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 February 2025

Commission File Number: 001-38857

BITORIGIN LTD

(Translation of registrant’s name into English)

27F, Samsung Hub

3 Church Street Singapore 049483

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.

INFORMATION CONTAINED IN THIS FORM 6-KREPORT

On February 21, 2025, Bit Origin Ltd (the “Company”) received a letter from the Listings Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its ordinary shares, par value US$0.30 per share (“Ordinary Shares”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “BTOG.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until August 20, 2025 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company 's Ordinary Shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by August 20, 2025, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If Nasdaq determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, Nasdaq will provide notice that the Ordinary Shares will be subject to delisting. The Company would have the right to appeal a determination to delist its Ordinary Shares to a hearings panel.

On February 25, 2025, the Company issued a press release entitled “BTOG Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency.” A copy of the please release is filed as Exhibit 99.1 to this Current Report on 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 AnnouncesReceipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

New York, February 25, 2025 (GLOBE NEWSWIRE) – Bit Origin Ltd (NASDAQ: BTOG) ("Bit Origin" or the "Company"), an emerging growth company engaged in the crypto mining business with diversified expansion strategies, today announced that it has received a notification letter from the Nasdaq Stock Market LLC ("Nasdaq") on February 21, 2025, indicating that the Company is not in compliance with Nasdaq’s minimum bid price requirement.

Nasdaq Listing Rule 5550(a)(2) requires that listed securities maintain a minimum bid price of $1.00 per share. The notification letter stated that the Company’s ordinary shares have failed to maintain this minimum bid price for the last 30 consecutive business days, from January 7, 2025, to February 20, 2025.

The notification does not immediately impact the listing or trading of the Company’s ordinary shares on Nasdaq. Under Nasdaq rules, Bit Origin Limited has been granted a compliance period of 180 calendar days, until August 20, 2025, to regain compliance. If, at any time during this period, the closing bid price of the Company’s stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will confirm compliance, and the matter will be resolved.

If the Company is unable to regain compliance by August 20, 2025, it may be eligible for additional time. To qualify, the Company will be required to meet continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement and will need to provide written notice of its intention to cure the deficiency during the second compliance period, which may include implementing a reverse stock split if necessary.

The Company is actively monitoring the bid price of its ordinary shares and is considering all available options to regain compliance with Nasdaq’s requirements. Bit Origin Limited remains committed to delivering value to its shareholders and maintaining its listing on Nasdaq.

About Bit Origin 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 the cryptocurrency 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 Act of1995. 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. Althoughthe Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that suchexpectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipatedresults.

Company Contact

Bit Origin Ltd

Mr. Jiang Jinghai, Chairman of the Board, CEO and COO

Email: ir@bitorigin.io

To keep updated on Bit Origin’s news releases and SEC filings, please subscribe to email alerts at https://bitorigin.io/contact