Welcome to our dedicated page for Bit Origin SEC filings (Ticker: BTOG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Bit Origin Limited’s SEC filings document foreign private issuer reports on financing transactions, digital asset treasury activity, and changes to its ordinary share structure. Recent Form 6-K reports describe securities purchase agreements, senior convertible notes, private placements involving Class A ordinary shares, and DOGE received in connection with a financing.
The filings also record completed share capital reductions, reverse stock split mechanics for Class A and Class B ordinary shares, registration-statement incorporation, and Nasdaq listing compliance matters. These disclosures frame BTOG’s capital structure, material agreements, corporate governance approvals, and public-company status as a Cayman Islands issuer listed on the Nasdaq Capital Market.
Bit Origin Ltd. issued 20,000,000 Class A ordinary shares at $0.30 per share in a private placement for an aggregate purchase price of $6,000,000. Investors elected to pay in Dogecoin (DOGE); the DOGE amount was set by the Coinbase spot rate at 5:56 a.m. (NY time) on the trade date and the Company received 30,000,000 DOGE at closing. The Purchased Shares were issued under exemptions to U.S. registration requirements.
The placement includes contingent anti-dilution protections: if a qualifying share combination event occurs within three months and a calculated Event Market Price is below an Adjusted Purchase Price, the Company will issue non-transferable, cash-exercisable warrants to the investors with an exercise price defined by the agreement. Investors also have a limited redemption option after twelve months to reclaim a pro rata portion of the original DOGE amount for unsold shares and unexercised warrants, subject to price-based exclusions and documentation requirements. Certain shareholders provided a waiver related to entering the agreements and registration of the securities. Exhibits include the warrant form, purchase agreement, waiver, and a press release titled indicating the Company surpassed 70 million DOGE holdings following the placement.
Bit Origin Ltd (BTOG) has completed the share capital reduction previously approved on 14 Mar 2025. The Grand Court of the Cayman Islands confirmed the action on 5 Jun 2025 and the Registrar recorded it on 25 Jul 2025, allowing the par value of every authorized and issued share to fall from US$0.30 to US$0.000001.
Following the reduction, authorized share capital equals US$500, divided into 500,000,000 ordinary shares (475 M Class A, 25 M Class B) at the new nominal value. The number of issued shares and their fully-paid status are unchanged. A press release dated 4 Aug 2025 (Exhibit 99.1) provides additional details. This Form 6-K is incorporated by reference into the company’s Form F-3 registration statements filed on 21 Nov 2022, 16 Nov 2023 and 13 Aug 2024.