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 2026
Commission File Number: 001-38857
BIT ORIGIN LTD
(Translation of registrant’s name into English)
160 Robinson Road, 12 F,
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.
On August 11, 2026, at 10:00 p.m., Singapore Time
(August 11, 2025, at 10:00 a.m. Eastern Time), BIT ORIGIN LTD held an extraordinary general meeting (the “Extraordinary General
Meeting”) of shareholders of Class A ordinary shares, of par value $0.00006 per share (the “Class A Ordinary Shares”)
and Class B ordinary shares, of par value $0.00006 per share (the “Class B Ordinary Shares”) at the principal office
of the Company located at 160 Robinson Road, 12 F, SBF Center, Singapore 068914.
As of the record date of July 28, 2026 (the “Record
Date”), there were 4,068,548 Class A Ordinary Shares and 92,411 Class B Ordinary Shares outstanding. Holders of Class A
Ordinary Shares as of the Record Date are entitled to one (1) vote for each Class A Ordinary Share held for each of the proposals
and holders of Class B Ordinary Shares as of the Record Date are entitled to twenty (20) votes for each Class B Ordinary Share
held for each of the proposals.
Holders of 647,408 Class A Ordinary Shares and
holders of 92,411 Class B Ordinary Shares of the Company were present in person or by proxy at the Extraordinary General Meeting, representing
approximately 15.9% of the 4,068,548 outstanding Class A Ordinary Shares and 100% of the 92,411 outstanding Class B Ordinary Shares, representing
42.18% of the total voting power as of the Record Date, and therefore constituting a quorum of at least one-third of all votes attaching
to the Class A Ordinary Shares and Class B Ordinary Shares outstanding and entitled to vote at the Extraordinary General Meeting as of
the Record Date. All matters voted on at the Extraordinary General Meeting were approved. The final voting results for the matters submitted
to a vote of shareholders at the Extraordinary General Meeting are as follows:
| |
Votes For |
Votes Against |
Votes Abstain |
| Proposal 1: By a special resolution, (a) to approve a change of the name of the Company (the “Name Change”) from “BIT ORIGIN LTD” to “SANGRIX INC.”; and (b) to authorize the directors of the Company to apply to the Registrar of Companies of the Cayman Islands for the Name Change; and that the directors be further authorised, at their sole discretion, to determine not to proceed with the change of name if, in their opinion, it is no longer desirable or in the best interests of the Company to do so within one year after the date of passing of these resolutions. |
2,476,152 |
18,474 |
1,002 |
| Proposal 2: By an ordinary resolution, to increase the Company’s authorized share capital from US$15,000 divided into 237,500,000 class A ordinary shares of a par value of US$0.00006 each and 12,500,000 class B ordinary shares of a par value of US$0.00006 each, to US$60,000,000 divided into 950,000,000,000 class A ordinary shares of a par value of US$0.00006 each and 50,000,000,000 class B ordinary shares of a par value of US$0.00006 each, by the creation of 949,762,500,000 class A ordinary shares of a par value of US$0.00006 each and 49,987,500,000 class B ordinary shares of a par value of US$0.00006 each (the “Share Capital Increase”). |
2,475,429 |
20,083 |
116 |
| Proposal 3: Subject to Proposal One and Proposal Two being passed, as a special resolution, to amend and restate the Company’s current amended and restated memorandum of association to reflect the Name Change and Share Capital Increase (the “Adoption of the Amended and Restated Memorandum”). |
2,478,704 |
16,073 |
850 |
|
Proposal 4: As an ordinary resolution to approve
a share consolidation of the Company’s issued and unissued Class A ordinary shares (the “Class A Ordinary Shares”) and
Class B ordinary shares (the “Class B Ordinary Shares” and collectively with the Class A Ordinary Shares, the “Ordinary
Shares”), par value US$0.00006 each, at a ratio of five (5)-for-one (1), such that every five (5) Class A Ordinary Shares of a par
value of US$0.00006 each be consolidated into one Class A Ordinary Share of a par value of US$0.0003 each, and every five (5) Class B
Ordinary Shares of a par value of US$0.00006 each be consolidated into one Class B Ordinary Share of a par value of US$0.0003 each(the
“Share Consolidation”), and the rounding up of any fractional shares resulting from the Share Consolidation to the nearest
whole ordinary share, which shall take effect on August 21, 2026, and upon the Share Consolidation becoming effective, assuming that the
Share Capital Increase is approved under Proposal Two, the authorized share capital of the Company shall be changed:
FROM: US$60,000,000 divided into 950,000,000,000
class A ordinary shares of a par value of US$0.00006 each and 50,000,000,000 class B ordinary shares of a par value of US$0.00006 each.
TO: US$60,000,000 divided into 190,000,000,000
class A ordinary shares of a par value of US$0.0003 each and 10,000,000,000 class B ordinary shares of a par value of US$0.0003 each. |
2,464,712 |
29,950 |
965 |
| Proposal 5: As a special resolution, subject to and conditional upon the effectiveness of the Share Consolidation implemented under Proposal Four, to amend and restate the then effective memorandum and articles of association of the Company (the Pre-Consolidation M&A) in the form of the Amended and Restated Memorandum attached as Annex B to the amended and restated proxy statement (the Post-Consolidation M&A), to reflect the Share Consolidation effected pursuant to Proposal Four (the “Amendment and Restatement of M&A Following the Share Consolidation”). |
2,479,185 |
15,469 |
974 |
| Proposal 6: As an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the Meeting, (a) any one or more of directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the Share Capital Increase, the Adoption of the Amended and Restated Memorandum, the Share Consolidation, Amendment and Restatement of M&A Following the Share Consolidation, and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly (from (a) to (c), the “General Authorization”). |
2,474,033 |
20,735 |
860 |
| Proposal 7: As an ordinary resolution, to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of all the resolutions contemplated by Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six (the “Adjournment”). |
2,483,595 |
11,181 |
851 |
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 12, 2026 |
BIT ORIGIN LTD |
| |
|
|
| |
By: |
/s/ Jinghai Jiang |
| |
Name: |
Jinghai Jiang |
| |
Title: |
Chief Executive Officer, Chief Operating Officer and Chairman of the
Board |
