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 November 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 ☐
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: November 14, 2025 | By: | /s/ Qingfeng Wu |
| Name: | Qingfeng Wu | |
| Title: | Chief Executive Officer (principal executive officer) |
2
Exhibit 99.1
BGINBLOCKCHAIN LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETSAS OF JUNE 30, 2025 AND DECEMBER 31, 2024(US$, except share data, or otherwise noted)
| December 31, 2024 | |||
|---|---|---|---|
| US | |||
| Assets | |||
| Current Assets | |||
| Cash and cash equivalents | |||
| Inventories | |||
| Prepaid expenses | |||
| Other receivable | |||
| Deferred issuance costs | |||
| Due from related parties | |||
| Intangible assets – cryptocurrencies | |||
| Rights to receive cryptocurrencies | |||
| Cryptocurrencies loan receivable | |||
| Cryptocurrencies held as collateral | |||
| Total current assets | |||
| Non-current assets | |||
| Deposits and other non-current assets | |||
| Right of use assets | |||
| Deferred income tax assets | |||
| Property and equipment, net | |||
| Total assets | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Liabilities: | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | |||
| Taxes payable | |||
| Contract liabilities | |||
| Due to related party | |||
| Operating lease liability | |||
| Other payables | |||
| Obligation to return collateral | |||
| Total current liabilities | |||
| Operating lease liability – non current | |||
| Total liabilities | |||
| Commitments and contingencies | |||
| Shareholders’ equity | |||
| Class A ordinary shares, 0.0000695652173913043 par value, 852,581,250 shares authorized, 85,581,566 and 85,258,128 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (1) | |||
| Class B ordinary shares, 0.0000695652173913043 par value, 225,543,750 shares authorized, 22,554,375 and 22,554,375 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (1) | |||
| Additional paid-in capital | |||
| Retained earnings | |||
| Accumulated other comprehensive income | ) | ) | |
| Total shareholders’ equity | |||
| Non-controlling interest | |||
| Total liabilities and shareholders’ equity |
All values are in US Dollars.
| (1) | The number of ordinary shares has been retrospectively adjustedfor the 1-for-10 share subdivision effected on February 3, 2025 (the “February 2025 Share Subdivision”), the increase ofshare capital effected on February 3, 2025 (the “Share Capital Increase”) and the issuance of the an aggregate of 19,770,000Class A ordinary shares and 5,230,000 Class B ordinary shares on February 3, 2025 to existing shareholders of BGIN BLOCKCHAIN LIMITEDon a pro rata basis (the “Share Issuance”), and the 1-for-1.4375 share subdivision effected on July 16, 2025 (the “July2025 Share Subdivision”) |
|---|
F-1
BGINBLOCKCHAIN LIMITED****CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024(US$, except share data, or otherwise noted)
| For<br>The Six Months Ended June 30, 2025 | For The Six Months Ended June 30, 2024 | |||
|---|---|---|---|---|
| US | US | |||
| (Unaudited) | (Unaudited) | |||
| Revenues: | ||||
| Mining revenue | ||||
| Sales of machines | ||||
| Hosting revenue | ||||
| Mining pool revenue | ||||
| Total Revenue | ||||
| Costs of Revenues: | ||||
| Costs of mining revenue | ||||
| Costs of sales of mining machines | ||||
| Costs of hosting revenue | ||||
| Costs of mining pool revenue | ||||
| Total costs of revenue | ||||
| Gross profit (loss) | ) | |||
| Operating costs and expenses: | ||||
| Selling expenses | ||||
| General and administrative | ||||
| Research and development | ||||
| Unrealized gain on futures contracts | ) | |||
| Realized loss on futures contracts | ||||
| Rewards earned from crypto short-term investments (right to receive cryptocurrencies) | ) | ) | ||
| Change in fair value of cryptocurrencies | ||||
| Impairment of property and equipment | ||||
| Total operating costs and expenses | ||||
| Income (loss) from operations | ) | |||
| Other (income) expenses: | ||||
| Foreign exchange loss | ||||
| Other income - interest income | ) | ) | ||
| Other (income) expense, net | ) | |||
| Total other income | ) | ) | ||
| Income (loss) before provision for income taxes | ) | |||
| Current income tax expenses | ||||
| Income taxes expense | ||||
| Net income (loss) | ) | |||
| Net income attributable to non-controlling interest | ||||
| Net income (loss) attributable to ordinary shareholders | ) | |||
| Total | ) | |||
| Foreign currency translation adjustment – gain (loss) | ||||
| Comprehensive income (loss) | ) | |||
| Comprehensive income attributable to non-controlling interest | ||||
| Comprehensive income (loss) attributable to ordinary shareholders | ) | |||
| Total | ) | |||
| Basic & diluted net income (loss) per share | ) | |||
| Weighted average number of ordinary shares-basic and diluted |
All values are in US Dollars.
F-2
BGINBLOCKCHAIN LIMITED****CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| For The Six Months Ended June 30, 2024 | |||
|---|---|---|---|
| US | |||
| (Unaudited) | |||
| Cash Flows from Operating Activities: | |||
| Net income (loss) | ) | ||
| Adjustments for items not affecting cash: | |||
| Depreciation | |||
| Inventories provision and write-off | |||
| Impairment of property and equipment | |||
| Change in fair value of cryptocurrencies | |||
| Cryptocurrencies mined | ) | ) | |
| Net loss from disposal of fixed assets | |||
| Share-based payment | |||
| Employee compensation settled by cryptocurrencies | |||
| Expenses settled by cryptocurrencies | |||
| Cryptocurrencies paid to mining pool participants | |||
| Cryptocurrencies received from mining machines revenue | ) | ) | |
| Cryptocurrencies received from hosting revenue | ) | ) | |
| Unrealized gain from cryptocurrency futures contracts | ) | ||
| Realized loss on futures contracts | |||
| Rewards earned from crypto short-term investments (right to receive cryptocurrencies) | ) | ) | |
| Interest from crypto loan | ) | ||
| Non-cash operating leases expense | ) | ) | |
| Credit loss | |||
| Changes in operating assets and liabilities | |||
| Accounts receivable | |||
| Inventories | ) | ) | |
| Prepaid expenses and other assets | ) | ) | |
| Other receivable | ) | ||
| Due from related party | ) | ||
| Accounts payable and accrued liabilities | ) | ||
| Contract liabilities | ) | ||
| Taxes payable | ) | ||
| Other payables | ) | ) | |
| Net cash used in operating activities | ) | ) | |
| Cash Flows from Investing Activities: | |||
| Purchase of property and equipment | ) | ) | |
| Proceeds received from sale of cryptocurrencies | |||
| Net cash provided by investing activities | |||
| Cash Flows from Financing Activities: | |||
| Proceeds from (repayments) of related parties | ) | ||
| Payments of issuance costs for IPO | ) | ) | |
| Dividend paid | ) | ||
| Capital contribution from shareholders | |||
| Net cash used in financing activities | ) | ) | |
| Effect of foreign exchange rate changes | |||
| Net increase (decrease) in cash, cash equivalents | ) | ||
| Cash and cash equivalents, beginning of period | |||
| Cash and cash equivalents, end of period | |||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||
| Income taxes paid | ) | ) | |
| Cryptocurrencies converted into Tether (T) | ) | ) | |
| Cryptocurrencies invested in short-term investments | ) | ) | |
| Cryptocurrencies paid to borrower | ) | ||
| Redemption of cryptocurrency short-term investments | |||
| Cryptocurrencies deposited as margins for futures contracts | ) | ||
| Cryptocurrencies received from related party | |||
| Cryptocurrencies used for payments of due to related party | ) | ||
| Cryptocurrencies used for payments of dividends | ) | ) | |
| Cryptocurrency due from third party | |||
| Right of use assets acquired in exchange for operating lease liabilities |
All values are in US Dollars.
F-3
Exhibit 99.2
BGIN BLOCKCHAIN LIMITED Reports Unaudited Financial Results forthe Six Months Ended June 30, 2025
SINGAPORE, Nov. 14, 2025 (GLOBE NEWSWIRE) -- BGIN BLOCKCHAIN LIMITED (“BGIN” or the “Company”; NASDAQ: BGIN), a digital asset technology company with proprietary cryptocurrency mining technologies and an innovator in cryptocurrency mining hardware and infrastructure, today released its unaudited financial results for the six months ended June 30, 2025 (“1H 2025”).
1H 2025 Financial Highlights
| ● | Total revenue was US$47.7 million, compared with US$144.5 million in the same period of 2024. |
|---|---|
| ● | Mining revenue increased by 164.4% year-over-year to US$30.8 million. |
| --- | --- |
| ● | Gross loss was US$6.3 million, compared with gross profit of US$84.8 million in the same period of 2024. |
| --- | --- |
Management Commentary
“The first half of 2025 presented significant headwinds for the alternative crypto mining sector, primarily driven by a sharp decline in the market price of KAS coin,” said Mr. Allen Qingfeng Wu, Chief Executive Officer of BGIN. “This directly impacted the demand for our mining machines, which has historically been our primary revenue source. In response, we executed a strategic pivot, reallocating resources away from low margin mining pool revenue stream and significantly scaling our self-mining operations. This is reflected in our mining revenue, which grew by 164% to $30.8 million in 1H 2025, demonstrating our operational flexibility.”
Mr. Pengju Wang, Co-Chief Financial Officer of BGIN, added, “Our financial results for the period reflect the challenging market conditions, particularly the contraction in high-margin machine sales. However, we have taken decisive actions to preserve our strong liquidity position. Our focus remains on strategic capital allocation towards our proprietary R&D and mining farm investment, which we believe is the key to value creation and long-term competitiveness in this cyclical industry.”
1H 2025 Unaudited Financial Results
Total revenues were US$47.7 million, compared with US$144.5 million in the same period of 2024.
| ● | Mining revenue was US$30.8 million, an increase of 164.4% from US$11.6 million. This was primarily due<br>to the Company’s expanded deployment of KAS mining machines, increasing the number of machines in operation. |
|---|---|
| ● | Revenue from sales of mining machines was US$9.7 million, compared with US$94.9 million from the same<br>period of 2024. The change was primarily due to the decrease in the market price of KAS, which resulted in significantly lower demand<br>and the number of units sold (6,618 units sold in 1H 2025 vs. 47,252 in 1H 2024). |
| --- | --- |
| ● | Revenue from hosting services was US$2.3 million, compared with US$2.1 million from the same period of<br>2024, remaining largely stable year-over-year. |
| --- | --- |
| ● | Revenue from mining pool was US$4.8 million, compared with US$35.8 million from the same period of 2024.<br>The change was due to the Company’s strategic decision in February 2025 to shift its mining pool operations primarily for internal<br>use due to its lower gross profit margin and limited long-term strategic value. |
| --- | --- |
1
Costs of revenue were US$54.0 million in 1H 2025, a decrease of 9.6% from US$59.7 million in 1H 2024. The decrease reflected lower costs of mining machine sales and mining pool costs, offset by a significant increase in self-mining costs, due to higher electricity rates and depreciation from the increased machine deployment.
Gross loss was US$6.3 million in 1H 2025, compared to a gross profit of US$84.8 million in the same period of 2024. The negative swing was primarily driven by the margin compression in machine sales and the gross loss from the scaled self-mining operations, where increased revenue was offset by even higher operational costs.
Operating costs and expenses were US$55.1 million in 1H 2025, an increase of 582.8% from US$8.1 million in the same period of 2024. The increase was primarily due to a US$19.1 million non-cash impairment charge on property and equipment, a US$13.3 million increase in the change in fair value of cryptocurrencies, and higher research and development and general and administrative expenses.
Basic & diluted net loss per share was US$0.56 in 1H 2025, compared to basic & diluted net income per share of US$0.59 in the same period of 2024.
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
ir@bgin.com
Robin Yang
BGIN.IR@icrinc.com
Media Relations
pr@bgin.com
Brad Burgess
BGIN.PR@icrinc.com
2
BGINBLOCKCHAIN LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETSAS OF JUNE 30, 2025 AND DECEMBER 31, 2024(US$, except share data, or otherwise noted)
| December 31, 2024 | |||
|---|---|---|---|
| US | |||
| Assets | |||
| Current Assets | |||
| Cash and cash equivalents | |||
| Inventories | |||
| Prepaid expenses | |||
| Other receivable | |||
| Deferred issuance costs | |||
| Due from related parties | |||
| Intangible assets – cryptocurrencies | |||
| Rights to receive cryptocurrencies | |||
| Cryptocurrencies loan receivable | |||
| Cryptocurrencies held as collateral | |||
| Total current assets | |||
| Non-current assets | |||
| Deposits and other non-current assets | |||
| Right of use assets | |||
| Deferred income tax assets | |||
| Property and equipment, net | |||
| Total assets | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Liabilities: | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | |||
| Taxes payable | |||
| Contract liabilities | |||
| Due to related party | |||
| Operating lease liability | |||
| Other payables | |||
| Obligation to return collateral | |||
| Total current liabilities | |||
| Operating lease liability – non current | |||
| Total liabilities | |||
| Commitments and contingencies | |||
| Shareholders’ equity | |||
| Class A ordinary shares, 0.0000695652173913043 par value, 852,581,250 shares authorized, 85,581,566 and 85,258,128 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (1) | |||
| Class B ordinary shares, 0.0000695652173913043 par value, 225,543,750 shares authorized, 22,554,375 and 22,554,375 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (1) | |||
| Additional paid-in capital | |||
| Retained earnings | |||
| Accumulated other comprehensive income | ) | ) | |
| Total shareholders’ equity | |||
| Non-controlling interest | |||
| Total liabilities and shareholders’ equity |
All values are in US Dollars.
| (1) | 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 the 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”) |
|---|
3
BGINBLOCKCHAIN LIMITED****CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024(US$, except share data, or otherwise noted)
| For The Six Months Ended June 30, 2025 | For The Six Months Ended June 30, 2024 | |||
|---|---|---|---|---|
| US | US | |||
| (Unaudited) | (Unaudited) | |||
| Revenues: | ||||
| Mining revenue | ||||
| Sales of machines | ||||
| Hosting revenue | ||||
| Mining pool revenue | ||||
| Total Revenue | ||||
| Costs of Revenues: | ||||
| Costs of mining revenue | ||||
| Costs of sales of mining machines | ||||
| Costs of hosting revenue | ||||
| Costs of mining pool revenue | ||||
| Total costs of revenue | ||||
| Gross profit (loss) | ) | |||
| Operating costs and expenses: | ||||
| Selling expenses | ||||
| General and administrative | ||||
| Research and development | ||||
| Unrealized gain on futures contracts | ) | |||
| Realized loss on futures contracts | ||||
| Rewards earned from crypto short-term investments (right to receive cryptocurrencies) | ) | ) | ||
| Change in fair value of cryptocurrencies | ||||
| Impairment of property and equipment | ||||
| Total operating costs and expenses | ||||
| Income (loss) from operations | ) | |||
| Other (income) expenses: | ||||
| Foreign exchange loss | ||||
| Other income - interest income | ) | ) | ||
| Other (income) expense, net | ) | |||
| Total other income | ) | ) | ||
| Income (loss) before provision for income taxes | ) | |||
| Current income tax expenses | ||||
| Income taxes expense | ||||
| Net income (loss) | ) | |||
| Net income attributable to non-controlling interest | ||||
| Net income (loss) attributable to ordinary shareholders | ) | |||
| Total | ) | |||
| Foreign currency translation adjustment – gain (loss) | ||||
| Comprehensive income (loss) | ) | |||
| Comprehensive income attributable to non-controlling interest | ||||
| Comprehensive income (loss) attributable to ordinary shareholders | ) | |||
| Total | ) | |||
| Basic & diluted net income (loss) per share | ) | |||
| Weighted average number of ordinary shares-basic and diluted |
All values are in US Dollars.
4
BGINBLOCKCHAIN LIMITED****CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| For The Six Months Ended June 30, 2024 | |||
|---|---|---|---|
| US | |||
| (Unaudited) | |||
| Cash Flows from Operating Activities: | |||
| Net income (loss) | ) | ||
| Adjustments for items not affecting cash: | |||
| Depreciation | |||
| Inventories provision and write-off | |||
| Impairment of property and equipment | |||
| Change in fair value of cryptocurrencies | |||
| Cryptocurrencies mined | ) | ) | |
| Net loss from disposal of fixed assets | |||
| Share-based payment | |||
| Employee compensation settled by cryptocurrencies | |||
| Expenses settled by cryptocurrencies | |||
| Cryptocurrencies paid to mining pool participants | |||
| Cryptocurrencies received from mining machines revenue | ) | ) | |
| Cryptocurrencies received from hosting revenue | ) | ) | |
| Unrealized gain from cryptocurrency futures contracts | ) | ||
| Realized loss on futures contracts | |||
| Rewards earned from crypto short-term investments (right to receive cryptocurrencies) | ) | ) | |
| Interest from crypto loan | ) | ||
| Non-cash operating leases expense | ) | ) | |
| Credit loss | |||
| Changes in operating assets and liabilities | |||
| Accounts receivable | |||
| Inventories | ) | ) | |
| Prepaid expenses and other assets | ) | ) | |
| Other receivable | ) | ||
| Due from related party | ) | ||
| Accounts payable and accrued liabilities | ) | ||
| Contract liabilities | ) | ||
| Taxes payable | ) | ||
| Other payables | ) | ) | |
| Net cash used in operating activities | ) | ) | |
| Cash Flows from Investing Activities: | |||
| Purchase of property and equipment | ) | ) | |
| Proceeds received from sale of cryptocurrencies | |||
| Net cash provided by investing activities | |||
| Cash Flows from Financing Activities: | |||
| Proceeds from (repayments) of related parties | ) | ||
| Payments of issuance costs for IPO | ) | ) | |
| Dividend paid | ) | ||
| Capital contribution from shareholders | |||
| Net cash used in financing activities | ) | ) | |
| Effect of foreign exchange rate changes | |||
| Net increase (decrease) in cash, cash equivalents | ) | ||
| Cash and cash equivalents, beginning of period | |||
| Cash and cash equivalents, end of period | |||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||
| Income taxes paid | ) | ) | |
| Cryptocurrencies converted into Tether (T) | ) | ) | |
| Cryptocurrencies invested in short-term investments | ) | ) | |
| Cryptocurrencies paid to borrower | ) | ||
| Redemption of cryptocurrency short-term investments | |||
| Cryptocurrencies deposited as margins for futures contracts | ) | ||
| Cryptocurrencies received from related party | |||
| Cryptocurrencies used for payments of due to related party | ) | ||
| Cryptocurrencies used for payments of dividends | ) | ) | |
| Cryptocurrency due from third party | |||
| Right of use assets acquired in exchange for operating lease liabilities |
All values are in US Dollars.
5