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 2026
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 offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On June 28, 2026, Bit Origin Ltd, a Cayman
Islands exempted company (the “Company” or “Buyer”), entered into an Asset Purchase Agreement (the “APA”)
with PT Mitra Manunggal Sangkara, an Indonesian limited liability company (the “Seller”), pursuant to which the Company agreed
to acquire from the Seller certain AI computing assets and certain related contractual rights (the “Transaction”). The Seller
is engaged in AI infrastructure, GPU computing solutions, enterprise AI deployment services and related technology solutions. Pursuant
to the APA, the Seller has agreed to sell, assign and transfer to the Company, subject to the terms and conditions of the APA, certain
AI computing assets and certain related contractual rights, including (i) sixteen (16) NVIDIA Blackwell B300 AI servers, including
servers in transit and rights to receive delivery thereof, (ii) related customer service agreements, (iii) hosting and colocation
agreements, and (iv) related rights and interests, subject to the terms and conditions set forth in the APA (collectively, the “Purchased
Assets”).
As consideration for the Purchased Assets, at
the closing of the Transaction (the “Closing”), the Company will pay to the Seller (i) $1,000,000 in cash, and (ii) will
issue to the Seller a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 6,457,863 Class A ordinary shares, par
value US$0.00006 per share, of the Company (the “Ordinary Shares”) with an aggregate value of $10,000,000.
Pursuant to the APA, the Seller will transfer
to the Company all rights, title and interest in any Purchased Assets that are in transit at Closing, including contractual delivery
rights. Following the Closing, the Company will be entitled to receive delivery of such assets directly from the applicable suppliers,
and the Seller is required to cooperate and transfer any such assets received by the Seller or its affiliates within five business days
after receipt.
To the extent that any rights under a Purchased
Asset cannot be assigned to the Company without the consent of a third party, and such consent has not been obtained as of the Closing,
the APA provides that the assignment of such rights will not be effective if the attempted assignment would constitute a breach thereof
or would otherwise be unlawful. In such event, the Seller is required to use reasonable best efforts to obtain the required consents
and cooperate in arrangements to provide the Company with the benefits of such Purchased Assets.
The APA contains customary mutual indemnification
provisions. The Seller has agreed to indemnify the Company for, among other things, breaches of the Seller’s representations and
warranties and covenants, liabilities relating to Excluded Assets or Excluded Liabilities, and certain third-party claims. The Company
has agreed to indemnify the Seller for breaches of the Company’s representations and warranties and covenants and liabilities relating
to the Assumed Liabilities. The indemnification obligations are subject to a basket of $100,000 and a cap of $1,000,000, in each case
subject to exceptions for fraud, willful misconduct, or intentional misrepresentation.
The APA is governed by the laws of Singapore.
Any disputes arising under or in connection with the APA are to be resolved by arbitration administered by the Singapore International
Arbitration Centre, in accordance with the Arbitration Rules of the Singapore International Arbitration Centre.
Pre-Funded Warrant
The Pre-Funded Warrant is exercisable for up
to 6,457,863 Ordinary Shares at an exercise price of US$0.00006 per Ordinary Share. The Pre-Funded Warrant may be exercised, in whole
or in part, at any time on or after the initial exercise date until exercised in full. Other than the nominal exercise price, the aggregate
exercise price was pre-funded to the Company on or prior to the initial exercise date, and no additional consideration is required upon
exercise other than US$0.00006 per Ordinary Share.
The Pre-Funded Warrant also provides for cashless
exercise and includes a beneficial ownership limitation of 4.99% of the Ordinary Shares outstanding immediately after giving effect to
exercise. The holder may increase or decrease the beneficial ownership limitation upon 61 days’ prior written notice to the Company,
provided that the limitation may not exceed 9.99%. The Pre-Funded Warrant contains customary adjustment provisions for stock dividends,
stock splits, combinations, reclassifications and fundamental transactions.
The foregoing summary
of the APA and the Pre-Funded Warrant does not purport to be complete and is qualified in its entirety by reference to the APA and the
Pre-Funded Warrant, the forms of which are filed with this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”)
as Exhibit 10.1 and 10.2 respectively, and are incorporated herein by reference.
Unregistered Sales of Equity Securities.
The Pre-Funded Warrant and the Ordinary Shares
issuable upon conversion of the Pre-Funded Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities
Act. The Pre-Funded Warrant and the Ordinary Shares may not be offered or sold in the absence of an effective registration statement
or exemption from the registration requirements under the Securities Act.
This Form 6-K shall not constitute an offer
to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company
in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Regulation FD Disclosure.
On June 29, 2026, the Company issued a press
release announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Form 6-K.
The information provided under the subheading
“Regulation FD Disclosure” herein (including Exhibit 99.1 hereto), is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth
by specific reference in such a filing.
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| 10.1* |
|
Asset
Purchase Agreement between Bit Origin Ltd. and PT Mitra Manunggal Sangkara, dated June 28, 2026 |
| 10.2 |
|
Form of
Pre-Funded Warrant |
| 99.1 |
|
Press
Release, dated June 29, 2026 |
* The schedules to this Exhibit have been
omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and
Exchange Commission a copy of all omitted exhibits and schedules upon its request.
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.
| |
BIT ORIGIN LTD. |
| |
|
|
| Date: June 29, 2026 |
By: |
/s/ Jinghai
Jiang |
| |
Name: |
Jinghai Jiang |
| |
Title: |
Chief Executive Officer,
Chief Operating Officer and Chairman of the Board |
Exhibit 99.1
Bit Origin Acquires NVIDIA Blackwell B300 AI
Infrastructure with Contracted Customer Deployment in Malaysia
-16 NVIDIA Blackwell
B300 AI servers expected to commence operations following expected Q3 2026 delivery, expected to generate approximately US$360,000
in monthly revenue before operating expenses-
-Marks the first milestone in the Company’s
previously announced expansion into AI computing and data center services-
SINGAPORE, June 29,
2026 (GLOBE NEWSWIRE) — Bit Origin Ltd (NASDAQ: BTOG) ("Bit Origin" or the "Company"), an emerging growth
company focused on AI computing infrastructure, digital asset innovation and blockchain-based strategies, today announced the acquisition
of approximately US$11 million of NVIDIA Blackwell B300 AI infrastructure assets.
The acquired assets consist of sixteen (16) NVIDIA Blackwell B300
AI servers that have already been purchased by the seller and are currently expected to be delivered during the third quarter of 2026.
Upon delivery, the servers are expected to be deployed at a data center facility in Malaysia pursuant to previously executed hosting
arrangements. The Company has also acquired the benefit of previously executed customer deployment arrangements relating to the infrastructure.
Based on these customer agreements, the Company expects the B300 servers, following their expected delivery and deployment, to generate
approximately US$360,000 in recurring monthly revenue before operating expenses.
The aggregate purchase price consists of US$1 million in cash and
US$10 million in equity, in the form of pre-funded warrants issued by the Company.
The acquisition represents the Company's first transaction involving
next-generation NVIDIA Blackwell AI infrastructure and marks another important milestone in the execution of Bit Origin's AI infrastructure
strategy announced earlier this year.
Strategic Expansion into AI Infrastructure
In April 2026, Bit Origin announced its strategic expansion beyond
digital asset mining into AI computing infrastructure, GPU computing services and related digital infrastructure opportunities.
Unlike development-stage AI infrastructure
projects, the acquired assets are supported by previously executed supplier arrangements, customer agreements and data center hosting
arrangements. Following the expected delivery during the third quarter of 2026, the Company expects the infrastructure to commence
commercial operations in Malaysia and begin generating recurring infrastructure-related revenue.
Management believes demand for high-performance GPU infrastructure
continues to be driven by the rapid adoption of artificial intelligence technologies, large language models, enterprise AI applications
and next-generation computing workloads. As enterprises increasingly deploy AI-powered products and services, access to reliable, scalable
computing infrastructure has become an increasingly critical component of the global digital economy.
The Company believes this acquisition strengthens its position within
the evolving AI computing ecosystem while establishing a foundation for continued expansion into high-performance computing infrastructure.
Management Commentary
"This acquisition represents another important milestone in the
execution of our AI infrastructure strategy," said Mr. Jinghai Jiang, Chairman and Chief Executive Officer of Bit Origin.
"We are pleased to acquire next-generation NVIDIA Blackwell B300
AI infrastructure together with contracted customer deployment and hosting arrangements. We expect the servers to be delivered during
the third quarter of 2026 and, upon deployment in Malaysia, to generate approximately US$360,000 in recurring monthly revenue before
operating expenses, providing an initial foundation for our AI infrastructure business."
Mr. Jiang continued, "As demand for AI computing resources
continues to accelerate globally, we believe high-performance GPU infrastructure represents an attractive long-term opportunity. This
transaction expands our exposure to AI infrastructure through revenue-generating assets while establishing a scalable platform for future
growth. We intend to continue evaluating additional opportunities involving AI infrastructure, GPU computing services, data center operations
and other high-performance computing assets as part of our broader growth strategy."
About Bit Origin Ltd
Bit Origin Ltd (NASDAQ: BTOG) is an emerging growth company focused
on digital asset innovation and blockchain-based strategies, including the development of AI computing infrastructure, digital infrastructure
opportunities and digital asset treasury initiatives.
For more information, please visit www.bitorigin.io.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the anticipated
closing of the transaction, expected revenue generation, future AI infrastructure opportunities, expansion into AI computing services,
and the Company’s long-term strategic initiatives. These forward-looking statements are subject to various risks and uncertainties
that could cause actual results to differ materially from those expressed or implied herein. The Company undertakes no obligation to
update any forward-looking statements except as required by law.
Company Contact:
Bit Origin Ltd
Mr. Jinghai Jiang
Chairman and Chief Executive Officer
Email: ir@bitorigin.io
