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 April 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.
Securities Purchase Agreement
On April 16, 2026, Bit Origin Ltd (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with the buyer mentioned in the schedule thereto (the
“Buyer”), pursuant to which the Company agreed to sell (the “Offering”) an aggregate principal amount of up to
$5,000,000 in Senior Convertible Notes, convertible into Class A ordinary shares of the Company, par value $0.00006 per share (“Common
Shares”). The Purchase Agreement contains representations and warranties of the Company and the Buyer which are typical for transactions
of this type. In addition, the Purchase Agreement contains customary covenants on the Company’s part that are typical for transactions
of this type, as well as the following additional covenants.
The Purchase Agreement also obligates the Company
to indemnify the Buyer for certain losses including those resulting from (i) any misrepresentation or breach of any representation or
warranty made by the Company or any subsidiary in any of the Transaction Documents (as defined in the Purchase Agreement), (ii) any breach
of any covenant, agreement or obligation of the Company or any subsidiary contained in any of the Transaction Documents or (iii) any cause
of action, suit, proceeding or claim brought or made against such indemnitee by a third party (including for these purposes a derivative
action brought on behalf of the Company or any subsidiary) or which otherwise involves such indemnitee that arises out of or results from
(A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of the issuance of the securities, (C) any disclosure properly made by
such Buyer, or (D) the status of such Buyer or holder of the securities either as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise
in any action or proceeding for injunctive or other equitable relief).
Senior Convertible Note
Pursuant to the Purchase Agreement, the
Company and the Buyer consummated the initial closing thereunder on April 16, 2026 and the Company issued to the Buyer a Senior
Convertible Note (the “Convertible Note”) in the principal amount of Five Hundred Thousand Dollars ($500,000) maturing
on April 16, 2030, with a conversion price of $2.76, subject to adjustment as provided therein.
The Company intends to use the net proceeds from
the Offering for working capital and general corporate purposes.
The Convertible Note also contains certain negative
covenants, including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions
on the transfer of assets and changes in the nature of business. The Convertible Note also contains standard and customary events of default
including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the
Convertible Note, existence of a default or event of default under any of the Transaction Documents (as defined in the Convertible Note),
the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgments against the Company.
The foregoing summary
of the Purchase Agreement and the Convertible Note does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement and the Convertible Note, 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 Convertible Note and the Common Shares issuable
upon conversion of the Convertible Note 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 and Rule
506(b) of Regulation D promulgated thereunder. The Buyer acquired the securities for investment and acknowledged that it is an accredited
investor as defined by Rule 501 under the Securities Act. The Convertible Note and Common 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 April 16, 2026, the Company issued a press
release announcing that the Company entered into the Purchase Agreement and Convertible Note. 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* |
|
Securities Purchase Agreement between Bit Origin Ltd. and Buyer, dated April
16, 2026 |
| 10.2 |
|
Form of Senior Convertible Note |
| 99.1 |
|
Press Release, dated April 16, 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: April 16, 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 Ltd Announces Strategic Financing
to Explore Expansion into AI Computing and Data Center Services
SINGAPORE, April 16, 2026 (GLOBE NEWSWIRE) — Bit Origin Ltd (NASDAQ:
BTOG) (“Bit Origin” or the “Company”), an emerging growth company focused on digital asset innovation and blockchain-based
strategies, today announced that it has secured strategic financing to support the exploration of potential expansion into AI-driven computing,
storage infrastructure and cooling services.
The Company intends to utilize available resources to evaluate, explore
and potentially develop opportunities in the leasing, management and optimization of AI computing, storage infrastructure and cooling
services, including GPU-based computing resources and related server systems.
The global demand for computing power and data center services, particularly
driven by artificial intelligence and data-intensive applications, has grown significantly in recent years. The Company believes that
server leasing, computational resource management, and services represent emerging areas of opportunity within this broader industry tailwind.
Bit Origin has engaged in preliminary collaborations within certain
computing ecosystems since 2024, including within the Aethir ecosystem, gaining familiarity with operational frameworks and developing
industry relationships that may support its evaluation of opportunities in this sector.
In addition, the Company’s historical Bitcoin mining-related
activities have provided it with familiarity with certain aspects of infrastructure deployment, equipment procurement, and operational
considerations, as well as exposure to relevant industry participants. This experience may support the Company’s strategic assessment
in AI computing and storage infrastructure. The Company expects to leverage internal resources and industry relationships and intends
to pursue this strategy in a capital-efficient manner by leveraging and repositioning existing internal resources.
The timing and extent of any business execution will depend on, among
other factors, the Company’s ability to secure additional financing, finalize commercial arrangements, access qualified personnel
and suitable partners, and assess market conditions. There can be no assurance that the Company will enter into any definitive agreements
or successfully implement any such initiatives.
“This strategic financing represents a step in our efforts to
evaluate opportunities in the rapidly evolving AI infrastructure sector,” said Mr. Jinghai Jiang, Chairman, Chief Executive Officer,
and Chief Operating Officer of Bit Origin. “As demand for AI-driven computing and storage continues to grow, we are exploring ways
to position the Company to potentially participate in this trend through capital-efficient approaches, subject to market conditions and
the availability of capital.”
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 its digital asset treasury
initiatives and related ecosystem opportunities. For more information, please visit https://bitorigin.io.
Safe Harbor Statement
This press release contains forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as “may”, “will”, “intend”, “should”,
“believe”, “expect”, “anticipate”, “project”, “estimate” or similar expressions
that do not relate solely to historical matters, it is making forward-looking statements. Specifically, the Company’s statements
regarding the strategic financing, the implementation of its business initiatives, and AI and the broader industry growth are forward-looking
statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the
actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements
are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s
future business development; changes in technology; economic conditions;, reputation and brand; the impact of competition and pricing;
government regulations; fluctuations in general economic and business conditions and assumptions underlying or related to any of the
foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission. For these reasons, among
others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors
are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date hereof.
Company Contact:
Bit Origin Ltd
Mr. Jinghai Jiang, Chairman and Chief Executive Officer
Email: ir@bitorigin.io
