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 July 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 offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
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Form 20-F x |
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Form 40-F ¨ |
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As
previously disclosed in the Reportd on Form 6-K dated on January 8, 2025 and June 30, 2025 of BIT ORIGIN LTD, an exempted company
incorporated in the Cayman Islands (the “Company”), the Company received a written notice from The Nasdaq Stock Market LLC
(“Nasdaq”) Listing Qualifications Department on January 3, 2025, notifying the Company that the Company no longer complies
with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000
in stockholders’ equity for continued listing, and the Company’s Form 20-F for the year ended June 30, 2024 reported stockholders’
equity of $909,583.
In
response, the Company submitted a compliance plan to Nasdaq on February 17, 2025, outlining a series of initiatives intended to restore
compliance with the Rule. Based on its review of the submission, Nasdaq granted the Company an extension through June 30, 2025, to demonstrate
compliance.
On July 1, 2025, the Company received a letter from Nasdaq, stating that, based
on the Company’s Report on Form 6-K dated June 30, 2025, Nasdaq has determined that the Company complies with Nasdaq Listing Rule
5550(b)(1).
Nasdaq will
continue to monitor the Company’s ongoing compliance with the minimum stockholders’ equity requirement and, if at the time
of its next periodic report, the Company does not evidence compliance with the minimum stockholders’ equity requirement, the Company
may be subject to delisting. At such time, Nasdaq staff will provide written notification to the Company, which may then appeal the Nasdaq
staff’s determination to a Hearings Panel.
On
July 3, 2025, the Company issued a press release entitled “Bit Origin Ltd Regains Compliance with Nasdaq Listing Requirements of
Minimum Stockholders’ Equity”. A copy of the press release is furnished herewith as Exhibit 99.1.
This
report on Form 6-K 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 Ltd Regains Compliance with Nasdaq Listing Requirements of Minimum Stockholders’ Equity |
SIGNATURE
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.
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BIT ORIGIN LTD.
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| Date: July
7, 2025 |
By: |
/s/
Jinghai Jiang |
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Name: |
Jinghai Jiang |
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Title: |
Chief Executive
Officer, Chief Operating Officer and Chairman of the Board |
