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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 August 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 office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
As previously disclosed on the report on Form 6-K filed with the Securities and Exchange Commission on March 18, 2025, Bit Origin Ltd (the “Company”) approved, by a special resolution on March 14, 2025, subject to the confirmation by the Grand Court of the Cayman Islands, the par value of each authorized share in the capital of the Company (including all issued shares) to reduce from US$0.30 to US$0.000001 (the “Share Capital Reduction”), such that following the Share Capital Reduction, the authorized share capital of the Company shall be US$500, divided into 500,000,000 shares of par value US$0.000001 each, comprising of 475,000,000 Class A Ordinary Shares of par value US$0.000001 each and 25,000,000 Class B Ordinary Shares of par value US$0.000001 each.
On June 5, 2025, the Grand Court of the Cayman Islands granted an order confirming the reduction of the par value of each issued and authorized share of the Company from US$0.30 to US$0.000001 per issued share. The Court's order confirming the Share Capital Reduction and the minute of reduction were registered by the Cayman Islands Registrar of Companies on July 25, 2025.
Immediately following the Share Capital Reduction, the authorized share capital of the Company is US$500, divided into 500,000,000 ordinary shares of par value US$0.000001 each, comprising 475,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares. All issued shares remain fully paid up.
A copy of the press release related to the Petition entitled “Bit Origin Announces Completion of Share Capital Reduction” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
This report on Form 6-K (including the exhibit) 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 Announces Completion of Share Capital Reduction, dated August 4, 2025 |
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 4, 2025 | 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 Announces Completion of Share Capital Reduction
August 4, 2025 (Singapore) – Bit Origin Ltd (NASDAQ: BTOG) ("Bit Origin" or the "Company"), today announced that it has completed a reduction of its issued share capital, following the approval by its shareholders and subsequent confirmation by the Grand Court of the Cayman Islands.
On June 5, 2025, the Grand Court of the Cayman Islands issued an order confirming the Company’s special resolution passed at its annual general meeting held on March 14, 2025, to reduce the par value of each issued and authorised share of the Company from US$0.30 to US$0.000001 (the “Share Capital Reduction”). The Court's order confirming the Share Capital Reduction and the minute of reduction were registered by the Cayman Islands Registrar of Companies on July 25, 2025.
Immediately following the Share Capital Reduction, the authorised share capital of the Company was US$500, divided into 500,000,000 ordinary shares of par value US$0.000001 each, comprising 475,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares. All issued shares remain fully paid up.
Mr. Jinghai Jiang, Chairman and Chief Executive Officer of Bit Origin, commented, “The successful completion of the Share Capital Reduction provides us with increased flexibility in executing future corporate actions, including potential capital raises and strategic transactions. This is another step forward as we continue to pursue long-term value for our shareholders.”
About Bit Origin Ltd
Bit Origin Ltd is an emerging growth company 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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