BGIN Blockchain adopts Cayman governance exemptions

BGIN BLOCKCHAIN LIMITED, a Cayman Islands company listed on the Nasdaq Global Market, reports that it has elected to rely on certain Cayman Islands home country rule exemptions from the Nasdaq corporate governance listing standards.

Available on EDGAR 09/15/2026 - 04:05 PM EDT Accepted by SEC EDGAR 09/15/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BGIN BLOCKCHAIN LIMITED, a Cayman Islands company listed on the Nasdaq Global Market, reports that it has elected to rely on certain Cayman Islands home country rule exemptions from the Nasdaq corporate governance listing standards. This is permitted to it as a foreign private issuer under Nasdaq Listing Rule 5615.

The company states that certain corporate governance practices in the Cayman Islands may differ significantly from Nasdaq’s corporate governance listing standards. It also states that, other than the specific exemptions it has elected to follow under its home country rules, there are currently no other significant differences between its corporate governance practices and those followed by U.S. domestic companies on the Nasdaq Global Market.

Key Terms

foreign private issuer, home country rule exemption, Nasdaq corporate governance listing standards

3 terms

foreign private issuer regulatory

"Nasdaq rules, however, permit a foreign private issuer like us"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country rule exemption regulatory

"Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615"

Nasdaq corporate governance listing standards regulatory

"As a Cayman Islands company listed on the Nasdaq Global Market, the Company is subject to the Nasdaq corporate governance listing standards"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate governance change did BGIN announce in this Form 6-K?

BGIN BLOCKCHAIN LIMITED has elected to rely on certain home country rule exemptions under Nasdaq Listing Rule 5615, allowing it to follow specified Cayman Islands corporate governance practices instead of the corresponding Nasdaq corporate governance listing standards.

How does BGIN’s status as a foreign private issuer affect its governance rules?

As a foreign private issuer incorporated in the Cayman Islands, BGIN BLOCKCHAIN LIMITED is allowed by Nasdaq to follow its home country’s corporate governance practices for certain matters, instead of all of the Nasdaq corporate governance listing standards.

Does BGIN say its overall governance significantly differs from U.S. Nasdaq companies?

BGIN BLOCKCHAIN LIMITED states that, except for the specified home country exemptions it has elected, there are currently no other significant differences between its corporate governance practices and those followed by U.S. domestic companies under Nasdaq Global Market corporate governance listing standards.

Under which Nasdaq rule is BGIN claiming home country governance exemptions?

BGIN BLOCKCHAIN LIMITED cites the home country rule exemption under Nasdaq Listing Rule 5615, which permits foreign private issuers to follow their home country corporate governance practices in place of certain Nasdaq corporate governance requirements.

What is BGIN’s home country for corporate governance purposes?

BGIN BLOCKCHAIN LIMITED identifies the Cayman Islands as its home country for corporate governance purposes and notes that Cayman Islands corporate governance practices may differ significantly from the Nasdaq corporate governance listing standards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-42908

BGIN BLOCKCHAIN LIMITED

#09-12 Paya Lebar Square
60 Paya Lebar Road
Singapore 409051
+65 9658 5681

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒       Form 40-F ☐

Corporate Governance; Home Country Practice

This current report on Form 6-K is being filed to disclose that BGIN BLOCKCHAIN LIMITED (“we,” “our,” “us,” and the “Company”) has now elected to rely on certain home country rule exemptions under the Nasdaq corporate governance listing standards.

As a Cayman Islands company listed on the Nasdaq Global Market, the Company is subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.

Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615, the Company has elected to follow the Company’s home country rules for exemption from the following requirements of the Rule 5600 Series:

● Listing Rule 5620(a), pursuant to which companies listing common stock or voting preferred stock, and their equivalents, on Nasdaq are required to hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end, unless such company is a limited partnership that meets certain requirements.

● Listing Rule 5635(c), pursuant to which companies listed on Nasdaq are required to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan or other equity compensation arrangement is established or materially amended.

Except for the foregoing, there are currently no other significant differences between our corporate governance practices and those followed by U.S. domestic companies under Nasdaq Global Market corporate governance listing standards.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BGIN BLOCKCHAIN LIMITED
Date: September 15, 2026	By:	/s/ Qingfeng Wu
	Name:	Qingfeng Wu
	Title:	Chief Executive Officer (principal executive officer)

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