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.
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
At the extraordinary general meeting (the “EGM”)
of shareholders of BIT ORIGIN LTD (the “Company”) held on August 11, 2026, at 10:00 p.m., Singapore Time (August 11,
2025, at 10:00 a.m. Eastern Time), the following matters, among others, were approved and authorized:
The implementation of a share consolidation of
the Company’s issued and unissued Class A ordinary shares and Class B 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 (the “Class A Ordinary Shares”), 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 “Class B Ordinary Shares” )(the “Reverse Stock Split”),
and the rounding up of any fractional shares resulting from the Reverse Stock Split to the nearest whole ordinary share, which shall take
effect on August 21, 2026.
Upon the opening of the market on August 21,
2026, the Company’s Class A Ordinary Shares began trading on the Nasdaq Stock Market (“Nasdaq”) on a post-Reverse
Stock Split basis under the current symbol “BTOG”.
Every five (5) outstanding Class A ordinary
shares or Class B ordinary shares were combined into and automatically became one post-Reverse Stock Split Class A Ordinary
Share or Class B Ordinary Share, respectively. No fractional shares will be issued in connection with the Reverse Stock Split. Instead,
the Company will issue one full post-Reverse Stock Split Class A Ordinary Share or Class B Ordinary Share, as applicable, to
any shareholder who would have been entitled to receive a fractional share as a result of the process. The new CUSIP number following
the Reverse Stock Split is G21621209.
The Reverse Stock Split will reduce the
number of outstanding shares of the Company from 3,999,568 Class A ordinary Shares of a par value of US$0.00006 each and
105,211 Class B Ordinary Shares of a par value of US$0.00006 each to approximately 799,914 Class A Ordinary Shares of a
par value of US$0.0003 each and approximately 21,043 Class B Ordinary Shares of a par value of US$0.0003 each, respectively.
The par value of the Class A ordinary shares and Class B ordinary shares will be increased in proportion to the ratio of
the Reverse Stock Split to US$0.0003 per share, and the number of authorized ordinary shares will be reduced in proportion to the
ratio of the Reverse Stock Split to 190,000,000,000 Class A Ordinary Shares and 10,000,000,000 Class B Ordinary
Shares.
Proportionate adjustments are made based on the
ratio of the Reverse Stock Split to the per share exercise price and the number of shares issuable upon the exercise or conversion of
all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert
into, Class A Ordinary Shares and Class B Ordinary Shares. This will result in approximately the same aggregate price being
required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value
of Class A Ordinary Shares and Class B Ordinary Shares being delivered upon such exercise, exchange or conversion, immediately
following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split.
Except as described above, as of the date of this
Report on Form 6-K, the Company has five outstanding secured convertible debentures in an aggregate original principal amount
of approximately $14.5 million. If the Event Market Price (as defined below) is less than the conversion price in effective (after giving
effect to the proportional adjustment as a result of the Reverse Stock Split), then on the sixteenth (16th) trading day immesidately
following such the effective date of the Reverse Stock Split, the conversion price of the convertible debentures then in effect shall
be reduced (but in no event increased to) the Event Market Price. “Event Market Price” means the quotient determined by dividing (x) the sum of the Volume-Weighted Average Price (the “VWAP”) of the
Class A Ordinary Shares for each of the five (5) trading days with the lowest VWAP of the Class A Ordinary Shares during
the fifteen (15) consecutive trading day period ending and including the trading day immediately preceding the sixteenth (16th) trading
day after such the effective date of the Reverse Stock Split, divided by (y) five (5).
As of the date of this Report on Form 6-K,
the Company has warrants to purchase 272,359 Class A Ordinary Shares, with an exercise price of $1.15 per share. If the Warrant
Event Market Price (defined below) is less than the exercise price then in effect (after giving effect to the adjustment described in
the paragraph above), then on the 16th trading day immediately following the effective date of the Reverse Stock Split,
the exercise price then in effect on such 16th trading day shall be reduced (but in no event increased) to the Warrant
Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase
in the Exercise Price hereunder, no adjustment shall be made. “Warrant Event Market Price” means the quotient determined by
dividing (x) the sum of the VWAP of the Class A ordinary shares for each of the five (5) lowest trading days during the
twenty (20) consecutive trading day period ending and including the trading day immediately preceding the sixteenth (16th) trading day
after the date of the Reverse Stock Split, divided by (y) five (5). In addition, the number of Class A ordinary shares underlying
such warrants shall be adjusted proportionally so that the aggregate exercise price payable by the holder for the adjusted number of warrant
shares shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.
The Reverse Stock Split is intended for the Company
to maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires issuers listed on Nasdaq to maintain a minimum bid price
of $1.00 per share.
The Company will amend and restate its memorandum
and articles of association to reflect the adjustment of the number of authorized ordinary shares and the par value.
Attached to this report as Exhibit 99.1 is
a copy of the press release dated August 19, 2026, titled “Bit Origin Ltd Announces 1-for-5 Reverse Stock Split Effective August 21,
2026”.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release - Bit Origin Ltd Announces 1-for-5 Reverse Stock Split Effective August 21, 2026 |
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 21, 2026 |
BIT ORIGIN LTD |
| |
|
|
| |
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 1-for-5 Reverse Stock
Split Effective August 21, 2026
SINGAPORE, Aug. 19,
2026 (GLOBE NEWSWIRE) — Bit Origin Ltd (NASDAQ: BTOG) ("Bit Origin" or the "Company"), today announced
a 1-for-5 reverse stock split of the Company's Class A ordinary shares and Class B ordinary shares (the "Reverse Stock
Split").
Beginning with the
opening of trading on August 21, 2026, the Company's Class A ordinary shares will trade on the Nasdaq Capital Market on a reverse-split-adjusted
basis under the existing ticker symbol "BTOG." The new CUSIP number of the Company's Class A ordinary shares will be G21621209.
When the Reverse Stock Split becomes effective, every five (5) issued and outstanding Class A ordinary shares will be automatically
combined into one (1) Class A ordinary share, and every five (5) issued and outstanding Class B ordinary shares will
be automatically combined into one (1) Class B ordinary share.
"The reverse stock split is intended to support
our efforts to maintain compliance with Nasdaq's minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2)," said Jinghai
Jiang, Chairman and Chief Executive Officer of Bit Origin. "While the Reverse Stock Split is intended to assist the Company in regaining
compliance with Nasdaq Listing Rule 5550(a)(2), the Company cannot assure that it will be able to regain or maintain compliance with
Nasdaq's continued listing standards. We remain focused on executing our strategic initiatives and enhancing long-term value for our shareholders."
As a result of the Reverse Stock Split, the number
of outstanding Class A ordinary shares of Bit Origin will be reduced from 3,999,568 to approximately 799,914 shares, and the number
of outstanding Class B ordinary shares of Bit Origin will be reduced from 105,211 to approximately 21,043 shares, subject to the
rounding up of fractional shares.
Concurrently with
the Reverse Stock Split, the Company amended its Memorandum and Articles of Association to proportionately reduce the number of authorized
ordinary shares for issuance and change the par value of the post-Reverse Stock Split ordinary shares to $0.0003 per share. All
outstanding options, warrants and other securities entitling holders to purchase or receive ordinary shares will be adjusted in accordance
with their respective terms.
No fractional shares will be issued in connection
with the Reverse Stock Split. Shareholders who would otherwise be entitled to receive fractional shares will receive one full share.
About Bit Origin Ltd
Bit Origin Ltd (NASDAQ: BTOG) is a company focused
on AI computing infrastructure, digital asset innovation and blockchain-based strategies. The Company is evaluating and pursuing opportunities
involving GPU computing, server leasing, storage infrastructure and related digital infrastructure services.
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, including statements regarding the expected timing and effects
of the Reverse Stock Split and the Company's ability to regain or maintain compliance with Nasdaq listing requirements. These forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ materially.
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
