Core Viewpoint - Bit Origin Ltd is seeking confirmation for a proposed share capital reduction, which will be discussed in a court hearing scheduled for June 5, 2025 [1][3]. Group 1: Share Capital Reduction Details - The company approved a special resolution on March 14, 2025, to reduce the par value of each authorized share from US$0.30 to US$0.000001, pending court confirmation [2]. - Following the share capital reduction, the authorized share capital will be US$500, divided into 500,000,000 shares, including 475,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares [2]. Group 2: Court Hearing Information - A petition for the confirmation of the share capital reduction was presented to the Grand Court of the Cayman Islands on May 1, 2025, and will be heard at 10:00 a.m. on June 5, 2025 [3]. - Creditors or shareholders wishing to oppose the confirmation must notify the company's legal representatives at least 24 hours before the hearing, by June 4, 2025 [4]. Group 3: Company Background - Bit Origin Ltd, formerly known as China Xiangtai Food Co., Ltd., operates in the cryptocurrency mining business and is actively deploying blockchain technologies [5].

[Consolidated Financial Statements](index=1&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for the six months ended December 31, 2024, reflect a significant strategic pivot, zero revenue, a net loss of $2.8 million, and severe liquidity challenges with negative shareholder equity [Consolidated Balance Sheets](index=1&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2024, the company's financial position significantly weakened with total assets decreasing by 39.6% and shareholders' equity turning negative to -$1.9 million Consolidated Balance Sheet Highlights (unaudited) | Balance Sheet Item | December 31, 2024 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $29,756 | $1,409,070 | -97.9% | | Total current assets | $4,033,749 | $6,684,745 | -39.6% | | Total assets | $4,033,749 | $6,684,745 | -39.6% | | Total liabilities | $5,932,694 | $5,775,162 | +2.7% | | Total equity | $(1,898,945) | $909,583 | Negative Turn | [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=2&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) For the six months ended December 31, 2024, the company reported zero revenue and a net loss of $2.8 million, reflecting the cessation of mining operations, though an improvement from the prior year's $7.1 million loss Statement of Operations Highlights (unaudited) | Metric | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :--- | :--- | :--- | | Total Revenues | $0 | $2,888,482 | | Gross Profit (Loss) | $0 | $(945,202) | | Loss from Operations | $(1,906,578) | $(6,751,879) | | Net Loss | $(2,819,073) | $(7,058,158) | | Loss Per Share (Basic & Diluted) | $(0.34) | $(1.99) | - The company had **no cryptocurrency mining revenue** in the six months ended December 31, 2024, compared to **$2.9 million** in the prior year period, reflecting the cessation of mining operations[3](index=3&type=chunk) [Consolidated Statements of Changes in Shareholders' Equity](index=3&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity declined from $0.9 million to a deficit of -$1.9 million by December 31, 2024, primarily driven by the $2.8 million net loss for the period Key Changes in Shareholders' Equity (Six Months Ended Dec 31, 2024) | Item | Amount | | :--- | :--- | | Balance, June 30, 2024 | $909,583 | | Net loss | $(2,819,073) | | Conversion of convertible debenture | $10,545 | | Exercise of warrants | $0 | | Balance, December 31, 2024 | $(1,898,945) | [Consolidated Statements of Cash Flows](index=4&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended December 31, 2024, the company experienced a net cash decrease of $1.4 million, with $2.9 million used in operating activities, partially offset by $1.5 million from investing activities Cash Flow Summary (unaudited) | Cash Flow Activity | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,925,202) | $(4,620,364) | | Net cash provided by investing activities | $1,545,888 | $3,718,828 | | Net cash provided by financing activities | $0 | $7,773,271 | | **Change in Cash and Cash Equivalents** | **$(1,379,314)** | **$6,871,735** | | **Cash and Cash Equivalents, end of period** | **$29,756** | **$6,888,009** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's strategic pivot from Bitcoin mining to hardware sales, highlight a going concern warning due to significant losses and low cash, and outline subsequent events including capital restructuring and executive changes [Note 1 – Nature of business and organization](index=6&type=section&id=Note%201%20%E2%80%93%20Nature%20of%20business%20and%20organization) This note outlines the company's business model shift from Bitcoin mining, ceased in December 2023 due to high costs, to becoming a non-exclusive sales representative for Aethir Edge miners since June 2024 - The company **ceased Bitcoin mining operations** in **December 2023** because of **high operating costs** in the United States[10](index=10&type=chunk) - Since **June 2024**, the company has become a **non-exclusive sales representative** for **Aethir Edge miners**, and in 2025, it entered agreements to sell **295 units**[10](index=10&type=chunk) [Note 2 – Summary of significant accounting policies](index=6&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20significant%20accounting%20policies) This note highlights the company's critical liquidity and going concern warning, with a cash balance of $30,000 and a $2.8 million operating loss, outlining management's plans for remediation through sales, public offering, and debenture conversions - The company's financial condition, with a **cash balance of approximately $30,000** and a six-month **operating loss of $2.8 million**, raises **substantial doubt** about its ability to continue as a **going concern**[13](index=13&type=chunk) - To remediate its financial situation, the company is focusing on **selling Aethir Edge miners**, **planning a public offering**, and **converting debentures into equity**[14](index=14&type=chunk)[20](index=20&type=chunk) - For cryptocurrency miner sales, the company acts as an **agent** and recognizes revenue on a **net basis**, representing the **commission earned**[53](index=53&type=chunk) - In the prior year period (six months ended Dec 31, 2023), the company recognized a **significant impairment loss of $4,530,587** on **long-lived assets**, with **no such impairment** recorded in the current period[31](index=31&type=chunk) [Note 3 – Cryptocurrencies](index=21&type=section&id=Note%203%20%E2%80%93%20Cryptocurrencies) This note details the company's cryptocurrency holdings of 4.47 BTC valued at $178,687 as of December 31, 2024, which were subsequently sold in January 2025 for approximately $0.4 million, yielding a $0.2 million gain Cryptocurrency Balance (BTC) | Date | Quantity (in coins) | Amount | | :--- | :--- | :--- | | June 30, 2024 | 4.47 | $178,687 | | December 31, 2024 | 4.47 | $178,687 | - The full balance of **4.47 BTC** was sold in **January 2025** for **approximately $0.4 million**, with a **gain on disposal of approximately $0.2 million** recognized[69](index=69&type=chunk) [Note 8 – Convertible Debentures](index=25&type=section&id=Note%208%20%E2%80%93%20Convertible%20Debentures) This note details the company's convertible debentures, with a combined remaining balance of $7.77 million as of December 31, 2024, which were subsequently fully converted into ordinary shares in early 2025 Convertible Debentures Summary | Item | December 31, 2024 | June 30, 2024 | | :--- | :--- | :--- | | Remaining Principal Balance | $7,770,000 | $7,780,000 | | Less: discount and issuance cost | $(2,072,929) | $(2,615,989) | | **Total Net Balance** | **$5,697,071** | **$5,164,011** | - Subsequent to the reporting period, the remaining **$5.78M** balance of the December 2023 debenture was **fully converted** into **9,477,901 ordinary shares** in **March 2025**[92](index=92&type=chunk) - Subsequent to the reporting period, the remaining **$1.99M** balance of the May 2024 Exchange Note was **fully converted** into **2,802,200 ordinary shares** in **February 2025**[96](index=96&type=chunk) [Note 9 – Equity](index=29&type=section&id=Note%209%20%E2%80%93%20Equity) This note details equity changes, including executive departures of CEO Lucas Wang and President Jiaming Li, and a decrease in outstanding warrants due to 1,228,000 cashless exercises - **CEO Lucas Wang resigned** on **April 10, 2024**, and his **unvested shares were forfeited**[99](index=99&type=chunk) - **President Jiaming Li resigned** on **November 27, 2023**, and the Board passed a resolution to issue his remaining unvested shares[100](index=100&type=chunk) - During the six months ended December 31, 2024, **1,228,000 warrants** were exercised on a **cashless basis**, resulting in the issuance of **708,424 ordinary shares**[103](index=103&type=chunk) [Note 11 – Subsequent Events](index=33&type=section&id=Note%2011%20%E2%80%93%20Subsequent%20Events) This note describes critical subsequent events, including shareholder approval in March 2025 of a dual-class share structure and authorization for a reverse stock split to restructure capital and potentially regain exchange compliance - In **March 2025**, shareholders approved a **dual-class share structure**, creating **Class A shares (1 vote)** and **Class B shares (20 votes)**[106](index=106&type=chunk)[107](index=107&type=chunk) - Shareholders also approved a **reverse stock split** of all shares at a **ratio between 1-for-2 and 1-for-200**, with the final ratio at the Board's discretion[107](index=107&type=chunk)

Core Points - Bit Origin Ltd has received a notification from Nasdaq indicating non-compliance with the minimum bid price requirement of $1.00 per share [1][2] - The company's ordinary shares have failed to maintain this minimum bid price for 30 consecutive business days from January 7, 2025, to February 20, 2025 [2] - Bit Origin has a compliance period of 180 calendar days until August 20, 2025, to regain compliance [3] - If the company fails to regain compliance by the deadline, it may be eligible for additional time under certain conditions [4] - The company is actively monitoring its share price and considering options to regain compliance [5] Company Overview - Bit Origin Ltd is an emerging growth company engaged in the cryptocurrency mining business and deploying blockchain technologies [6]

Core Points - Bit Origin Ltd has received a notification from Nasdaq indicating non-compliance with the minimum stockholders' equity requirement, specifically failing to maintain at least $2,500,000 in stockholders' equity [1][2] - As of June 30, 2024, the company's reported stockholders' equity was $909,583 [1] - The company has 45 days to submit a plan to regain compliance, with the possibility of an extension of up to 180 days if the plan is accepted [2] Company Overview - Bit Origin Ltd, previously known as China Xiangtai Food Co., Ltd, operates in the cryptocurrency mining sector and is based in the United States [3] - The company is also involved in deploying blockchain technologies and has diversified expansion strategies [3]

Core Viewpoint - Bit Origin Ltd has received a notification from Nasdaq indicating non-compliance with the minimum stockholders' equity requirement for continued listing, reporting only $909,583 in stockholders' equity against the required $2,500,000 [1][2]. Group 1: Compliance Notification - The Notification Letter states that Bit Origin has 45 calendar days to submit a plan to regain compliance with Nasdaq's listing Rule 5550(b)(1) [2]. - If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days to demonstrate compliance [2]. - The Notification Letter does not have an immediate effect on the trading of Bit Origin's securities, which will continue to trade under the symbol "BTOG" [2]. Group 2: Company Overview - Bit Origin Ltd, previously known as China Xiangtai Food Co., Ltd., operates in the cryptocurrency mining business and is based in the United States [3]. - The company is also involved in deploying blockchain technologies and has diversified expansion strategies [3].

Regulatory Environment - The company is subject to extensive laws and regulations governing its operations, which may impose significant costs and liabilities, particularly in relation to environmental compliance and health and safety standards [38]. - New legislation, such as the Crypto-Asset Environmental Transparency Act, could require the company to report greenhouse gas emissions and obtain permits, potentially increasing operational costs [54]. - The SEC's evolving stance on digital assets may impact the company's ability to hold or trade certain assets, affecting liquidity and market value [56]. - The company faces regulatory scrutiny regarding the classification of its digital assets, which could lead to fines and penalties if deemed securities [50]. - Future climate change regulations could impose significant costs on the company and its suppliers, impacting competitiveness and operational viability [46]. - The lack of consistent climate legislation creates economic uncertainty for the company, particularly in the high-energy-demand Bitcoin mining sector [46]. - Regulatory changes related to electricity consumption by mining companies could adversely affect the company's operational results [49]. - There is uncertainty regarding the regulatory status of digital assets, which could lead to compliance costs and affect business operations [90]. - The ongoing regulatory developments may materially impact the treatment of digital assets, affecting the company's business and financial condition [99]. - Regulatory actions in various countries could severely restrict the ability to acquire, own, or use cryptocurrencies, affecting the company's operations [138]. - The CEA imposes requirements on certain Bitcoin transactions, which may lead to additional regulatory oversight by the CFTC [228]. Financial Performance and Risks - The company's Bitcoin mining operations require substantial power, and profitability is contingent on maintaining electricity costs lower than generated revenue [45]. - The company faces significant risks related to the fluctuation of Bitcoin prices, which are expected to impact operational results [81]. - The company’s Bitcoin holdings are less liquid than cash and cash equivalents, impacting liquidity [71]. - The market price of the company's ordinary shares has recently declined significantly, with potential risks of delisting from Nasdaq [100]. - Future financing may cause dilution in shareholder ownership or impose restrictions on operations [101]. - The company faces material weaknesses in internal control over financial reporting, which could adversely affect the accuracy of financial results [109]. - The company does not expect to pay dividends in the foreseeable future, relying on price appreciation for returns on investment [98]. - The company's ability to pay dividends may be limited by restrictions on its subsidiaries' ability to make dividend payments [175]. - Future sales of substantial amounts of ordinary shares could adversely affect the market price and the Company's ability to raise capital [199]. - The company may require additional capital to support business growth, which may not be available on acceptable terms [148]. Operational Challenges - The company temporarily ceased its Bitcoin mining operations in the United States due to high operating costs as of December 2023, with 1,112 Aethir Cloud rendering miners currently in operation [105]. - The company plans to enter into hosting service contracts for suitable miners' facilities, with potential risks if sufficient power supply is not secured [107]. - The company suspended operations in Georgia due to high energy prices and moved 1,490 miners to a facility in Indiana [183]. - The company entered into a service agreement with Ever Best Bit Limited to assist in finding data mining host services, with fees calculated at $0.020 per kWh [185]. - The average monthly fees for hosting services in Indiana from July 2022 to August 2023 were tracked, indicating ongoing operational costs [186]. - The company faces risks related to internet disruptions, which could adversely affect cryptocurrency prices and operations [121]. - The company may face increased competition for suitable mining locations, impacting its operational viability [136]. - The company pledged 55 Bitcoins as collateral for financings and short-term loans, with a significant decrease in Bitcoin value potentially leading to margin calls [163]. Bitcoin Market Dynamics - Bitcoin prices have fluctuated significantly, ranging from approximately $35,041 per coin in June 2021 to $30,477 in June 2023, and projected to be $62,678 in June 2024 [110]. - The Bitcoin mining reward will halve from 6.25 Bitcoin per block to 3.125 Bitcoin per block in April 2024, reducing daily rewards from approximately 900 Bitcoin to 450 Bitcoin [134]. - The upcoming Bitcoin halving events may not lead to a corresponding increase in Bitcoin prices, potentially decreasing revenue from mining operations [134]. - Bitcoin production in Marion, Indiana averaged 20.72 Bitcoins per month from July 2022 to July 2023, with a range from 3.75 to 30.04 Bitcoins [187]. - Bitcoin production in Cheyenne, Wyoming averaged 11.16 Bitcoins per month from September 2023 to December 2023, with a range from 4.88 to 14.34 Bitcoins [190]. - Miners earn money through transaction fees, with users competing for priority by adding fees to their transactions during high network usage [225]. Strategic Initiatives - The company may pursue additional opportunities to acquire complementary businesses, potentially increasing leverage and debt service requirements [80]. - The company intends to pursue additional opportunities for acquisitions, which could increase leverage and debt service requirements [142]. - The Company invested $3,000,000 in the MineOne Cloud Computing Investment I L.P. partnership, holding an 8.8235% interest [193]. - The Company sold 100% equity interest in WVM Inc. and China Silanchi Holding Limited for a total of $1,000,000 on April 27, 2022 [201]. - SonicHash US ceased operations in the Wyoming facility as of December 31, 2023, due to high operating costs [190].

Core Viewpoint - Bit Origin Ltd has signed a strategic agreement to become a sales representative for Aethir, a leading enterprise-focused GPU cloud provider, aiming to enhance its market reach and drive growth in the technology and blockchain sectors [1][4]. Group 1: Bit Origin's Strategic Move - The partnership with Aethir aligns with Bit Origin's strategic objectives to innovate and lead in technology and blockchain [4]. - Bit Origin plans to acquire certain Aethir devices for strategic self-deployment in Singapore or Malaysia, indicating a commitment to expanding its operational capabilities [4]. Group 2: Aethir's Market Position - Aethir has successfully raised nearly USD 150 million, positioning itself as a leader in decentralized GPU cloud infrastructure [2]. - Aethir provides GPU-as-a-service for AI and gaming applications, connecting GPU providers with enterprise clients needing high-performance computing resources [2]. Group 3: Industry Implications - The agreement highlights Bit Origin's commitment to embracing cutting-edge technologies and facilitating access to global GPU computing resources [5]. - Aethir's infrastructure supports cloud gaming and has contracts with major gaming and telecom companies, showcasing its flexibility and operational expertise [2].

NEW YORK, June 07, 2024 (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 announces that it has signed a strategic agreement to become a sales representative for Aethir, the premier enterprise-focused distributed graphics processing units (“GPU”) cloud provider. Aethir: Redefining Global GPU Compute Aethir, a leader in decentralized GPU cloud infrastructure, has succ ...

NEW YORK, April 04, 2024 (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 announces that it actively explores the use of Artificial Intelligence (AI) in crypto mining. As the world of cryptocurrency continues to evolve and innovate, the crypto mining industry is undergoing a significant transformation, driven by the integration of AI. This groundbreaking convergence ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCH ...