6-K

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 June 2022

Commission File Number: 001-38857

BITORIGIN LTD

(Translation of registrant’s name into English)

375 park Ave, Fl 1502

New York, NY 10152

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.

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):  ¨

As previously reported on a Report on Form 6-K filed by Bit Origin Ltd (the “Company”) with the U.S. Securities and Exchange Commission on June 7, 2022, the Company closed an underwritten public offering of 9,803,922 ordinary shares (the “Shares”), par value US$0.01 per share, of the Company (the “Ordinary Shares”), on a firm commitment basis, at an offering price of US$0.51 per share, for gross proceeds of approximately $5 million (the “Offering”) pursuant to the underwriting agreement (the “Underwriting Agreement”) entered into by and between the Company and Univest Securities, LLC (the “Underwriter”), dated June 3, 2022. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 45-day option to purchase up to an additional 1,470,588 Ordinary Shares (the “Option Shares”), representing up to 15% of the number of the Shares sold in the Offering, solely to cover over-allotments (the “Over-allotment Option”). On June 27, 2022, the Underwriter fully exercised the Over-allotment Option, and on June 29, 2022, the Company closed the offering of the Option Shares, for aggregate gross proceeds of approximately $5.75 million less applicable underwriter discounts and other offering fees and expenses.

In connection with such closing and pursuant to the Underwriting Agreement, the Company issued to the Underwriter warrants to purchase up to 73,530 Ordinary Shares, representing 5% of the Option Shares issued and sold, at an initial exercise price of $0.51 per share, subject to certain adjustments.

On June 29, 2022, the Company issued a press release announcing the issuance of the Option Shares and the closing of such offering. A copy of such press release is filed as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

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.

Exhibit 99.1

Bit Origin Ltd AnnouncesFull Exercise of Underwriter’s Over-Allotment Option in Underwritten Public Offering of Ordinary Shares

New York, June 29, 2022 (GLOBE NEWSWIRE) -- Bit Origin Ltd (NASDAQ: BTOG) ("Bit Origin" or the "Company"), an emerging growth company engaged in crypto mining business with diversified expansion strategies, today announced that the underwriter of its previously completed underwritten public offering of ordinary shares, has fully exercised its option to purchase an additional 1,470,588 ordinary shares at an offering price of $0.51 per ordinary share, resulting in additional gross proceeds of approximately $0.75 million before underwriting discounts and estimated offering expenses.

After giving effect to the full exercise of the over-allotment option, the total number of ordinary shares sold by Bit Origin in the offering increased to 11,274,510 and total gross proceeds of the offering increased to approximately $5.75 million, before underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds from the offering for working capital and general business purposes.

Univest Securities, LLC acted as the sole book runner for the offering. Ortoli Rosenstadt LLP served as counsel to the Company, and Hunter Taubman Fischer & Li LLC served as counsel to Univest Securities, LLC in connection with the offering.

The sale of the ordinary shares in the offering was made pursuant to a shelf registration statement on Form F-3 (File No. 333-238700), previously filed with the U.S. Securities and Exchange Commission (the "SEC") on May 26, 2020, and declared effective on July 7, 2020. Such securities are being offered only by means of a prospectus. A final prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on June 7, 2022. When available, copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained at the SEC's website www.sec.gov or by contacting Univest Securities, LLC by email at info@univest.us or standard mail to Univest Securities, LLC, 75 Rockefeller Plaza, Suite 18C, New York, NY 10019.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About BitOrigin Ltd

Bit Origin Ltd, formerly known as China Xiangtai Food Co., Ltd., is an emerging growth company operating in the United States and engaged in crypto mining business. The Company is also actively deploying blockchain technologies, alongside diversified expansion strategies. For more information, please visit https://bitorigin.io.

Safe Harbor Statement

This announcementcontains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Actof 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-lookingstatements involve known and unknown risks and uncertainties and are based on current expectations and projections about future eventsand financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financialneeds. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-lookingstatements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law.Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure youthat such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially fromthe anticipated results.

Company Contact

Bit Origin Ltd

Lucas Wang

Phone: +1-347-556-4747

Email: ir@bitorigin.io

Investor Relations Contact

Ms. Tina Xiao, President

Ascent Investor Relations LLC

Phone: +1-917-609-0333

Email: tina.xiao@ascent-ir.com