SEC Form 6-K filed by Bit Origin Limited

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.

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

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.