[6-K] Bit Origin Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Bit Origin Ltd (BTOG) has completed the share capital reduction previously approved on 14 Mar 2025. The Grand Court of the Cayman Islands confirmed the action on 5 Jun 2025 and the Registrar recorded it on 25 Jul 2025, allowing the par value of every authorized and issued share to fall from US$0.30 to US$0.000001.

Following the reduction, authorized share capital equals US$500, divided into 500,000,000 ordinary shares (475 M Class A, 25 M Class B) at the new nominal value. The number of issued shares and their fully-paid status are unchanged. A press release dated 4 Aug 2025 (Exhibit 99.1) provides additional details. This Form 6-K is incorporated by reference into the company’s Form F-3 registration statements filed on 21 Nov 2022, 16 Nov 2023 and 13 Aug 2024.

Positive

• Court-approved share capital reduction completed, reducing par value to US$0.000001 while keeping the full 500 million authorized shares intact, with no change to issued share count.

Negative

• None.

Insights

Securities Analyst

TL;DR Administrative reduction in par value; share count unchanged—minimal immediate financial impact.

The filing finalizes a purely nominal change: par value shifts from US$0.30 to US$0.000001, shrinking legal stated capital from roughly US$150 million to US$500 while keeping 500 million authorized shares intact. Because issued shares remain fully paid and outstanding share totals are unaffected, there is no direct dilution or earnings impact. The update aligns the company’s capital structure with Cayman Islands requirements and is now referenced in existing shelf registration statements, ensuring consistency for future disclosures. Overall, this is housekeeping with neutral earnings implications.

Corporate Governance Expert

TL;DR Court confirmation concludes capital restructuring; governance process successfully executed.

The company followed statutory procedure—special resolution (14 Mar 2025), court approval (5 Jun 2025), Registrar filing (25 Jul 2025)—demonstrating compliance with Cayman corporate law. Reducing par value to a micro-unit simplifies future equity administration and lowers legal stated capital, yet maintains existing class structure (475 M Class A, 25 M Class B). Incorporation into three active Form F-3 shelves keeps registration statements current. From a governance standpoint, execution appears orderly and transparent, but financial materiality to investors is limited.

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 August 2025

Commission File Number: 001-38857

BIT ORIGIN LTD

(Translation of registrant’s name into English)

27F, Samsung Hub

3 Church Street Singapore 049483

T: 347-556-4747

(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 x Form 40-F ¨

As previously disclosed on the report on Form 6-K filed with the Securities and Exchange Commission on March 18, 2025, Bit Origin Ltd (the “Company”) approved, by a special resolution on March 14, 2025, subject to the confirmation by the Grand Court of the Cayman Islands, the par value of each authorized share in the capital of the Company (including all issued shares) to reduce from US$0.30 to US$0.000001 (the “Share Capital Reduction”), such that following the Share Capital Reduction, the authorized share capital of the Company shall be US$500, divided into 500,000,000 shares of par value US$0.000001 each, comprising of 475,000,000 Class A Ordinary Shares of par value US$0.000001 each and 25,000,000 Class B Ordinary Shares of par value US$0.000001 each.

On June 5, 2025, the Grand Court of the Cayman Islands granted an order confirming the reduction of the par value of each issued and authorized share of the Company from US$0.30 to US$0.000001 per issued share. The Court's order confirming the Share Capital Reduction and the minute of reduction were registered by the Cayman Islands Registrar of Companies on July 25, 2025.

Immediately following the Share Capital Reduction, the authorized share capital of the Company is US$500, divided into 500,000,000 ordinary shares of par value US$0.000001 each, comprising 475,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares. All issued shares remain fully paid up.

A copy of the press release related to the Petition entitled “Bit Origin Announces Completion of Share Capital Reduction” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

This report on Form 6-K (including the exhibit) is incorporated by reference into the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on November 21, 2022 (Registration No. 333-268501), as amended, and the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on November 16, 2023 (Registration No. 333-275602), as amended, the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on August 13, 2024 (Registration No. 333-281518).

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release - Bit Origin Announces Completion of Share Capital Reduction, dated August 4, 2025

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.

Date: August 4, 2025	BIT ORIGIN LTD
	By:	/s/ Jinghai Jiang
	Name:	Jinghai Jiang
	Title:	Chief Executive Officer, Chief Operating Officer and Chairman of the Board

FAQ

What corporate action did Bit Origin (BTOG) complete in August 2025?

The company finalized a share capital reduction, lowering par value from US$0.30 to US$0.000001 per share.

What is Bit Origin’s new par value per share?

Each Class A and Class B Ordinary Share now carries a par value of US$0.000001.

How many ordinary shares are authorized after the reduction?

The authorization remains 500,000,000 shares (475 M Class A; 25 M Class B).

Did the number of issued shares change because of the reduction?

No. All issued shares remain fully paid and unchanged in number.

Which court approved Bit Origin’s share capital reduction?

The Grand Court of the Cayman Islands granted the order on 5 Jun 2025.

Where can I find the press release about the capital reduction?

It is furnished as Exhibit 99.1 to this Form 6-K, dated 4 Aug 2025.