BGIN 6-K
BGIN BLOCKCHAIN Ltd (BGIN)
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-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-42908
BGIN BLOCKCHAIN LIMITED
#09 12 Paya Lebar Square60 Paya Lebar RoadSingapore 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 ☐
Changes in Registrant’s Certifying Accountant
On December 10, 2025, the audit committee of the board of directors of BGIN BLOCKCHAIN LIMITED (the “Company”) resolved not to renew or negotiate new terms for continued engagement with ZH CPA, LLC (“ZH CPA”), the Company’s auditor, and approved the engagement of MaloneBailey, LLP (“MaloneBailey”), an independent registered public accounting firm, to serve as the auditor of the Company, effective December 12, 2025.
ZH CPA’s report on the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the Company’s two most recent fiscal years and through December 10, 2025, there were no disagreements with ZH CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to ZH CPA’s satisfaction, would have caused ZH CPA to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such periods. During the Company’s two most recent fiscal years and through December 10, 2025, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F.
The Company has provided ZH CPA with a copy of the above disclosure and requested that ZH CPA furnish a letter addressed to the Commission stating whether or not it agrees with the above statements. A copy of ZH CPA’s letter is filed hereto as Exhibit 16.1.
During the two most recent fiscal years and any subsequent interim periods prior to the engagement of MaloneBailey, neither the Company, nor someone on behalf of the Company, has consulted MaloneBailey regarding either the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements. Neither a written report was provided to the Company nor was any oral advice provided that MaloneBailey concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue. Additionally, neither the Company, nor anyone on behalf of it, has consulted MaloneBailey regarding any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.
The Company issued a press release on December 15, 2025, announcing the change of auditor. A Copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Exhibit Index
1
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: December 15, 2025 | By: | /s/ Qingfeng Wu |
| Name: | Qingfeng Wu | |
| Title: | Chief Executive Officer<br><br>(principal executive officer) |
2
Exhibit 16.1
December 15, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Sir or Madam,
We have been furnished with a copy of the Form 6-K for the event that occurred on December 10, 2025, to be filed by our former client, Bgin Blockchain Limited. We agree with the statements concerning our firm contained in such Form 6-K.
We have no position to agree or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ ZH CPA, LLC
Denver, Colorado
999 18^th^ Street, Suite 3000, Denver, CO, 80202, USA. Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: [email protected]
Exhibit 99.1
BGIN BLOCKCHAIN LIMITED Announces Appointmentof MaloneBailey, LLP as Independent Registered Public Accounting Firm
SINGAPORE, December 15, 2025 (GLOBE NEWSWIRE) -- BGIN BLOCKCHAIN LIMITED (“BGIN” or the “Company”; NASDAQ: BGIN), a digital asset technology company with proprietary cryptocurrency mining technologies and a manufacturer of cryptocurrency mining hardware, today announced the appointment of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm, effective December 12, 2025, replacing ZH CPA, LLC.
The decision to engage MaloneBailey follows a comprehensive evaluation process and was approved by the Audit Committee and the Board of Directors of the Company. MaloneBailey brings extensive experience in auditing companies within the cryptocurrency sector, positioning the firm well to support BGIN’s ongoing operations and long-term growth objectives in this dynamic industry.
The Company expresses its sincere gratitude to ZH CPA, LLC for their dedicated service and professionalism over the past four years.
About BGIN BLOCKCHAIN LIMITED
BGIN BLOCKCHAIN LIMITED (NASDAQ: BGIN) is a digital asset technology company with proprietary cryptocurrency-mining technologies that leverages its experience in designing ASIC chips and mining machines to penetrate new cryptocurrency opportunities and executing on long term strategic focus on self-mining. BGIN’s mission is to make crypto mining accessible to all by developing innovative products tailored to various market needs, from beginners to large-scale industrial miners. BGIN designs and manufactures mining machines under its ICERIVER brand, providing customers with operational flexibility through advanced mining infrastructure and hosting services.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about BGIN’s beliefs, plans, and expectations, are forward-looking statements. Although BGIN 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 BGIN cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results set forth in BGIN’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Additional factors are discussed in BGIN’s filings with the SEC, which are available for review at www.sec.gov. All information provided in this press release is as of the date of this press release, and BGIN does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
BGIN BLOCKCHAIN LIMITED
Investor Relations
Robin Yang
Media Relations
Brad Burgess