M&A: Bitfarms Ltd

Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025000453

Comments: 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

Comments: 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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