Bit Origin Ltd Enters into Securities Purchase Agreement and Issues Convertible Notes

SEC Filing 6-K (0001104659-25-073156)

Bit Origin Ltd, a foreign private issuer, reported entering into a Securities Purchase Agreement on July 13, 2025, with buyers to sell up to $100,000,000 in Senior Secured Convertible Notes. These notes are convertible into Class A ordinary shares of the company. The initial closing on July 16, 2025, involved the issuance of Series A-1 and Series B-1 Senior Secured Convertible Notes totaling $15,000,000. A subsequent closing on July 31, 2025, issued Series C-1 Senior Secured Convertible Notes for $1,338,506. The notes are secured by the company's assets and include standard negative covenants and events of default. Additionally, the company received court approval in June 2025 to reduce the par value of its shares from $0.30 to $0.000001, which was registered on July 28, 2025. The company also adopted the Fifth Amended and Restated Memorandum and Articles of Association to reflect these changes.