- The Transaction includes a $70
million fully committed PIPE financing at $10.00/share, led by Bitmain Technologies Holding
Company ("Bitmain"), a world-leading cryptocurrency mining hardware
manufacturer, and Antpool Technologies Holding Company ("Antpool"),
a world-leading Bitcoin mining pool.
- BitFuFu was founded in 2020 with early investment from
Bitmain and core founding team members from Bitmain.
- BitFuFu forecasts FY 2022 revenue of approximately
$330 million¹, representing a 230%
YoY growth over its anticipated FY 2021 revenue of
approximately $100 million². The Company forecasts its
non-GAAP adjusted FY 2022 EBITDA to be approximately
$100 million¹.
- BitFuFu expects to increase its cloud platform's managed
hashrate to a total of 10.0 EH/s by the end of 2022 (4.5 EH/s
self-owned and 5.5 EH/s from third parties). Its total managed
hashrate was 3.0 EH/s at the end of 2021 (100% from third
parties).
- BitFuFu has been the only cloud-mining strategic partner of
Bitmain to date and is an S-level client of Bitmain. BitFuFu has
executed a strategic partnership agreement with Bitmain and entered
into a 10-year mining hosting agreement with Bitmain globally
including the United
States.
- The merger between BitFuFu and Arisz Acquisition represents
a pro forma enterprise value of approximately $1.5 billion³, or 4.6x 2022 projected revenue and
3.3x projected December 2022
annualized recurring revenue¹. The combined company is expected to
be renamed BitFuFu Inc. and become publicly listed in 3Q 2022 on
Nasdaq under the ticker FUFU.
NEW YORK and SINGAPORE, Jan. 25,
2022 /PRNewswire/ -- Finfront Holding Company, a
fast-growing digital asset mining service and world-leading
cloud-mining service provider ("BitFuFu" or the
"Company"), and Arisz Acquisition Corp.
(Nasdaq: ARIZ), a publicly-traded special purpose
acquisition company("ARIZ"), today announced that
they have entered into a definitive business combination agreement
that will result in BitFuFu becoming a publicly listed company on
NASDAQ under an anticipated ticker symbol "FUFU". The
transaction values the Company at a pro forma enterprise value of
approximately $1.5 billion.
BitFuFu Overview
BitFuFu is a fast-growing company in the crypto-mining industry
and is dedicated to fostering a secure, compliant, and transparent
blockchain infrastructure by providing a variety of stable and
intelligent hashrate service solutions. BitFuFu offers a one-stop
mining solution for miners of all sizes from institutional
customers to individual digital asset enthusiasts. It manages
mining machines and mines on behalf of its users, allowing users
the option of viewing and managing their rigs conveniently in
real-time.
BitFuFu's innovative technologies are one of the key drivers for
ensuring its leadership position in the industry. Its proprietary
Aladdin system handles ultra-large scale hashrate management and
dispatching. The system has the maximum capacity to simultaneously
connect millions of miners and provide services that resolve
critical mining problems arising from scalability, efficiency,
authenticity, and securing hash power.
The Company had a hosting capacity of 140 MW at the end of 2021
across its global mining facilities network and strategic
partnership with Bitmain.
BitFuFu received early investment from Bitmain, a world-leading
cryptocurrency mining hardware manufacturer. The Company has been
the only cloud-mining strategic partner of Bitmain to date and has
executed a 10-year mining hosting contract with Bitmain, offering
it competitive advantages such as preferential access to mining
sites, miners, new markets, and improved operational
efficiencies.
Transaction Overview
The Transaction values the combined company at an implied fully
diluted pro forma enterprise value of approximately $1.5 billion3, representing a 4.6x
2022 projected revenue of approximately $330
million1, and 3.3x projected December 2022 annualized recurring revenue of
approximately $465
million1.
The Transaction is expected to provide more than $129 million in net cash proceeds to BitFuFu at
closing, after transaction expenses and assuming no redemptions of
shares by ARIZ's existing public stockholders. Existing BitFuFu
stockholders are retaining 100% of their equity in the combined
company. The proceeds from the Transaction are expected to fund
mining equipment purchases and infrastructure build-out as the
Company expands its leadership position in the industry.
The BitFuFu and ARIZ Boards of Directors have unanimously
approved the proposed merger, which is expected to be completed in
the third quarter of 2022, subject to, among other things,
regulatory approval, the approval by BitFuFu's and ARIZ's
stockholders of the proposed merger and satisfaction or waiver of
other customary closing conditions.
BitFuFu's management team, led by its founder Leo Lu, will continue to run the Company after
the transaction.
Key Partner Remarks
Clark Du, President of Bitmain
Mining Division commented, "Leo and his team have made
remarkable contributions to Bitmain and I have strong faith in his
ability to lead BitFuFu to the next level. BitFuFu is the
only cloud-mining strategic partner of Bitmain to date, and I look
forward to further strengthening our business partnership with
BitFuFu in the foreseeable future. I would like to congratulate Mr.
Lu and his team for achieving today's milestone."
Lei Lv, Autorized Representative of Antpool commented,
"Participating in the PIPE financing is more than just an
investment for us. BitFuFu has been a critical and long-standing
strategic partner to Antpool in the global digital asset mining
industry, and we have clear synergies to continue creating value.
In the future, we will expand upon our various user acquisition and
marketing collaborations to continue driving the rapid growth of
our platforms."
Management Remarks
Leo Lu, Founder, and CEO of
BitFufu said, "Entering this transaction now is the most
optimal and strategic timing for enduring our rapid growth
trajectory and increasing our global footprint in the crypto-mining
industry. We are the one-stop hashrate solution provider for miners
of all sizes, providing a variety of innovative technologies,
service solutions, and a global mining network to efficiently mine
digital assets. Our highly diversified business model that will
include cloud-mining, self-mining, and miner hosting will allow us
to effectively manage market volatility and hedge against
unforeseen regulatory changes. This milestone of becoming a
publicly-traded company through our merger with ARIZ will further
drive improvements to our corporate governance, increase
transparency, and attract new talent to help us achieve our vision
of becoming the top digital asset mining company."
Echo Hindle-Yang, Chairwoman
and CEO of Arisz Acquisition Corp. commented, "We are thrilled
to enter into the merger agreement with BitFuFu. What Leo and
BitFuFu team have been achieved to date attests to the management
team's excellent execution, industry expertise and the strong
partnership with Bitmain. Our team at ARIZ strongly believes that
BitFuFu's strategy of streamlining the up and downstream industry
resources provides them with a true competitive advantage and will
allow them to continue replicating their successes. From now until
the closing of the transaction, helping the company prepare and
transition to the public markets is our focus, so we can work
together and drive long-term value to all of the shareholders."
Advisors
Chardan is acting as M&A and Capital Markets advisor to
ARIZ.
Wilson Sonsini Goodrich &
Rosati and Harney Westwood &
Riegels are acting as legal counsels to Finfront Holding Company.
Loeb & Loeb LLP is acting as a legal counsel to ARIZ.
About BitFuFu
BitFuFu is a fast-growing digital asset mining service and
world-leading cloud-mining service provider. BitFuFu has been
invested by, and is the only cloud-mining strategic partner of
Bitmain to date, a world-leading cryptocurrency mining hardware
manufacturer.
BitFuFu is dedicated to fostering a secure, compliant, and
transparent blockchain infrastructure, providing a variety of
stable and intelligent hashrate service solutions to a global
customer base. Leveraging its expanding global mining
facility network and strategic partnership with Bitmain, BitFuFu
enables institutional customers and digital asset enthusiasts to
mine digital assets efficiently. With a robust business model
covering cloud-mining, miner hosting, and self-mining, BitFuFu is
well-positioned to weather market volatility and facilitate the
vertical integration of global digital asset mining industry.
About Arisz Acquisition Corp.
ARIZ is a blank check company formed for the purpose of
effecting a merger, stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. ARIZ completed its IPO on November 22, 2021 and intends to use the proceeds
of the offering to fund such business combination.
Important Information about the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, Arisz (or
a subsidiary of Arisz) intends to file with the U.S. Securities and
Exchange Commission (the "SEC") a Registration Statement on Form
S-4 or Form F-4, which will include and also serve as a proxy
statement (the "Registration Statement") that will be distributed
to holders of Arisz common stock in connection with Arisz's
solicitation of proxies for the vote by Arisz's stockholders with
respect to the Proposed Business Combination and other matters as
described in the Registration Statement. Arisz will mail a
definitive proxy statement (the "Proxy Statement"), when available,
to its shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ARISZ, THE COMPANY AND THE PROPOSED
BUSINESS COMBINATION. Investors and security holders may
obtain free copies of the Registration Statement and prospectus
(when available) and all other documents filed with the SEC by
Arisz through the website maintained by the SEC at
http://www.sec.gov, or by directing a request to Arisz at 199 Water
St, 31st Floor, New York, NY
10038. The information contained on, or that may be accessed
through, the website referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. Statements that are not
historical facts, including statements about the pending
transactions described herein, and the parties' perspectives and
expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the proposed
transaction, including the anticipated initial enterprise value and
post-closing equity value, the benefits of the proposed
transaction, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company, and the
expected timing of the transactions. The words "expect," "believe,"
"estimate," "intend," "plan" and similar expressions indicate
forward-looking statements. These forward-looking statements are
not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about
general economic, market, industry and operational factors), known
or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to:
(i) risks related to the expected timing and likelihood of
completion of the pending business combination, including the risk
that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such
as regulatory approvals not being obtained, on a timely basis or
otherwise, or that a governmental entity prohibited, delayed or
refused to grant approval for the consummation of the transaction
or required certain conditions, limitations or restrictions in
connection with such approvals; (ii) risks related to the ability
of Arisz and the Company to successfully integrate the businesses;
(iii) the occurrence of any event, change or other circumstances
that could give rise to the termination of the applicable
transaction agreements; (iv) the risk that there may be a material
adverse change with respect to the financial position, performance,
operations or prospects of the Company or Arisz; (v) risks related
to disruption of management time from ongoing business operations
due to the proposed transaction; (vi) the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of Arisz's securities; (vii)
the risk that the proposed transaction and its announcement could
have an adverse effect on the ability of the Company to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their
operating results and businesses generally; (viii) risks associated
with the financing of the proposed transaction; (ix): risks
relating to the digital assets and blockchain sectors, including
the price volatility of digital assets, limited availability of
power resources, changes in the reward structure for solving
digital assets, evolving legal and regulatory environment, security
attacks and breaches, and changes in the economic, geopolitical and
natural conditions; and (x) risks relating to the combined
company's ability to enhance its services and products, execute its
business strategy, expand its customer base and maintain stable
relationship with its business partners.
A further list and description of risks and uncertainties can be
found in the Prospectus dated November 17,
2021 relating Arisz's initial public offering and in the
Registration Statement and proxy statement that will be filed with
the SEC by Arisz and/or its subsidiary in connection with the
proposed transactions, and other documents that the parties may
file or furnish with the SEC, which you are encouraged to read.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made,
and Arisz, the Company and their subsidiaries undertake no
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made except as required
by law or applicable regulation.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transactions described above and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Arisz or the Company, nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Participants in the Solicitation
Arisz and the Company, and certain shareholders of Arisz, and
their respective directors, executive officers and employees and
other persons may be deemed to be participants in the solicitation
of proxies from the holders of Arisz common stock in respect of the
proposed transaction. Information about Arisz's directors and
executive officers and their ownership of Arisz common stock is set
forth in the Prospectus dated November 17,
2021 and filed with the SEC as modified or supplemented by
any Form 3 or Form 4 filed with the SEC since the date of that
filing. Other information regarding the interests of the
participants in the proxy solicitation will be included in the
Registration Statement/proxy statement pertaining to the proposed
transaction when it becomes available. These documents can be
obtained free of charge from the sources indicated above.
BitFuFu and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Arisz in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the Registration
Statement/proxy statement pertaining to the proposed transaction
when it becomes available for the proposed business
combination.
Notes:
1 Assuming an average Bitcoin price at $45,000 during 2022, based on a 30-day average of
the close price of BTC (UTC time) of $45,216.4, ending in 1 day prior to the date of
the definitive merger agreement. BTC price data is obtained from
the latest data available in UTC time on yahoo finance.
2 Unaudited; based on BitFuFu's management estimates.
3 Assuming no redemptions of shares by ARIZ's existing public
stockholders.
For investor and media inquiries, please contact:
BitFuFu
BitFuFu Investor Relations
ir@bitfufu.com
Arisz Acquisition Corp.
Arisz Investor Relations
ir@ariszacquisition.com
Christensen Advisory
Bitfufu@christensenir.com