6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of February 2022

CommissionFile Number: 333-256665

MOXIAN(BVI) INC

Unit911, Tower 2, Silvercord, 30 Canton Road

HongKong SAR, China

(Addressof principal executive offices)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORYNOTE

As previously disclosed, on December 6, 2021, Moxian (BVI) Inc (the “Company”) entered into a share purchase agreement (the “SPA”) with certain investors for the planned private placements of 20,000,000 ordinary shares of the Company, at a price of $2.50 per share. Among the investors, several individuals subsequently decided not to make the investment and therefore, the Company terminated the agreements with those individuals. On February 5, 2022, the Company and the investors closed the private placements of 16,000,000 unregistered ordinary shares of the Company pursuant to the SPA. The Company completed the issuance of all the ordinary shares on February 11, 2022. The ordinary shares were issued for an aggregate purchase price of $40,000,000, at $2.50 per share.

As previously disclosed, on December 6, 2021, the Company’s wholly owned Hong Kong subsidiary, Woodland Corporation Limited, entered into an asset purchase agreement (the “APA”) with Starta Technology Services Limited, a Hong Kong company, to acquire certain bitcoin mining assets for a total purchase price of $29.8 million.

Both the private placements and bitcoin minding asset purchase, and the related agreements were approved by the shareholders of the Company at the Special Meeting of the Shareholders held on December 28, 2021.

The asset purchase closed on February 11, 2022, for an aggregate price of $29.8 million. The proceeds from the private placements were used to finance the acquisition of the bitcoin mining assets.

The Company anticipates its bitcoin mining operations will commence before the end of February 2022.

A copy of the press release regarding the closings of the private placement and the asset purchase transactions is attached hereto as Exhibit 99.1.

ExhibitIndex

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

MoxianRaises $40 Million in Private Placements and Starts Bitcoin Mining Operations

HongKong, Feb. 15, 2022 (GLOBE NEWSWIRE) — Moxian (BVI) Inc (“Moxian” or the “Company”) (NASDAQ: MOXC), an Internet media marketing services provider, today announces that the Company has closed its private placement issue of 16 million new ordinary shares at $2.50 per share, raising an aggregate US$40 million. US$29.8 million from the private placement have been utilized to purchase bitcoin mining assets and the balance retained as working capital. Both transactions and the related agreements were approved by the shareholders of the Company at a Special Meeting held on December 28, 2022.

The mining assets will be progressively deployed in operation in the United States beginning at the end of February 2022, representing a first step towards a diversification of the Company’s business.

AboutMoxian (BVI) Inc

Moxian (BVI) Inc, a company organized in the British Virgin Islands in May 2021, is the surviving company following its merger with Moxian, Inc. in August 2021. Moxian (BVI) Inc is based in Hong Kong SAR, China, and currently operates in Beijing, China, as a provider of media marketing services.

Forward-LookingStatements

Thisannouncement contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934 as amended. These forward-lookingstatements are based on the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and may be governed by termssuch as “will,” “expect,” “anticipate,” “future,” “intend,” “plan,”Believe, “estimate”, “potential”, “continue”, “in progress”, “goal”, “guidanceexpectations” and similar statements are identified. The company may also include in its periodic reports to the US Securitiesand Exchange Commission (“SEC”), annual reports to shareholders, press releases and other written materials, as well as oralstatements from third parties to the company’s management, directors or employees. Oral forward-looking statements. Any statementsthat are not historical facts, including statements about the company’s philosophy and expectations, are forward-looking statementsthat involve factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-lookingstatements. These factors and risks include, but are not limited to, the following: company’s goals and strategies; future businessdevelopment; financial status and operating results; expected growth of China’s credit industry, especially the expected growthof China’s online lending platform; market-oriented and credit products and The demand and acceptance of services; and the abilityof credit to attract and retain borrowers and lenders in the market; the relationship between the company and strategic partners; industrycompetition; and policies and regulations related to the company’s structure, business and industry. More detailed informationabout these and other risks and uncertainties is included in the company’s filings with the Securities and Exchange Commission.All information provided in the company’s introduction is the latest information as of the date of publication of the company.Except as provided by applicable law, the company is not obligated to update such information.

Forfurther information, please contact:

Tan Wanhong

Chief Financial Officer

Email: [email protected]