

•        the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•        the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq Stock Market, impose various requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but not limited to:

•        future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

•        our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals;

•        current and future economic and political conditions;

•        our ability to respond to price fluctuations and rapidly changing technology;

•        our dependence on the level of demand and financial performance of the cryptocurrency industry;

•        the future acceptance and/or widespread use of, and demand for, cryptocurrencies;

•        our ability to access low-cost power;

•        our ability to procure the applicable regulatory licenses in the relevant jurisdictions in which we operate;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•        overall industry and market performance; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The global cryptocurrency industry may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A ordinary shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits:

•        political and economic stability;

•        an effective judicial system;

•        a favorable tax system;

•        the absence of exchange control or currency restrictions; and

•        the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

•        the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provide significantly less protection to investors; and

•        Cayman Islands companies may not have standing to sue before the federal courts of the United States.

As of the date of this prospectus, our subsidiaries’ mining operations are conducted in the United States, and a substantial amount of our assets are located in the United States. Since April 2023, our business of selling mining machines designed by us has also been conducted in the United States through Bgin Mining, in Hong Kong through Bgin Trading and in Singapore through Bgin SG. Many of our directors and officers, including Mr. Zhao Xiang, Mr. Pengju Wang, and Mr. Qi Shao are all nationals and residents of Mainland China, and a substantial portion of their assets are located in Mainland China. Additionally, Mr. Qiuhua Li and Mr. Qingfeng Wu, our directors and officers, while being nationals of Mainland China, are residents of Singapore and Hong Kong, respectively. Further, Mr. Boquan He and Mr. Chung Shing (Paul) Tsang, our independent directors, are residents of Hong Kong, and a substantial portion of their assets are located in Hong Kong. Mr. Nicholas Williams, our communications officer, a national of the United Kingdom, is a resident of Hong Kong, and a substantial portion of his assets are located in Hong Kong. As a result, it may be difficult or impossible for a shareholder to effect service of process within the U.S. upon us, some of our material subsidiaries, or these persons, or to bring actions or enforce against us, some of our material subsidiaries, or many of our directors and officers judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the U.S. or any state in the U.S. It may also be difficult for shareholder to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us, some of our material subsidiaries, and many of our executive officers and directors.

We have appointed Cogency Global Inc., at 122 East 42nd Street, 18th Floor, New York, NY 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the U.S.

Cayman Islands

Ogier (Cayman) LLP (“Ogier”), our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts in the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) in original actions brought in the Cayman Islands, to impose liabilities against us or our directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of

competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Hong Kong

TWSL Partners, our counsel as to Hong Kong law, has advised us that foreign judgments of U.S. courts will not be directly enforced in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the U.S. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. As a result, subject to the conditions with regard to enforcement of judgments of U.S. courts being met, including but not limited to the above, a foreign judgment of U.S. of civil liabilities predicated solely upon the federal securities laws of the U.S. or the securities laws of any state or territory within the U.S. could be enforceable in Hong Kong.

Mainland China

Commerce & Finance Law Offices, our counsel as to PRC law has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. Commerce & Finance Law Offices has advised us further that under PRC law, courts in Mainland China will not recognize or enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or social public interest. As there is no treaty or other form of reciprocity between China and the U.S. governing the recognition and enforcement of judgments as of the date of this prospectus, including those predicated upon the liability provisions of the U.S. federal securities laws, there is uncertainty whether and on what basis a Mainland China court would enforce judgments rendered by U.S. courts. In addition, because there is no treaty or other form of reciprocity between the Cayman Islands and China governing the recognition and enforcement of judgments as of the date of this prospectus, there is further uncertainty as to whether and on what basis a Mainland China court would enforce judgments rendered by a Cayman Islands court.

Singapore

Dentons Rodyk & Davidson LLP, our counsel with respect to the laws of Singapore, has advised us that no reciprocal enforcement of foreign judgment regime exists as between the U.S. and Singapore in respect of each jurisdiction’s Court judgments. They are aware that both the U.S. and Singapore are signatories to the Hague Convention on Choice of Court Agreements 2005 (“the Convention”). There is currently no clear judicial guidance from the Singapore Courts on whether they will recognize and enforce a U.S. judgment falling within the scope of the Convention based solely on the U.S. being a signatory to the Convention.

Given the above, there can be uncertainty as to whether the courts of Singapore would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the federal securities laws of U.S. or the securities laws of any U.S. state, or (ii) entertain original actions brought in Singapore against us or our directors or officers predicated upon the federal or state level securities laws of the U.S.

Dentons Rodyk & Davidson LLP has further advised us that in making a determination as to enforceability of a judgment of the courts of the U.S., and subject to the Singapore courts having jurisdiction over the judgment debtor, the Singapore courts would have regard to whether the judgment was final and conclusive on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a definite sum of money. In general, an in personam foreign judgment that is final and conclusive (that is, in general, a judgment that makes a final determination of rights between the parties and cannot be re-opened or altered by the court that delivered it, or be overridden by another body not being an appellate or supervisory body, although it may be subject to an appeal), given by a competent court of law having jurisdiction over the parties subject to such judgment, and for a fixed or ascertainable sum of money, may be enforceable as a debt in the Singapore courts under common law. However, a foreign judgment will generally not be enforced, even if it satisfies the requirements above, if it was procured by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to fundamental public policy of Singapore, or if the judgment would conflict with earlier judgment(s) from Singapore or earlier foreign judgment(s) recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws (save where any such component of the judgment can be duly severed from the rest of the judgment sought to be enforced). Civil liability provisions of the federal and state securities law of the U.S. permit the award of punitive damages against us, our subsidiaries, our directors and officers. Singapore courts would not recognize or enforce judgments against us, our subsidiaries, our directors and officers to the extent that doing so would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the U.S. under civil liability provisions of the federal securities law of the U.S. would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such a determination has yet to be conclusively made by a Singapore court in a reported decision.

CORPORATE HISTORY AND STRUCTURE

Corporate History

In March 2019, we commenced our operations in the cryptocurrency mining business through Bgin Tech Limited, our subsidiary in Hong Kong, which was co-founded by Mr. Qiuhua Li, our chairman of the board of directors, and Mr. Qingfeng Wu, our chief executive officer.

In September 2021, we decided to expand our operations to the North American market. On September 10, 2021, Bgin Infrastructure US and Bgin Management were formed in the State of Delaware, through which we conducted our mining business in the State of Nebraska.

On March 23, 2022, BGIN BLOCKCHAIN LIMITED was incorporated under the laws of the Cayman Islands as our offshore holding company.

From January 2022 to July 2022, in anticipation of the proposed initial public offering, we completed a series of reorganizational steps.

In April 2023, we started selling self-designed mining machines to customers under our “ICERIVER” brand. Such business is conducted in the U.S. through Bgin Mining, in Hong Kong through Bgin Trading and Bgin Trade HK, and in Singapore through Bgin SG.

Since September 2023, we have been providing mining pool services, which currently support five mineable cryptocurrencies. Our mining pool services are mainly conducted through Bgin HK.

Since November 2023, we have been offering miner hosting services as an elective, value-added service to customers who purchase selected models of our self-designed mining machines. Hosting services are operated in the U.S. by Bgin Management and Bgin Infrastructure US.

On November 14, 2024, we incorporated BGIN EU LIMITED in Ireland as a wholly-owned subsidiary of Bgin SG. Through Bgin EU, we intend to launch after-sales services to customers who purchased our “ICERIVER” brand mining machines.

On February 3, 2025, our board of directors passed unanimous written resolutions to approve, among other things, the February 2025 Share Subdivision, such that (i) the authorized share capital of the Company be amended from US$50,000 divided into 39,540,000 Class A ordinary shares of par value US$0.001 each and 10,460,000 Class B ordinary shares of par value US$0.001 each to US$50,000.00 divided into 395,400,000 Class A ordinary shares of par value US$0.0001 each and 104,600,000 Class B ordinary shares of par value US$0.0001 each and (ii) the issued share capital of the Company be amended from 3,954,000 Class A ordinary shares of par value US$0.001 each and 1,046,000 Class B ordinary shares of par value US$0.001 each to 39,540,000 Class A ordinary shares of par value US$0.0001 each and 10,460,000 Class B ordinary shares of par value US$0.0001 each.

Through the same set of resolutions, our board of directors approved an increase in the Company’s authorized share capital from US$50,000.00 divided into 395,400,000 Class A ordinary shares of par value US$0.0001 each and 104,600,000 Class B ordinary shares of par value US$0.0001 each to US$75,000.00 divided into 593,100,000 Class A ordinary shares of par value US$0.0001 each and 156,900,000 Class B ordinary shares of par value US$0.0001 each, and the issuance of an aggregate of 19,770,000 Class A ordinary shares and 5,230,000 Class B ordinary shares to existing shareholders of the Company on a pro rata basis.

On February 4, 2025, our shareholders, passed unanimous written resolutions, to approve the February 2025 Share Subdivision, the Share Capital Increase, and the Share Issuance, which all became effective as of the same date. See also “Description of Share Capital — History of Securities Issuances.”

On July 16, 2025, our board of directors passed unanimous written resolutions to approve, among other things, the July 2025 Share Subdivision, such that (i) the authorized share capital of the Company be amended from US$75,000.00 divided into 593,100,000 Class A ordinary shares of par value US$0.0001 each and 156,900,000 Class B ordinary shares of par value US$0.0001 each to US$75,000.00 divided into 852,581,250 Class A ordinary shares of par value US$0.0000695652173913043 each and 225,543,750 Class B ordinary shares of par value US$0.0000695652173913043 each, and (ii) the issued share capital of the Company be amended from 59,535,000 Class A ordinary shares of par value US$0.0001 each and 15,690,000 Class B ordinary shares of par value US$0.0001 each to 85,581,563 Class A ordinary shares of par value US$0.0000695652173913043 each and 22,554,375 Class B ordinary shares of par value US$0.0000695652173913043 each.

On July 16, 2025, our shareholders, passed unanimous written resolutions, to approve the July 2025 Share Subdivision, which became effective as of the same date. See also “Description of Share Capital — History of Securities Issuances.”

As of the date of this prospectus, we conduct our operations primarily through (i) our subsidiaries in Singapore, Bgin Singapore, which was incorporated in Singapore on December 27, 2021, and Bgin SG, which was incorporated in Singapore on May 27, 2024, (ii) our subsidiaries in Hong Kong, Bgin HK, which was incorporated in Hong Kong on March 18, 2019, Bgin Trading, which was incorporated in Hong Kong on December 8, 2022, Bgin Trade HK, which was incorporated in Hong Kong on August 20, 2024, and Bgin Chip, which was incorporated in Hong Kong on June 24, 2022, and (iii) our subsidiaries in the U.S., including Bgin Infrastructure US, which was incorporated in the State of Delaware on September 10, 2021, Bgin Management, which was incorporated in the State of Delaware on September 10, 2021, Bgin Mining, which was incorporated in the State of Nebraska on December 5, 2022.

Under our dual-class share structure, our shares are divided into Class A ordinary shares and Class B ordinary shares. Except for voting rights (each Class A ordinary share shall entitle the holder thereof to one vote on all matters subject to vote at general meetings while each Class B ordinary share shall entitle the holder thereof to five votes on all matters subject to vote at general meetings) and conversion rights (each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof but Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances), Class A ordinary shares and Class B ordinary shares rank pari passu with one another and have the same rights, preferences, privileges, and restrictions. Although Class B ordinary shares have super voting power, any rights attached to Class A ordinary shares can only be materially and adversely varied if (a) the shareholders holding two thirds of the issued Class A ordinary shares consent in writing to the variation; or (b) the variation is made with the sanction of a special resolution passed at a separate general meeting of the shareholders holding the issued Class A ordinary shares. Therefore, notwithstanding the fact that Decho Investment Limited, a company controlled by Mr. Qingfeng Wu, our chief executive officer, beneficially owns all of our Class B ordinary shares and has the ability to control the outcome of matters put to a shareholder vote at general meetings, they do not have the right to conclude on proposals that will materially and adversely affect the rights of Class A ordinary shares in any way without affecting the rights of Class B ordinary shares in the same way unless with the approval of the holders of all Class A ordinary shares.

Corporate Structure

The following diagram illustrates our corporate legal structure and shareholders in our corporate structure as of the date of this prospectus and upon completion of this offering, assuming no exercise of the over-allotment option.

Agreements with Affiliated Entities Controlled by Our Directors and Officers

Shenzhen Bgin is a company formed in Mainland China on January 9, 2018 and controlled by Mr. Qi Shao, our chief technology officer, who holds 70% of the equity interests in Shenzhen Bgin, and Mr. Qiuhua Li, our chairman of the board of directors, who holds 30% of the equity interests in Shenzhen Bgin. Shenzhen Bgin holds 100% of the equity interests in Zhongshan Bgin, a company formed in the PRC on March 31, 2015.

Mr. Qi Shao devoted ten to fifteen hours per week to the management and oversight of the operations of Shenzhen Bgin until September 1, 2024, when he stopped managing and overseeing Shenzhen Bgin’s operations. Conflicts of interest may arise related to Mr. Shao’s ownership in Shenzhen Bgin. See “Risk Factors — Risks Related to Our Business and Industry — Our chief technology officer, Mr. Qi Shao, owns 70% in Shenzhen Bgin. His involvement in Shenzhen Bgin could present conflicts of interest.”

Services Agreement with Shenzhen Bgin (Expired)

On December 31, 2024, Bgin SG and Shenzhen Bgin entered into a services agreement (the “December 2024 Services Agreement”), pursuant to which Shenzhen Bgin agreed to provide services to Bgin SG for the period from January 1, 2025 to June 30, 2025, including without limitation providing project requirement development services and maintenance services. Bgin SG agreed to pay Shenzhen Bgin monthly services fees of US$70,000. Bgin SG did not renew the December 2024 Services Agreement and does not intend to enter into similar agreement with Shenzhen Bgin in the future. On March 3, 2025, each of Bgin SG and Bgin Singapore entered into a services agreement with ATKE, pursuant to which ATKE agreed to provide production operation and maintenance advisory services and on-site counseling to Bgin Singapore in consideration for US$100,000 per month until August 31, 2025, and provide labor dispatch and remote support services to Bgin SG in consideration for US$190,000 per month until August 31, 2025, respectively.

Bgin HK and Shenzhen Bgin previously maintained service agreements. Bgin HK and Shenzhen Bgin entered into a service agreement on March 1, 2019 to provide Bgin HK with research and development services, administrative support, mining farm operation and maintenance services. This agreement was renewed on January 1, 2020 and then again on January 1, 2021. Bgin HK and Shenzhen Bgin entered into a revised agreement on March 31, 2022 which was substantially similar to the previous agreements except that it no longer included mining farm operation and maintenance services. This revised agreement was renewed three times on January 21, 2023, December 1, 2023, and June 28, 2024.

Technology Services Agreement with Zhongshan Bgin (Terminated)

On December 9, 2021, Bgin HK and Zhongshan Bgin entered into the 2021 Technology Services Agreement pursuant to which Zhongshan Bgin agreed to provide certain technology services to Bgin HK in consideration for RMB60,000, for the period from December 9, 2021 to December 8, 2022. On March 31, 2022, Bgin HK and Zhongshan Bgin entered into a termination agreement in which the parties agreed to the termination of the 2021 Technology Services Agreement on March 31, 2022.

The 2021 Technology Services Agreement was a renewed agreement with terms substantially similar to two technology services agreements previously entered into by and between Bgin HK and Zhongshan Bgin on January 1, 2020 and September 10, 2021, respectively. On March 8, 2022, Bgin HK and Zhongshan Bgin also entered into another technology services agreement with terms substantially similar to the 2021 Technology Services Agreement, for the period from March 8, 2022 to May 7, 2022.

Agency Agreement with Shenzhen Bgin (Expired)

On March 1, 2019, Bgin HK and Shenzhen Bgin entered into an agency agreement (the “Agency Agreement”), pursuant to which Shenzhen Bgin, on behalf of Bgin HK, purchased components for the manufacturing of mining machines from third-party suppliers in the PRC, and contracted with a third-party manufacturer to manufacture and assemble mining machines. Under the Agency Agreement, Bgin HK owned title to the component materials purchased and the mining machines manufactured and assembled by the third party manufacturer that had contracted with Shenzhen Bgin. Bgin HK reimbursed Shenzhen Bgin for the actual costs incurred under this Agency Agreement. The term of the Agency Agreement was for a period of three years. After the expiration of the Agency Agreement on February 28, 2022, Bgin HK has not entered into any renewal agreement with Shenzhen Bgin and does not intend to enter into any agreement with similar terms with Shenzhen Bgin. We intend to purchase components materials through our subsidiaries in the future.

The abovementioned agreements with Shenzhen Bgin and Zhongshan Bgin were entered into and performed on an arm’s length basis.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$30.7 million, or approximately US$35.8 million if the underwriters exercise the option to purchase additional Class A ordinary shares in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$6.00 per Class A ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the front cover page of this prospectus. A US$1.00 change in the assumed initial public offering price of US$6.00 per Class A ordinary share would, in the case of an increase, increase and, in the case of a decrease, decrease the net proceeds to us from this offering by US$5.7 million, assuming the number of Class A ordinary shares offered by us as set forth on the cover page of this prospectus remains the same, and after deducting underwriting discounts and the estimated offering expenses payable by us.

We plan to use the net proceeds we receive from this offering for the following purposes:

•        approximately 60.0%, or US$18.4 million, for the purchase and/or construction of mining farms, even though the Company has not entered into any definitive agreements or letters of intent in connection with such purchase or construction;

•        approximately 32.0%, or US$9.8 million, for the research and development of new proprietary chips to be used in cryptocurrency mining machines; and

•        approximately 8.0%, or US$2.5 million, for general corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

Pending any use described above, we plan to invest the net proceeds from this offering in demand deposits, interest-bearing debt instruments or other financial products, for cash management purposes.

DIVIDEND POLICY

On January 13, 2024, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$17,005,000, payable in USDT coins to Bgin Rig,which has been paid to Bgin Rig in full. On January 14, 2024, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$17,000,000, payable in USDT coins to the Company, which has been paid in full. On January 15, 2024, our board of directors declared a final dividend with an aggregate amount of US$5,000,000, payable in USDT coins to our shareholders of record as of December 31, 2023, to be paid on or before February 29, 2024. As of February 2024, all of the US$5,000,000 of the declared dividend had been paid. On March 12, 2024, our board of directors passed resolutions reclassifying the dividend as an interim dividend rather than a final dividend. On March 15, 2024, our shareholders unanimously passed written resolutions ratifying, approving and confirming in all respects the reclassification by the board of directors of the dividend as an interim dividend rather than a final dividend. On June 2, 2025, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$5,005,000, payable in USDT coins to Bgin Rig, which has been paid to Bgin Rig in full. On June 3, 2025, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$5,000,000, payable in USDT coins to the Company, which has been paid to the Company in full. On June 6, 2025, our board of directors recommended a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash. On June 21, 2025, our board of directors passed further resolutions updating the recommendation of June 6, 2025, to recommend that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholder entitled to payment of the said final dividend. On June 21, 2025, our board of directors passed resolutions recommending that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company, and that any such dividend declared by the shareholders of the Company be settled either in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholder entitled to payment of the said final dividend, to our shareholders of record as of December 31, 2024. On June 23, 2025, our shareholders unanimously passed written resolutions declaring a final dividend with an aggregate amount of US$5,000,000 to be paid, at the election of each relevant shareholder, in either cash or by a distribution in specie of USDT coins. As of June 30, 2025, all US$5,000,000 of the declared final dividend had been paid to the shareholders, among which US$949,000 was paid in USDT coins. For a discussion of the risks in connection with distributing USDT coins to our shareholders as dividends, see “Risk Factors — Risks Related to Our Business and Industry — If USDT were to be deemed a “security” under the Securities Act, we might have liabilities arising out of a possible violation of Section 5 of the Securities Act in connection with our distributions of dividends to shareholders in the form of USDT coins.”

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments, Cayman Islands law and our amended and restated memorandum and articles of association, as amended from time to time. We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders. Our board of directors has complete discretion on the declaration and payment of interim dividends and may recommend final dividends for the approval of the shareholders, subject to applicable laws and our amended and restated memorandum and articles of association, as amended from time to time, if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend either out of profit or from the share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends or if our shareholders by ordinary resolution declare a dividend recommended by the board of directors, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2024 presented:

•        on an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of the Class A ordinary shares by us in this offering at the assumed initial public offering price of US$6.00 per Class A ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the underwriters and the estimated offering expenses payable by us and assuming no exercise of the underwriters’ over-allotment option.

You should read this table in conjunction with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus:

____________

Source: Federal Reserve Statistical Release

(1)      The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital, total shareholders’ equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing.

(2)      Reflects the sale of ordinary shares in this offering at an assumed initial public offering price of US$6.00 per share, and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately US$30.7 million.

A US$1.00 increase (decrease) in the assumed initial public offering price of US$6.00 per Class A ordinary share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by US$5.7 million, assuming the number of Class A ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us.

DILUTION

If you invest in our Class A ordinary shares, your interest will be diluted for each Class A ordinary share you purchase to the extent of the difference between the initial public offering price per Class A ordinary share and our net tangible book value per ordinary share after this offering. Dilution results from the fact that the initial public offering price per Class A ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December 31, 2024 was US$160.9 million, or US$1.49 per ordinary share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per ordinary share (as adjusted for the offering) from the initial public offering price per Class A ordinary share and after deducting the estimated discounts to the underwriters and the estimated offering expenses payable by us.

After giving effect to our sale of 6,000,000 Class A ordinary shares offered in this offering based on the assumed initial public offering price of US$6.00 per Class A ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated discounts to the underwriters and the estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2024 would have been US$191.6 million, or US$1.68 per outstanding ordinary share. This represents an immediate increase in net tangible book value of US$0.19 per ordinary share to the existing shareholders, and an immediate dilution in net tangible book value of US$4.32 per Class A ordinary share to investors purchasing Class A ordinary shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per ordinary share after the offering would be US$1.71, the increase in net tangible book value per ordinary share to existing shareholders would be US$0.22, and the immediate dilution in net tangible book value per Class A ordinary share to new investors in this offering would be US$4.29.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2024, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per ordinary share and per Class A ordinary share paid before deducting underwriting discounts and estimated offering expenses payable by us.

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the Class A ordinary shares and other terms of this offering determined at pricing.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We commenced our operations in 2019 and initially principally engaged in the business of cryptocurrency mining. During the year ended December 31, 2023, we started to generate revenue from selling mining machines designed by us and from our hosting services.

Our revenue for the year ended December 31, 2024 was US$302.3 million, an increase of 17.5% as compared to the revenue of US$257.3 million for the year ended December 31, 2023. The increase was primarily due to the increases in our mining revenue and mining pool revenue which were partially offset by a decline in machine sales revenue. See “— Results of Operations” for details.

Our net income for the year ended December 31, 2024 was US$66.1 million, a decrease of US$73.7 million as compared to net income of US$139.8 million for the year ended December 31, 2023. The decrease in net income was primarily due to the significant increase in our cost of revenue. See “— Results of Operations” for details.

Key Factors Affecting Our Results of Operations

Our business and results of operations are affected by general factors affecting the global cryptocurrency mining industry, which include, among other things:

•        global inflation on the prices of mining equipment and materials;

•        changes in global regulatory environments regarding uses of cryptocurrencies; and

•        volatility in the market price of cryptocurrencies.

Global inflation

Global inflation has been impacting the economy of the world. Inflation has not had an adverse impact on our business and operations for the years ended December 31, 2024 and 2023 as the costs we incurred for acquiring machine components were not materially impacted by inflation. Additionally, since the Company generates a relatively high gross profit margin from selling mining machines, we do not expect any increases in machine components and chip prices to significantly impact the Company’s overall profitability.

Regulatory environments regarding cryptocurrencies

Our business is subject to governmental supervision and regulation by U.S. government authorities and authorities of such other jurisdictions in which we operate our businesses. In addition, governmental authorities are likely to continue to issue new laws, rules and regulations governing the cryptocurrency industry we operate in and enhance enforcement of existing laws, rules and regulations. Cryptocurrencies have in the past been, and may in the future be, used by market participants for utilized for money laundering and other illegal transactions and governments around the world are focused on developing and strengthening applicable laws to combat these illegal activities. Concurrently, some national governments and regulatory authorities are exploring legal frameworks to facilitate cryptocurrency transactions. Changes in regulatory environments have had, and will likely continue to have, significant influence on our business operations and associated financial results.

Cryptocurrency mining employs sophisticated high energy-consuming computing devices, future developments in the regulation of energy consumption, including possible restrictions on energy usage in jurisdictions where our subsidiaries conduct mining activities, may affect our business operations.

The regulatory and legal framework of different jurisdictions can significantly impact the manner in which we conduct our operations. In October 2022, our mining operations were relocated to the U.S. where the regulatory environment is relatively more hospitable than the PRC subsequent to changes in various applicable PRC laws. See Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China.” Historically, the different regulatory environments have not had a significant impact to the type of crypto assets we determine to mine but future regulations could influence our decision making. At present, our primary consideration with respect to the cryptocurrencies we determine to mine is the overall rate of return of the different crypto assets. We have however experienced that operating in different regulatory environments impacts our operating results. We expect our costs for electricity, which is the primary cost of the crypto asset mining business, to decrease in the long run as a result of the relocation of our business from China to the U.S. For the years ended December 31, 2024 and 2023, we incurred electricity costs of US$17.8 million and US$4.10 million, respectively.

Volatility in market price of cryptocurrencies

As a relatively new product and technology, cryptocurrencies have only in recent years been accepted as a means of payment for goods and services by selected industries, and the use of cryptocurrencies is not anchored by any reserve currency or precious metal and is not backed by any government or commercial enterprise, the long-term value of cryptocurrencies is uncertain, which may further increase the volatility in cryptocurrency prices. Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions, process wire transfers to or from cryptocurrency exchanges, or maintain accounts for persons or entities transacting in cryptocurrencies. Meanwhile, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short- or long-term holding of cryptocurrencies. The prices of cryptocurrencies can be influenced by a number of factors, including (i) their attractiveness to investors and possibility of being accepted by a wider population, which may be affected by media exposure, production costs, price volatility and regulatory pressure, (ii) an evolving and uncertain regulatory environment, and (iii) the development of blockchain technology. Several other factors can also contribute to changes in crypto price and volatility, including market sentiment, macroeconomic factors, and idiosyncratic events such as exchange outages or social media. For instance, recent industry-wide developments, including the downfall and Chapter 11 bankruptcy filings of crypto exchange FTX, crypto hedge funds Three Arrows and Genesis, and several crypto miners, have led to volatilities and drops in crypto asset prices. Any significant crypto asset market developments may continue to cause price drop and volatility, thereby impacting our business operations, financial position, and results of operations.

We have adopted measures to minimize the risks associated with the fluctuation in the market prices of cryptocurrencies. For example, we utilize our proprietary cloud-based mining machine management software to monitor the amount and fluctuation of the market price of cryptocurrencies mined on a daily basis and, on an as-needed basis, adjust the ratio of cryptocurrencies to be mined.

Prices of cryptocurrencies are volatile in nature. The following table shows the historic prices and price volatility of the specific alternative crypto assets we mine for the periods presented in this prospectus:

____________

(1)      Historic prices and price volatility information derived from Kucoin.com.

(2)      Historic prices and price volatility information of KAS derived from MEXC, the principal markets for this cryptocurrency.

(3)      Historic prices and price volatility information of IRON derived from Gateio, the principal markets for this cryptocurrency.

(4)      Historic prices and price volatility information of RXD derived from Coinex, the principal markets for this cryptocurrency.

(5)      Historic prices and price volatility information derived from MEXC, the principal markets for these cryptocurrency.

(6)      Historic prices and price volatility information derived from XEGGEX, the principal market for these cryptocurrencies.

We adjust our mining strategy primarily based on the overall rate of return. The rate of return for mining a particular type of cryptocurrency typically depends upon a few crucial factors, including its trading price, mining difficulty, and the hash rate it takes to mine a unit of such cryptocurrency. An increase in a cryptocurrency’s trading price attracts more miners and leads to an increase in mining difficulty of such cryptocurrency. As the cryptocurrency market is volatile in nature, we monitor the trading prices of alternative cryptocurrencies on a constant basis, and adjust the mining ratios of different types of cryptocurrencies on a daily basis to maximize the overall rate of return.

Results of Operations

Years ended December 31, 2024 and 2023

The following table presents an overview of our results of operations for the years ended December 31, 2024 and 2023:

Comparison of the Fiscal Years Ended December 31, 2024 and December 31, 2023

Revenue, costs of sales and gross profit margin

The following table sets forth the revenue, costs of sales and gross profit margin of the Company:

Mining revenue

Revenue consists of the mining of various types of cryptocurrencies. Our revenue from mining increased by US$32.0 million, or 246.38%, due to the increase in revenue generated from the mining of some cryptocurrencies, mainly KAS and ALPH, as our subsidiaries deployed more mining machines. For details, see the table below titled “Key Performance Indicators by Cryptocurrency.” As of December 31, 2024, our subsidiaries owned a total of 46,989 mining machines, of which 37,864 were in operation, and 9,125 mining machines, including 2,412 units in transit to the U.S., were idle and not operating. The following table shows revenue/value of cryptocurrencies mined, electricity costs, depreciation and other costs, and margin of the different cryptocurrencies mined in the fiscal years ended December 31, 2024 and 2023:

As shown on the table above, our revenues for KAS and ALPH significantly increased, as we increased the mining activities of these cryptocurrencies. For details, see the table below titled “Key Performance Indicators by Cryptocurrency.”

Our overall gross profit margin decreased from 35% for the year ended December 31, 2023 to 34% for the year ended December 31, 2024, mainly because: (i) the prices of cryptocurrencies fluctuated and the availability of cryptocurrencies of high price continued decreasing in the market; and (ii) the cost of mining cryptocurrencies continued increasing due to the increased competition in the industry. For the year ended December 31, 2024, we

deployed an average of 13,241 mining machines and generated $45.0 million in revenue compared to the year ended December 31, 2023, where we deployed an average of 4,272 mining machines and generated $13.0 million in revenue; and (iii) the gross margin of KAS, the largest cryptocurrency in revenue that we mined in the fiscal year 2024, was lower than that of fiscal year 2023. For details, please refer to the table immediately below.

Our revenue is also driven by the following key performance indicators generally relevant to the cryptocurrency mining industry:

Key Performance Indicators by Cryptocurrency

____________

(1)      Average hash rate and difficulty not disclosed as revenue generated by mining these cryptocurrencies was immaterial in the fiscal year ended December 31, 2024.

As illustrated by the table above, for all the cryptocurrencies, except IRON, with information available and the cryptocurrencies we mined in both fiscal 2024 and 2023, there were significant increases in the relevant key indicators, including average price in U.S. dollars and our average hash rate. The higher the average price, the higher the revenue we were able to generate. Hash rate is directly proportional to the profitability of a miner. The higher our average hash rate as a miner, the higher probability for us to mine a block and receive the cryptocurrency reward. Network difficulty represents how hard and time-consuming it is to find a suitable hash for each block on the blockchain. Network difficulty increases when total mining hash rate competition increases in an effort to keep the time to process a block relatively constant. When network difficulty increases, it also makes the blockchain network more expensive to mine. As a result, miner revenue will generally increase, reflecting a decreased overall margin and decreased difficulty and competition among miners in processing a block in the blockchain.

The average price of KAS, the cryptocurrency representing the highest aggregate value we mined among all cryptocurrencies mined in 2024, was $0.1440, which was significantly higher than the average prices of $0.0165 that we mined in 2023.

Cost of mining revenue

Cost of mining revenue consist primarily of the following expenses:

Our cost of revenue significantly increased by US$21.3 million, due to the combined effects of: i) an increase of US$6.8 million in depreciation since we deployed more mining machines in 2024, and ii) an increase of US$0.8 million in other costs. Other costs primarily related to logistics, duties, rental costs and labor. The increase in other costs was due to the higher operating costs as more mining machines were deployed in 2024 for mining. Our utility expenses increased significantly by US$13.7 million in 2024 compared to 2023, which was consistent with the higher average number of mining machines we employed in 2024, being 13,241 units (2023: 4,272 units).

The following table details the breakeven point for each of the material cryptocurrency assets we mined on a per unit basis:

i.       Revenue/unit represents the total revenue generated from the cryptocurrency divided by the total quantity of that particular cryptocurrency mined during the fiscal year. During the fiscal years of 2024 and 2023, the range of value for each cryptocurrency calculated on a monthly basis was as follows, respectively:

•        NIM: Fiscal 2024, $0.0011/unit to $0.0018/unit (Fiscal 2023: $0.0008/unit to $0.0018/unit)

•        KAS: Fiscal 2024, $0.1077/unit to $0.1799/unit (Fiscal 2023: $0.0055/unit to $0.1695/unit)

•        IRON: Fiscal 2024, $0.4084/unit to $7.8020/unit (Fiscal 2023: $0.6317/unit to $8.7944/unit)

•        RXD: Fiscal 2024, $0.0000/unit to $0.0021/unit (Fiscal 2023: N/A)

•        KLS: Fiscal 2024, $0.0016/unit to $0.0234/unit (Fiscal 2023: N/A)

•        ALPH: Fiscal 2024, $1.1962/unit to $2.8059/unit (Fiscal 2023: N/A)

ii.      Electricity/unit represents the total electricity costs incurred mining the cryptocurrency divided by the total quantity of that particular cryptocurrency mined during the fiscal year. During the fiscal years of 2024 and 2023, the range of costs for each cryptocurrency calculated on a monthly basis was as follows, respectively:

•        NIM: Fiscal 2024, $0.0002/unit to $0.0009/unit (Fiscal 2023: $0.0001/unit to $0.0008/unit)

•        KAS: Fiscal 2024, $0.0182/unit to $0.0852/unit (Fiscal 2023: $0.0023/unit to $0.0789/unit)

•        IRON: Fiscal 2024, $0.1151/unit to $2.7914/unit (Fiscal 2023: $0.0906/unit to $1.7232/unit)

•        RXD: Fiscal 2024, $0.0000/unit to $0.0007/unit (Fiscal 2023: N/A)

•        KLS: Fiscal 2024, $0.0005/unit to $0.0056/unit (Fiscal 2023: N/A)

•        ALPH: Fiscal 2024, $0.3295/unit to $0.7996/unit (Fiscal 2023: N/A)

iv.      Other costs in 2024 and 2023 primarily related to logistics, duties, rental costs and labor.

Sales of mining machines

Revenues from the sales of mining machines represented 63.6% of the Company’s total revenues for the year ended December 31, 2024. Costs of sales of mining machines are primarily related to machine components we procure directly.

Revenue from sales of mining machines decreased by $27.6 million in 2024 compared to 2023, primarily due to the decline in the average per unit selling price of KAS mining machines, driven by increased competition in the market.

Cost of sales significantly increased by $56.3 million in 2024 compared to 2023, primarily due to: i) a write off of obsolete mining machines and machine components totaling $24.1 million in 2024; ii) an inventory provision of $12.6 million, recognized based on a net realizable value assessment following the decline in KAS prices; and iii) the remaining increase attributable to the higher volume of machines sold in 2024 (102,849 units) compared to 2023 (67,998 units).

As a result, gross margin decreased from 88% in 2023 to 58% in 2024.

Hosting revenue

Hosting revenue accounted for a small portion of the Company’s total revenue. The higher revenue in 2024 was primarily due to the business only being launched in second half of 2023, during which period hosting activities remained limited.

As hosting revenue increased significantly in 2024, the associated cost of services also increased accordingly.

The increase in gross margin in 2024 reflects the maturation of the business. In contrast, the gross margin in 2023 was not representative of the economic potential of this line of business, as operations were still in the early ramp-up phase.

Mining Pool Revenue

Revenues from operating our mining pools represented 19.5% of the Company total revenues for the year ended December 31, 2024. Costs of mining pool revenue primarily related to consideration, including the allocated block rewards and transaction fees, paid to mining pool participants.

The increase in mining pool revenue in 2024 was primarily due to the business being launched in the second half of 2023. As a result, revenue in 2023 reflected only a partial year of operations.

As mining pool revenue increased significantly in 2024, the associated cost of services also increased accordingly.

Gross margin in 2024 remained consistent with 2023, reflecting the typical earnings percentage the Company expects to generate from this line of business.