Bit Origin(BTOG) - 2025 Q4 - Annual Report

Cryptocurrency Operations - The company temporarily ceased its Bitcoin mining operations in the United States due to high operating costs as of December 2023[34]. - The company is exploring strategic opportunities to revitalize its crypto mining operations, including identifying hosting partners and evaluating mining hardware transactions[34]. - The company ceased operations at its Georgia site in December 2022 and moved 1,490 miners to Indiana, later relocating all miners to Wyoming by September 2023 due to high operating costs[68]. - SonicHash US ceased operations in the Indiana facility as of September 30, 2023, and relocated miners to Wyoming[206]. - SonicHash US ceased operations in the Wyoming facility as of December 31, 2023, due to high operating costs in the United States[215]. Financial Position and Risks - The company faces risks related to significant fluctuations in Bitcoin and Dogecoin prices, which could materially affect its financial condition and results of operations[36]. - The company may require additional capital to support business growth, which might not be available on acceptable terms[24]. - The company has material weaknesses in internal control over financial reporting, which could adversely affect the accuracy of its financial results[32]. - The company may face risks from disruptions in the crypto asset markets, including potential depreciation in share price and increased losses[66]. - The company’s ability to continue as a going concern may be adversely affected by geopolitical and economic events impacting cryptocurrency demand[48]. Regulatory Environment - Regulatory changes regarding cryptocurrencies could adversely affect the company's business and financial condition[40]. - The company operates in a rapidly evolving regulatory landscape, with potential adverse effects on its brand, reputation, and financial condition due to non-compliance with laws and regulations[91]. - Future regulatory changes could classify mining rewards as securities, potentially requiring the company to register and comply with additional regulations[107]. - The SEC has indicated that Bitcoin and Ethereum are unlikely to be classified as securities, but this is not an official policy and could change[95]. - The ongoing evolution of regulatory frameworks for digital assets creates uncertainty regarding the classification of Bitcoin and other cryptocurrencies, potentially affecting mining operations[103]. Share Structure and Market Performance - The company's dual-class share structure concentrates voting power with Class B shareholders, potentially limiting influence for Class A shareholders[32]. - The market price of Class A Ordinary Shares has significantly declined, raising the risk of delisting from the Nasdaq if compliance is not maintained[128]. - The company's Class A Ordinary Shares may be considered "penny stocks," which could reduce market liquidity and impede sales in the secondary market[129]. - Nasdaq notified the company of non-compliance with the minimum bid price requirement of $1.00 per share, providing until December 26, 2024, to regain compliance[127]. Asset Management - As of the latest report, the company holds 70,543,745 Dogecoin and has prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners[34]. - The company pledged 40,543,745 Dogecoins as collateral for financing, and a significant decrease in Dogecoin value could lead to margin calls and financial losses[79]. - The company stores its Dogecoins in both hot and cold wallets, which carry different risks related to security and accessibility[50]. - The company maintains its Dogecoin in segregated custodial accounts with BitGo Trust, which controls all private keys related to the assets[188]. Operational Challenges - The company has implemented risk management policies to adapt to current crypto market conditions, focusing on cost-effective hosting sites and renegotiating with existing site hosts[76]. - The hosting fee for the Indiana mining facility was adjusted to significantly reduce costs, aligning fees with electricity costs and 50% of profits from Bitcoin mined[68]. - Mining operations are affected by seasonality, with machines running more efficiently in colder seasons due to reduced cooling needs[219]. Future Outlook - The company is actively seeking opportunities to deploy emerging technologies, including crypto asset mining and blockchain technologies[57]. - The company plans to acquire Aethir devices for strategic self-deployment in Singapore or Malaysia, which is expected to drive growth and value[217]. - The company has secured up to $500 million in committed equity and debt financing facilities from institutional investors to strategically acquire Dogecoin and scale its blockchain participation[181].