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‘Qualified IPO’

#1
Late last year, it was reported that Bitmain filed an IPO application in the U.S., months after its first attempt to list in the Hong Kong Stock Exchange fell through. 
The continued effort to go public is unsurprising, given that Bitmain’s AoA contains what’s called Redemption Rights for external shareholders. 
The Redemption Rights stated that external investors in the Series A, B and B+ rounds have the right to require Bitmain to “redeem or repurchase all or any part of the Preferred Shares” upon either one of two events.
The first is that a “Qualified IPO” doesn’t occur within five years after the issuance of the B+ Preferred shares, which was around August 2018. 
The AoA further defines a “Qualified IPO” as one that, in a nutshell, would give Bitmain a pre-offering market capitalization of not less than $18 billion with proceeds of at least $500 million. And the listing venue should be either the Shanghai Stock Exchange, Shenzhen Stock Exchange, Hong Kong Stock Exchange, New York Stock Exchange or NASDAQ.
That said, the requirements about the offering size, listing venues and market cap can be revised with consent from “Majority Shareholders and the Majority Preferred Holders,” according to the AoA’s terms.
To put that into perspective, Bitmain’s major rival Canaan Creative, which claims to have about 20 percent of the crypto miner market, successfully listed on the NASDAQ exchange in November. It raised $90 million at a market capitalization of over $1 billion.
The second event listed in the AoA is what’s called a “Material Adverse Effect” resulting from “the occurrence of a breach by any group Company or Founder Parties.” The document defines Founder Parties as, collectively, Wu, Zhan and two corporations that are fully owned by each.
It also sets out the definition of “Material Adverse Effect” as “any event, occurrence, fact, condition, change or development that has had, has or could be reasonably expected to have, a material adverse effect on the business, properties assets, operations, results of operations, financial condition, or liabilities of the group company taken as a whole.”
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