6-K
BIT ORIGIN Ltd (BTOG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACTOF 1934
For the month of February 2026
Commission File Number: 001-38857
BITOrigin Ltd
160 Robinson Road, 12F, SBF Center
Singapore 068914
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.
| Form 20-F x | Form 40-F ¨ |
|---|
INFORMATION CONTAINED IN THIS FORM 6-KREPORT
As previously reported on the report on Form 6-K of Bit Origin Ltd (the “Company”) filed on February 26, 2025, the Company received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) on February 21 notifying the Company that it was not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s ordinary shares was below $1.00 per share for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the Notification Date, until August 20, 2025, to regain compliance with the minimum bid price requirement.
On August 28, 2025, the Company was granted an additional 180 calendar day period, or until February 16, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180-day period.
On February 9, 2026, the Company received a letter from Nasdaq notifying the Company that, for the last 14 consecutive business days, from January 20, 2026 to February 6, 2026, the closing bid price of the Company’s Class A ordinary shares has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter has been closed.
On February 11, 2026, the Company issued a press release entitled “Bit Origin Regains Compliance with Nasdaq Minimum Bid Price Requirement” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Exhibit Index
| ExhibitNumber | Description of Exhibit |
|---|---|
| 99.1 | Press release – Bit Origin Regains Compliance with Nasdaq Minimum Bid Price Requirement, dated February 11, 2026 |
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.
| Date: February 11, 2026 | Bit Origin Ltd | |
|---|---|---|
| By: | /s/ Jinghai Jiang | |
| Name: | Jinghai Jiang | |
| Title: | Chief Executive Officer, Chief operating Officer and Chairwoman of the Board of Directors |
Exhibit 99.1
Bit Origin Ltd Regains Compliance with NasdaqMinimum Bid Price Requirement
SINGAPORE, February 11, 2026 (GLOBE NEWSWIRE) — Bit Origin Ltd (NASDAQ: BTOG) (“Bit Origin” or the “Company”), today announced that it has received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) on February 9, 2026, confirming that the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).
On February 21, 2025, the Company was notified by Nasdaq that its Class A ordinary shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days. According to the notification letter received on February 9, 2026, Nasdaq staff has determined that for the last 14 consecutive business days, from January 20, 2026, to February 6, 2026, the closing bid price of the Company’s Class A ordinary shares has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.
“We are pleased to have successfully regained compliance with Nasdaq’s listing standards, confirming the effectiveness of our recent strategic actions,” said Jinghai Jiang, Chairman and Chief Executive Officer of Bit Origin. “Maintaining our Nasdaq listing is fundamental to our long-term strategy. We remain focused on executing our strategic initiatives and enhancing long-term value for our shareholders.”
About Bit OriginLtd
Bit Origin Ltd (NASDAQ: BTOG) is an emerging growth company focused on digital asset innovation and blockchain-based strategies, including the development of its digital asset treasury initiatives and related ecosystem opportunities. For more information, please visit https://bitorigin.io.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing and effects of the Reverse Stock Split and the Company’s ability to regain or maintain compliance with Nasdaq listing requirements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Company Contact:
Bit Origin Ltd
Mr. Jinghai Jiang, Chairman and Chief Executive Officer
Email: ir@bitorigin.io