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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 July 2025
Commission File Number: 001-38857
BIT ORIGIN LTD
(Translation of registrant’s name into English)
27F, Samsung Hub
3 Church Street Singapore 049483
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 ¨ |
As previously disclosed in the Reportd on Form 6-K dated on January 8, 2025 and June 30, 2025 of BIT ORIGIN LTD, an exempted company incorporated in the Cayman Islands (the “Company”), the Company received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Department on January 3, 2025, notifying the Company that the Company no longer complies with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing, and the Company’s Form 20-F for the year ended June 30, 2024 reported stockholders’ equity of $909,583.
In response, the Company submitted a compliance plan to Nasdaq on February 17, 2025, outlining a series of initiatives intended to restore compliance with the Rule. Based on its review of the submission, Nasdaq granted the Company an extension through June 30, 2025, to demonstrate compliance.
On July 1, 2025, the Company received a letter from Nasdaq, stating that, based on the Company’s Report on Form 6-K dated June 30, 2025, Nasdaq has determined that the Company complies with Nasdaq Listing Rule 5550(b)(1).
Nasdaq will continue to monitor the Company’s ongoing compliance with the minimum stockholders’ equity requirement and, if at the time of its next periodic report, the Company does not evidence compliance with the minimum stockholders’ equity requirement, the Company may be subject to delisting. At such time, Nasdaq staff will provide written notification to the Company, which may then appeal the Nasdaq staff’s determination to a Hearings Panel.
On July 3, 2025, the Company issued a press release entitled “Bit Origin Ltd Regains Compliance with Nasdaq Listing Requirements of Minimum Stockholders’ Equity”. A copy of the press release is furnished herewith as Exhibit 99.1.
This report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on November 21, 2022 (Registration No. 333-268501), as amended, and the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on November 16, 2023 (Registration No. 333-275602), as amended, the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on August 13, 2024 (Registration No. 333-281518).
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release - Bit Origin Ltd Regains Compliance with Nasdaq Listing Requirements of Minimum Stockholders’ Equity |
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: July 7, 2025 | 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 Regains Compliance with Nasdaq Listing Requirements of Minimum Stockholders’ Equity
New York, July 3, 2025 (GLOBE NEWSWIRE) – Bit Origin Ltd (NASDAQ: BTOG) ("Bit Origin" or the "Company"), an emerging growth company engaged in the crypto mining business with diversified expansion strategies, today announced that it has received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) on July 1, 2025, confirming that the Company has regained compliance with the equity standard under Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2.5 million in stockholders’ equity.
On January 3, 2025, Nasdaq notified the Company of its non-compliance with the continued listing standards relating to stockholders’ equity, market value of listed securities, or net income from continuing operations.
In response, the Company submitted a Form 6-K on June 30, 2025, demonstrating that it satisfies the required stockholders’ equity threshold. As a result, Nasdaq has determined that the Company now meets the equity requirement. Although the Company now satisfies the equity requirement, it remains subject to ongoing monitoring. Nasdaq has indicated that if the Company fails to demonstrate continued compliance in its next periodic filing, it may be subject to delisting. Should that occur, the Company would have the right to appeal any such determination to a Nasdaq Hearings Panel.
Jinghai Jiang, Chairman of the Board, CEO and COO of the Company, stated, “We are pleased to have regained compliance with Nasdaq’s equity standard. We remain focused on building long-term growth and fulfilling compliance with all listing requirements.”
About Bit Origin Ltd
Bit Origin Ltd, formerly known as China Xiangtai Food Co., Ltd., is an emerging growth company operating in the United States and engaged in the cryptocurrency mining business. The Company is also actively deploying blockchain technologies alongside diversified expansion strategies. For more information, please visit https://bitorigin.io.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
Company Contact
Bit Origin Ltd
Mr. Jiang Jinghai, Chairman of the Board, CEO and COO
Email: ir@bitorigin.io
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