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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 September 2026
Commission File Number: 001-42908
BGIN BLOCKCHAIN LIMITED
#09-12 Paya Lebar Square
60 Paya Lebar Road
Singapore 409051
+65 9658 5681
(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 ☒ Form 40-F ☐
EXPLANATORY NOTE
BGIN BLOCKCHAIN LIMITED is reporting its unaudited interim financial results for the six months ended and as of June 30, 2026. The unaudited interim financial results are attached hereto as Exhibit 99.1.
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EXHIBIT INDEX
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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.
| BGIN BLOCKCHAIN LIMITED | ||
| Date: September 25, 2026 | By: | /s/ Qingfeng Wu |
| Name: | Qingfeng Wu | |
| Title: | Chief Executive Officer (principal executive officer) |
|
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Exhibit 99.1
BGIN BLOCKCHAIN LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
(US$, except for number of shares data, or otherwise noted)
(Unaudited)
| June 30, 2026 |
December 31, 2025 |
|||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | 31,420,292 | 26,286,333 | ||||||
| Accounts receivable, net | 123,876 | 9,544 | ||||||
| Inventories | 6,451,291 | 7,849,479 | ||||||
| Prepaid expenses | 2,752,552 | 6,112,779 | ||||||
| Other receivables | 228,176 | 195,417 | ||||||
| Due from related party | — | 949,914 | ||||||
| Intangible assets – cryptocurrencies | 5,483,408 | 22,450,733 | ||||||
| Total current assets | 46,459,595 | 63,854,199 | ||||||
| Non-current assets | ||||||||
| Deposits and other non-current assets | 1,307,634 | 1,436,415 | ||||||
| Right-of-use assets | 1,983,523 | 227,320 | ||||||
| Property and equipment, net | 18,282,220 | 27,317,731 | ||||||
| Total assets | 68,032,972 | 92,835,665 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 2,280,287 | 3,288,728 | ||||||
| Taxes payable | 34,057,113 | 34,086,665 | ||||||
| Contract liabilities | 386,303 | 267,726 | ||||||
| Due to related party | 22,729 | 23,781 | ||||||
| Operating lease liabilities – current | 571,531 | 131,672 | ||||||
| Other payables | 125,405 | 199,384 | ||||||
| Total current liabilities | 37,443,368 | 37,997,956 | ||||||
| Operating lease liabilities – non-current | 1,420,894 | 88,125 | ||||||
| Total liabilities | 38,864,262 | 38,086,081 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Class A ordinary shares, $0.0000695652173913043 par value, 852,581,250 shares authorized, 90,581,566 shares issued and outstanding as of June 30, 2026 and December 31, 2025 | 2,347 | 2,347 | ||||||
| Class B ordinary shares, $0.0000695652173913043 par value, 225,543,750 shares authorized, 22,554,375 shares issued and outstanding as of June 30, 2026 and December 31, 2025 | 523 | 523 | ||||||
| Additional paid-in capital | 26,820,657 | 26,637,236 | ||||||
| Retained earnings | 2,473,936 | 28,096,362 | ||||||
| Accumulated other comprehensive loss | (244,059 | ) | (244,059 | ) | ||||
| Total BGIN BLOCKCHAIN LIMITED shareholders’ equity | 29,053,404 | 54,492,409 | ||||||
| Non-controlling interest | 115,306 | 257,175 | ||||||
| Total liabilities and shareholders’ equity | 68,032,972 | 92,835,665 | ||||||
F-1
BGIN
BLOCKCHAIN LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(US$, except for number of shares data, or otherwise noted)
(Unaudited)
| For The Six Months Ended June 30, 2026 |
For The Six Months Ended June 30, 2025 |
|||||||
| US$ | US$ | |||||||
| Revenues: | ||||||||
| Mining revenue | 5,810,103 | 30,797,322 | ||||||
| Sales of mining machines | 1,023,210 | 9,733,185 | ||||||
| Hosting revenue | 347,609 | 2,311,069 | ||||||
| Mining pool revenue | 192,791 | 4,822,098 | ||||||
| Others | 2,118 | — | ||||||
| Total Revenue | 7,375,831 | 47,663,674 | ||||||
| Costs of Revenues: | ||||||||
| Costs of mining revenue | 8,994,121 | 39,903,509 | ||||||
| Costs of sales of mining machines | 7,721,229 | 7,494,999 | ||||||
| Costs of hosting revenue | 343,497 | 1,799,401 | ||||||
| Costs of mining pool revenue | 190,882 | 4,774,340 | ||||||
| Others | 423 | — | ||||||
| Total costs of revenues | 17,250,152 | 53,972,249 | ||||||
| Gross loss | (9,874,321 | ) | (6,308,575 | ) | ||||
| Operating costs and expenses: | ||||||||
| Selling expenses | 138,817 | 290,862 | ||||||
| General and administrative | 4,508,353 | 13,477,903 | ||||||
| Research and development | 3,572,255 | 7,496,308 | ||||||
| Realized loss on future contracts | — | 560,492 | ||||||
| Rewards earned from crypto short-term investments (right to receive cryptocurrencies) | — | (254,563 | ) | |||||
| Change in fair value of cryptocurrencies | 4,026,164 | 14,374,757 | ||||||
| Impairment of property and equipment | 3,949,734 | 19,124,349 | ||||||
| Total operating costs and expenses | 16,195,323 | 55,070,108 | ||||||
| Loss from operations | (26,069,644 | ) | (61,378,683 | ) | ||||
| Other (income) expenses: | ||||||||
| Foreign exchange loss | 21,943 | 172,275 | ||||||
| Interest income | (66,489 | ) | (900,549 | ) | ||||
| Other income, net | (260,803 | ) | (413,735 | ) | ||||
| Total other income | (305,349 | ) | (1,142,009 | ) | ||||
| Loss before provision for income taxes | (25,764,295 | ) | (60,236,674 | ) | ||||
| Income tax expense | — | 169,047 | ||||||
| Net loss | (25,764,295 | ) | (60,405,721 | ) | ||||
| Net (loss) income attributable to non-controlling interest | (141,869 | ) | 11,281 | |||||
| Net loss attributable to ordinary shareholders | (25,622,426 | ) | (60,417,002 | ) | ||||
| Total | (25,764,295 | ) | (60,405,721 | ) | ||||
| Losses per share attribute to BGIN BLOCKCHAIN LIMITED ordinary shareholders*-basic & diluted | (0.23 | ) | (0.56 | ) | ||||
| Weighted average number of Class A and Class B ordinary shares outstanding*-basic and diluted | 113,135,941 | 108,059,102 | ||||||
| * | The number of ordinary shares has been retrospectively adjusted for the 1-for-10 share subdivision effected on February 3, 2025 (the “February 2025 Share Subdivision”), the increase of share capital effected on February 3, 2025 (the “Share Capital Increase”) and the issuance of an aggregate of 19,770,000 Class A ordinary shares and 5,230,000 Class B ordinary shares on February 3, 2025 to existing shareholders of BGIN BLOCKCHAIN LIMITED on a pro rata basis (the “Share Issuance”), and the 1-for-1.4375 share subdivision effected on July 16, 2025 (the “July 2025 Share Subdivision”) |
F-2
BGIN
BLOCKCHAIN LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
| For The Six Months Ended June 30, 2026 |
For The Six Months Ended June 30, 2025 |
|||||||
| US$ | US$ | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | (25,764,295 | ) | (60,405,721 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 4,153,633 | 12,289,371 | ||||||
| Inventories provision and write-off | 6,878,392 | 5,410,874 | ||||||
| Impairment of property and equipment | 3,949,734 | 19,124,349 | ||||||
| Provision for expected credit losses | 8,220 | 1,427,095 | ||||||
| Write-down of prepaid expenses | — | 3,968,211 | ||||||
| Change in fair value of cryptocurrencies | 4,026,164 | 14,374,757 | ||||||
| Cryptocurrencies mined | (5,883,638 | ) | (35,815,800 | ) | ||||
| Loss from disposal of property and equipment | 35,130 | 104,438 | ||||||
| Share-based compensation | 183,421 | 244,550 | ||||||
| Employee compensation settled by cryptocurrencies | 353,437 | 568,700 | ||||||
| Expenses settled by cryptocurrencies | 359,427 | 3,760,148 | ||||||
| Cryptocurrencies paid to mining pool participants | 190,882 | 4,608,876 | ||||||
| Cryptocurrencies received from mining machine revenue | (215,216 | ) | (9,203,336 | ) | ||||
| Cryptocurrencies received from hosting revenue | (256,716 | ) | (2,153,822 | ) | ||||
| Realized loss on future contracts | — | 560,492 | ||||||
| Rewards earned from crypto short-term investments (right to receive cryptocurrencies) | — | (254,563 | ) | |||||
| Non-cash operating leases expense | 144,677 | 105,158 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Inventories | (5,515,461 | ) | (16,357,530 | ) | ||||
| Prepaid expenses and other assets | 3,489,008 | (24,069,606 | ) | |||||
| Other receivables | (40,979 | ) | 63,304 | |||||
| Accounts payable and accrued liabilities | (806,087 | ) | (1,818,263 | ) | ||||
| Contract liabilities | 119,005 | (27,746 | ) | |||||
| Taxes payable | (29,552 | ) | (16,513,816 | ) | ||||
| Other payables | (64,598 | ) | (113,347 | ) | ||||
| Operating lease liabilities | (128,252 | ) | (118,704 | ) | ||||
| Due to related party | (1,052 | ) | 16,478 | |||||
| Net cash used in operating activities | (14,814,716 | ) | (100,225,453 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Proceeds from disposal of property and equipment | 1,557,026 | — | ||||||
| Purchase of property and equipment | (624,755 | ) | (2,078,324 | ) | ||||
| Proceeds received from sale of cryptocurrencies | 19,016,404 | 16,175,915 | ||||||
| Net cash provided by investing activities | 19,948,675 | 14,097,591 | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Payments of issuance costs for initial public offering | — | (721,872 | ) | |||||
| Dividend paid | — | (4,051,000 | ) | |||||
| Proceeds from share issuance | — | 2,500 | ||||||
| Net cash used in financing activities | — | (4,770,372 | ) | |||||
| Effect of exchange rate changes | — | — | ||||||
| Net increase (decrease) in cash and cash equivalents | 5,133,959 | (90,898,234 | ) | |||||
| Cash and cash equivalents, beginning of period | 26,286,333 | 114,804,348 | ||||||
| Cash and cash equivalents, end of period | 31,420,292 | 23,906,114 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||
| Income taxes paid | 8,594 | 16,682,863 | ||||||
| NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||||||
| Cryptocurrencies invested in short-term investments and future contracts | — | 30,233,693 | ||||||
| Redemption of cryptocurrency short-term investments and future contracts | — | 46,121,357 | ||||||
| Cryptocurrencies lent to related party | — | 218,147 | ||||||
| Cryptocurrencies used to pay dividends | — | 949,000 | ||||||
| Cryptocurrencies received from loan lent to related parties | — | 101,336 | ||||||
| Cryptocurrencies lent to third party | — | 5,000,000 | ||||||
| Property and equipment transferred from inventory | 35,257 | — | ||||||
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