BTOG 6-K 2026 - Equibles

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-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-38857

BIT ORIGIN LTD

(Translation of registrant’s name into English)

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

On June 11, 2026, Bit Origin Ltd (the “Company”) entered into a Debt Settlement and Mutual Release Agreement (the “Agreement”) with Jinghai Jiang, the Chief Executive Officer, Chief Operating Officer, Chairman of the Board of the Company and Director (the “CEO”).

Pursuant to the Agreement, the Company will issue 56,180 Class B ordinary shares of par value $0.00006 per share (the “Shares”) to the CEO in full settlement of $100,000 in accrued and unpaid compensation owed to the CEO for the fiscal years of 2026 and 2025 under his employment agreement with the Company dated April 10, 2024 (the “Debt”). The Shares were valued at $1.78 per share, which was the closing price of the Company’s Class A ordinary shares on the trading day immediately preceding the date of the Agreement. Upon the issuance of the Shares, the Debt will be deemed cancelled and paid in full, and the parties have agreed to a mutual release of all claims related thereto.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.

This Report and Exhibit 10.1 of this Report shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-281518), and the registration statement on Form F-3 (File No. 333-275602) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBIT INDEX

ExhibitNo.	Description
10.1	Debt Settlement and Mutual Release Agreement, dated June 11, 2026

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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.

	BIT ORIGIN LTD
Date: June 11, 2026	By:	/s/ Jinghai Jiang
	Name:	Jinghai Jiang
	Title:	Chief Executive Officer, Chief Operating Officer and Chairman of the Board

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Exhibit 10.1

DEBT SETTLEMENT AND MUTUAL RELEASE

Dated as of June 11, 2026

This Debt Settlement and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between (i) Bit Origin Ltd, a Cayman Islands company (the “Company”) and (ii) Jinghai Jiang, the Chief Executive Officer, Chief Operating Officer, Chairman of the Board and Director of the Company (the “CEO”). Each of the Company and the CEO may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the CEO is an officer and director of the Company and is entitled to receive $100,000 as compensation for his service rendered during the fiscal years of 2026 and 2025 pursuant to a certain employment agreement dated April 10, 2024, attached hereto as Exhibit A (the “Debt”);

WHEREAS, the Parties now wish to settle the Debt subject to the terms and conditions as set forth herein; and

NOW, THEREFORE, in consideration of the premises and of the terms and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1.	Cancellation and Release of Debt. Effective as of the Effective Date, the Parties acknowledge and agree that the Debt is hereby cancelled in all respects and shall be of no further force or effect and, to the extent payable, shall be deemed paid in full. The CEO represents and warrants that the Debt represents the total amount due or possibly due to the CEO by the Company and there are no other loans or amounts due to the CEO by the Company.
2.	Payment. Subject to the approval by the compensation committee of the Company, the Company agrees to issue 56,180 Class B ordinary shares, of par value $0.00006 per share (the “Payment”) to the CEO or its assignee(s) or designee(s).
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3.	Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the Parties, on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees, legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity, the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release, acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives, personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”), of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants, controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever, in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have, may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement.
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4.	Full Satisfaction. Upon the completion of the Payment, any and all amounts owing by the Company to the CEO as of the date of such payment shall be deemed fully satisfied.
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5.	No Action. The Parties covenant and agree not to commence or prosecute any action or proceeding against the other Party based on any claims released by the Parties pursuant hereto.
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6.	Choice of Law. This Agreement and any documents to be executed in connection herewith shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of the State of New York, without giving effect to the choice of law provisions.
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7.	Amendments; Modifications; Counterparts. This Agreement shall not be modified, amended, supplemented, or otherwise changed except by a writing signed by all Parties. This Agreement may be executed in counterparts. The execution of this Agreement and the transmission thereof by facsimile or e-mail shall be binding on the Party signing and transmitting same by facsimile or e-mail fully and to the same extent as if a counterpart of this Agreement bearing such Party’s original signature has been delivered.
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[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Agreement as of the Effective Date.

The Company:
Bit Origin Ltd
By:	/s/ Jinghai Jiang
Name:	Jinghai Jiang
Title:	Chief Executive Officer, Chief Operating Officer, Chairman of the Board and Director
The CEO:
By:	/s/ Jinghai Jiang
Name:	Jinghai Jiang