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 June 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.
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Form 20-F x |
Form 40-F ¨ |
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On January 3, 2025, Bit Origin Ltd (the “Company”)
received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) (the “Deficiency
Letter”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which
requires listed companies to maintain stockholders’ equity of at least $2.5 million.
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. This Report on Form 6-K
is being furnished in accordance with Nasdaq’s instructions to provide an update on the Company’s efforts and its current
compliance status.
Since receipt of the Deficiency Letter, the Company
has undertaken several measures that have materially impacted its financial position:
Conversion of secured convertible debentures
As previously disclosed in a Report on Form 6-K
filed by the Company on April 18, 2025, the Company’s outstanding convertible debentures issued in December 2023 and May 2024 (the
“Notes”) in the amount of approximately $8.06 million in principal and accrued interest were converted into Class A ordinary
shares, par value $0.30 per share, resulting in the issuance of 12,279,101 ordinary shares. Following the conversions, the Notes were
retired. The conversion resulted in a reduction of the Company’s outstanding indebtedness and a corresponding increase in stockholders’
equity
Development in operations
The Company has continued the execution of its
strategic plan with a focus on blockchain infrastructure. Specifically, it entered into three sales agreements for 495 Aethir cloud rendering
miners, generating approximately $484,500 in aggregate revenue. The Company believes these transactions demonstrate the commercial viability
of its new operational direction and its ability to generate revenue under a capital-constrained environment.
As a result of the foregoing, the Company’s
stockholders’ equity as of May 31, 2025, was approximately $3.6 million and, as of the date of this report, the Company believes
it has at least $2.5 million in stockholders’ equity as required by the Rule. The Company awaits Nasdaq’s formal confirmation
that the Company has evidenced compliance with the Rule. Furthermore, Nasdaq will continue to monitor the Company’s compliance
with the Rule. If the Company does not evidence compliance at the time of its next periodic report, including its Annual Report on Form
20-F for the fiscal year ending June 30, 2025, Nasdaq may initiate proceedings to delist the Company’s securities. The Company
intends to continue making diligent efforts to maintain ongoing compliance with all applicable Nasdaq listing standards.
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: June 30, 2025 |
BIT ORIGIN LTD |
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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 |
