M&A - Bitfarms Ltd

Form Type: S-8

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000101376225000733

Filing Summary: Bitfarms Ltd. is filing a Registration Statement on Form S-8 to register up to 3,892,853 common shares related to the Stronghold Digital Mining, Inc. Omnibus Incentive Plan. The registration follows the merger of Stronghold Digital Mining, Inc. with Backbone Mining Solutions LLC, a wholly-owned subsidiary of Bitfarms. The merger agreement allows for Stronghold to become an indirect subsidiary of Bitfarms, after which Bitfarms will assume certain equity awards under the Stronghold Plan, including 1,890,302 shares allocated for restricted stock units and options, as well as an unused share reserve of 2,002,551 shares to be available for future awards. The document includes references to various disclosures incorporated by reference, such as the annual report for fiscal year 2023 and previous registration statements. There are also sections detailing indemnification provisions for directors and officers, and information regarding the registration of securities under the Securities Act.

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Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025020733

Filing Summary: Bitfarms Ltd. has filed a Form 425 to report on its acquisition of Stronghold Digital Mining, Inc. The acquisition, which follows a successful shareholder vote at Stronghold where shareholders overwhelmingly supported the transaction, is on track for closure in Q1 2025. This strategic move, along with the planned sale of Bitfarms' Yguazu site, is intended to enhance Bitfarms' energy portfolio and position it as a prominent player in North American energy and compute infrastructure for Bitcoin mining. The report also notes that Bitfarms has appointed Craig Hibbard as Senior Vice President of Infrastructure to aid in the management of this expansion. Bitfarms reported a growth in its operational hashrate to 16.1 EH/s, with a significant increase in Bitcoin earned during February 2025. Additionally, financial details included selling 75 of the 213 BTC earned for total proceeds of $6.5 million, bringing their treasury to 1,260 BTC valued at approximately $105.8 million at current Bitcoin prices. The document discusses various upcoming conferences and Bitfarms’ commitment to sustainable energy sources for its operations, thereby improving overall efficiency and market positioning.

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Form Type: 425

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025007622

Filing Summary: Bitfarms Ltd. announced a binding Letter of Intent (LOI) to sell its 200 MW Bitcoin mining site located in Yguazu, Paraguay to HIVE Digital Technologies, Ltd. for approximately $85 million. The transaction is expected to close in the first quarter of 2025, aiding Bitfarms' strategic move to streamline operations and rebalance its portfolio with a focus on North America. In this process, Bitfarms plans to reinvest the proceeds from the sale into growth opportunities in the U.S., particularly for BTC and HPC/AI infrastructure. The terms of the sale include $25 million upon closing, $31 million over six months after closing, a reimbursement of $19 million for power deposits, and approximately $10 million in remaining capital obligations. This acquisition is projected to significantly reduce Bitfarms’ anticipated capital requirements for 2025, rebalancing its energy portfolio to approximately 80% North American and 20% international, while decreasing expected average power costs by around 10%. The move signals a strategic shift towards consolidating North American assets and enhancing operational efficiencies within the company's structure.

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Form Type: CORRESP

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000121390025004775

Filing Summary: Bitfarms Ltd. submitted responses to comments from the SEC regarding Amendment No. 1 to their Registration Statement on Form F-4 filed on December 20, 2024. The letter addressed specific comments from the SEC staff, including a summary of the preemptive rights provision, standstill provision, and terms of the Settlement Agreement related to the merger. Additionally, there was a reconciliation of previously stated non-recurring expenses expected to be incurred during the merger process, which were detailed as approximately $18.0 million, versus a revised estimate of $9 million in transaction fees and costs. The firm responsible for the correspondence is Skadden, Arps, Slate, Meagher & Flom LLP.

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Form Type: F-4/A

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000121390025004774

Filing Summary: Bitfarms Ltd. has filed an updated registration statement regarding its planned merger with Stronghold Digital Mining, Inc. This merger is proposed to be a stock-for-stock transaction wherein Stronghold will become an indirect, wholly-owned subsidiary of Bitfarms. Shareholders of Stronghold are to receive 2.520 common shares of Bitfarms for each share of Stronghold Class A common stock they own. This exchange ratio remains fixed regardless of market price changes of either company’s shares prior to the completion of the merger. The merger cannot proceed without the approval of Stronghold stockholders, which is being sought in a special meeting. Nearly 16.4% of Stronghold stockholders have committed to vote in favor of the merger. Stronghold’s board recommends that its stockholders vote for the merger. The merger proposal and details regarding the financial rationale, risks involved, and procedural aspects of this transaction are thoroughly articulated in this statement, which serves as a proxy statement and prospectus. The document emphasizes the importance of shareholder voting for the successful completion of the merger.

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Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025000453

Filing Summary: Bitfarms Ltd provided an operational update for December 2024, revealing a significant increase in hashrate by 97% year-over-year (Y/Y) to 12.8 EH/s and an efficiency improvement by 40% Y/Y to 21 watts per terahash. The company earned 2,914 BTC in total for the full year 2024, up from previous years. Operational capacity expanded by 35% Y/Y to 324 MW. Importantly, Bitfarms is on track to acquire Stronghold Digital Mining, expecting to close the acquisition in Q1 2025. This acquisition is noted as the largest transaction between two public companies in the Bitcoin mining sector, aimed at enhancing the company's presence in the U.S. energy market and diversifying its energy portfolio by leveraging identified growth opportunities for high performance computing and artificial intelligence (HPC/AI). CEO Ben Gagnon emphasized that 2024 was a transformative year with multiple initiatives completed, including the upgrade of data centers and restructuring of management. The company's financial position remains robust, highlighted by a liquidity of over $145 million at the end of December 2024. The document serves as a designated news release for a prospectus supplement related to the acquisition arrangement.

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Form Type: F-4/A

Filing Date: 2024-12-20

Corporate Action: Merger

Type: Update

Accession Number: 000121390024110699

Filing Summary: This document outlines the merger proposal between Bitfarms Ltd. and Stronghold Digital Mining, Inc. Bitfarms will acquire Stronghold through a stock-for-stock merger, with an agreed exchange ratio of 2.520 Bitfarms common shares for each share of Stronghold Class A common stock. This exchange is fixed and will not be adjusted based on stock price changes before the merger's completion. The document specifies that the merger will not finalize without approval from Stronghold's stockholders during a special meeting, which emphasizes the significance of the stockholders' vote. The completion timing is linked to the merger agreement's approval, with financial valuations provided based on Bitfarms' stock performance prior to the merger announcement.

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Form Type: CORRESP

Filing Date: 2024-12-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390024110702

Filing Summary: On December 19, 2024, Bitfarms Ltd. filed a response to comments from the SEC regarding its Registration Statement on Form F-4 filed on October 15, 2024, linked to its merger with Stronghold. The Company acknowledged that the SEC will not declare the registration statement effective until outstanding comments are resolved, specifically addressing Bitfarms' Form 40-F for the fiscal year ended December 31, 2023. The letter outlines revisions made in response to SEC comments, including the conditions for the merger agreement and regulatory approval prerequisites under the HSR Act. The Company also provided updates about the merger, which included details about the merger agreement's conditions, termination fees, and updates regarding negotiations with Riot concerning shareholder matters. It noted discussions about governance changes potentially influencing the Bitfarms board composition post-merger. Additionally, they revised disclosures regarding transaction costs associated with the merger and the proposed exchange ratios from previous agreements. The Company emphasized ongoing cooperation with Stronghold to determine the need for any pre-merger filings.

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