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)
160 Robinson Road, 12F, SBF Center, Singapore
068914
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.
As previously disclosed
on a Form 6-K filed by Bit Origin Ltd.(the “Company”) on February 26, 2025, the Company received a written notice
from the Listing Qualifications Staff of Nasdaq regarding the Company’s failure to comply with Nasdaq Listing Rule 5550(a)(2) on
February 21, 2025, which requires listed securities to maintain a minimum bid price of $1.00 per share. A failure to comply with
Nasdaq Listing Rule 5550(a)(2) exists when listed securities fail to maintain a closing bid price of at least $1.00 per share
for 30 consecutive business days. Based on the closing bid price for the last 30 consecutive business days, the Company failed to meet
the aforesaid requirement. The Company was provided a period of 180 calendar days, until August 20, 2025, to regain compliance.
On August 28, 2025,
the Company received a written notice from Nasdaq (the “August 2025 Notice”) stating that, although the Company had not
regained compliance with the minimum bid price requirement by August 20, 2025, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company is eligible for an additional 180 calendar day period, or until February 16, 2026, to regain compliance with Nasdaq Listing
Rule 5550(a)(2). To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per
share for a minimum of 10 consecutive business days during this 180-day period.
The August 2025
Notice has no immediate impact on the listing of the Company’s ordinary shares, which will continue to be listed and traded on the
Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of the Nasdaq Capital Market. Although
the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company
will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq listing criteria.
On August 29, 2025,
the Company issued a press release entitled “Bit Origin Receives 180-Day Extension from Nasdaq to Regain Compliance with Minimum
Bid Price Requirement” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Exhibit Index
Exhibit
Number |
|
Description of Exhibit |
| 99.1 |
|
Press release – Bit Origin Receives 180-Day Extension from Nasdaq to Regain Compliance with Minimum Bid Price Requirement, dated August 29, 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 29, 2025 |
BIT ORIGIN LTD.
|
| |
|
|
| |
By: |
/s/
Jinghai Jiang |
| |
Name: |
Jinghai
Jiang |
| |
Title: |
Chief
Executive Officer, Chief Operating Officer and Chairman of the Board |
