BIT ORIGIN Ltd
BTOGBusiness Summary
Bit Origin Ltd (the "Company") operates in the cryptocurrency industry, primarily focusing on a Dogecoin treasury strategy and the purchase and sale of cryptocurrency mining equipment, following a temporary suspension of its Bitcoin mining operations in the United States due to high operating costs 1. The Company's business model involves generating revenue from cryptocurrency miner sales and, historically, from Bitcoin mining. Its Dogecoin treasury strategy aims to diversify its balance sheet, enhance liquidity, and align with the evolving digital finance landscape by holding DOGE 2. The Company believes DOGE's cultural and utility value, widespread retail adoption, and strong liquidity profile make it a compelling digital asset for treasury purposes 3.
The Company's core business model has shifted from primarily Bitcoin mining to a Dogecoin treasury strategy and cryptocurrency miner sales. Historically, revenue was generated by using specialized computers (miners) to generate Bitcoins, with the Company receiving a fractional share of the fixed Bitcoin award from mining pools 4. Currently, the Company generates revenue by facilitating a third-party supplier in selling cryptocurrency mining equipment, acting as an agent and recognizing net revenue as a fee or commission 5. The Company's Dogecoin treasury program involves strategically acquiring DOGE in the open market, maintaining reserves, and scaling its participation in the blockchain ecosystem, with the goal of increasing shareholder value over the long term 6.
As of June 30, 2025, the Company reported total revenues of $39,495 7, which were entirely from cryptocurrency miner sales net revenue 8. This represents a significant shift from the prior year, where total revenues were $2,888,482 9 from cryptocurrencies mining revenue 10. The gross profit for the year ended June 30, 2025, was $39,495 11, compared to a gross loss of ($945,202) 12 for the year ended June 30, 2024. The Company reported a loss from operations of ($2,991,693) 13 for the year ended June 30, 2025, a decrease of 79.8% 14 from ($14,835,793) 15 in the prior year. Net loss for the year ended June 30, 2025, was ($4,369,906) 16, a 76.1% decrease 17 from ($18,284,958) 18 in the prior year. Diluted EPS for the year ended June 30, 2025, was ($0.28) 19, compared to ($3.34) 20 for the year ended June 30, 2024. Cash and cash equivalents as of June 30, 2025, stood at $55,639 21, while total current liabilities were $372,083 22. The Company had no convertible debentures outstanding as of June 30, 2025 23.
Year-over-year comparisons highlight a significant change in the Company's revenue streams. Cryptocurrencies mining revenue decreased from $2,888,482 24 in fiscal year 2024 to nil 25 in fiscal year 2025, reflecting the temporary suspension of Bitcoin mining operations. Conversely, cryptocurrency miner sales net revenue increased from nil 26 in fiscal year 2024 to $39,495 27 in fiscal year 2025. Gross profit improved from a loss of ($945,202) 28 in fiscal year 2024 to a profit of $39,495 29 in fiscal year 2025. General and administrative expenses decreased by approximately $0.7 million 30, or 19.2% 31, from $3.8 million 32 in fiscal year 2024 to $3.1 million 33 in fiscal year 2025. The net loss decreased by $13.9 million 34, or 76.1% 35, from ($18.3 million) 36 in fiscal year 2024 to ($4.4 million) 37 in fiscal year 2025.
During the reported fiscal period, Bit Origin Ltd introduced a dedicated Dogecoin treasury program in July 2025 38. As of the date of the annual report, the Company holds 70,543,745 Dogecoin 39. The Company also had supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners, available for delivery to customers through a sales representative arrangement 40. In June 2024, Bit Origin entered into a sales representative agreement with NGH Computer Pte. Ltd. to market and solicit orders for Aethir Edgar miners 41. The Company also completed several financing activities, including the issuance of three tranches of Senior Convertible Notes in July 2025 for aggregate gross proceeds of $16,338,506 42, and an Equity Purchase Facility Agreement on July 13, 2025, providing a commitment for the investor to purchase up to $400,000,000 43 in new shares through August 2028 44. Additionally, on August 11, 2025, the Company sold 20,000,000 Class A Ordinary Shares 45 for a total purchase price of $6,000,000 46, paid in 30,000,000 DOGE 47.
Business Outlook
The Company's management is focused on optimizing its cost structure by streamlining the corporate hierarchy and overall business processes, which is expected to result in a sustainable reduction in operating expenses and increased liquidity 48. Management believes that the successful execution of its plans, particularly the recent successful financing and substantial commitment under the Equity Purchase Facility Agreement (EPFA), provides the necessary liquidity to meet its obligations and fund operations for at least one year from the date these financial statements are issued 49.
A major growth area for the Company is its dedicated Dogecoin treasury program, introduced in July 2025, which aims to diversify its balance sheet, enhance liquidity, and align with the evolving landscape of digital finance 50. By holding DOGE, the Company intends to increase shareholder value over the long term while embracing a decentralized financial infrastructure 51. To support this initiative, the Company has secured up to $500 million 52 in committed equity and debt financing facilities from institutional investors, providing flexibility to strategically acquire DOGE in the open market, maintain reserves, and further scale its participation in the blockchain ecosystem 53. As of the date of the annual report, the Company holds 70,543,745 Dogecoin 54. The Company is actively building an ecosystem centered around DOGE, encompassing payment solutions, a computing power network, and cultural asset applications, which is expected to generate diverse revenue streams, including miner services, micro-payment systems, and Web3 product incubation, providing stable cash flow during market downturns 55.
Another growth vector involves revitalizing crypto mining operations. The Company is exploring strategic opportunities, including identifying suitable hosting partners and evaluating the potential for buying and selling mining hardware 56. As of the date of the annual report, the Company had supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners, which are available for delivery to customers through its sales representative arrangement 57. This collaboration is expected to significantly enhance the Company's offerings while driving substantial growth and value 58.
The operational outlook includes a strategic focus on operational efficiencies to achieve a sustainable reduction in operating expenses 59. The Company's finance department continuously monitors Dogecoin market conditions and periodically submits recommendations to the Chief Executive Officer, who determines whether to sell Dogecoin holdings to improve cash flow 60. If a sale is approved, the Chief Executive Officer instructs the financial manager to transfer the relevant amount of Dogecoin to BitGo Trust Company, Inc.'s trading or liquidity platform and execute the transaction 61.
Planned capital allocation includes utilizing the proceeds from recent financing activities. The July 2025 Convertible Notes Offering, which raised aggregate gross proceeds of $16,338,506 62, was used to acquire over 40 million Dogecoin 63 to advance the Company's treasury strategy and for general corporate purposes 64. Additionally, the August 2025 Securities Purchase Agreements, which generated $6,000,000 65 in purchase price paid in 30,000,000 DOGE 66, are intended to be held to advance the treasury strategy 67. The Equity Purchase Facility Agreement provides a commitment for the investor to purchase up to $400,000,000 68 in newly issued ordinary shares through August 1, 2028 69.
Risk Factors
The Company faces several material risks, including significant fluctuation of Bitcoin and Dogecoin prices, which can materially and adversely affect results of operations and financial condition 70. The development and acceptance of cryptographic and algorithmic protocols governing cryptocurrencies are uncertain, and large-scale acceptance of cryptocurrencies as a means of payment has not occurred 71. Banks and financial institutions may cut off services to cryptocurrency-related businesses, which could impede the Company's ability to convert cryptocurrencies to fiat currencies 72. Regulatory actions in one or more countries could severely restrict the right to acquire, own, hold, sell, or use cryptocurrencies 73. The Company might require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all, potentially leading to dilution for existing shareholders 74. The Company's indebtedness, totaling $16,338,506 75 in aggregate original principal amount for three outstanding secured convertible debentures, could adversely affect its ability to raise additional capital 76. Disruptions in crypto asset markets, including high-profile bankruptcies, have caused extreme price volatility and eroded confidence, which could negatively impact the Company's reputation and financial performance 77. The Company's Dogecoin holdings are less liquid than cash and cash equivalents and may not serve as a source of liquidity to the same extent 78. There is a risk that some or all of the Company's Dogecoins could be lost, stolen, or otherwise become inaccessible, despite safeguarding policies 79. Regulatory uncertainty regarding the classification of digital assets as securities or commodities could subject mining operations to additional regulation and materially and adversely affect the business 80. Future developments regarding the tax treatment of digital assets could also adversely impact the business 81. The dual-class share structure concentrates voting power with Class B Ordinary Shares, limiting the influence of Class A Ordinary Shareholders 82. The Company has material weaknesses in internal control over financial reporting, specifically insufficient accounting personnel with appropriate experience and knowledge, which, if not remediated, may lead to material misstatements 83.
Management Priorities
Management's message to shareholders emphasizes a strategic pivot towards a Dogecoin treasury program and the revitalization of crypto mining operations, following the temporary suspension of Bitcoin mining due to high operating costs in the United States 84. The Company has introduced a dedicated Dogecoin treasury program in July 2025 to diversify its balance sheet, enhance liquidity, and align with the evolving digital finance landscape 85. To support this, the Company has secured up to $500 million 86 in committed equity and debt financing facilities from institutional investors 87. Management is actively building an ecosystem centered around DOGE, encompassing payment solutions, a computing power network, and cultural asset applications, with the expectation of generating diverse revenue streams and stable cash flow during market downturns 88. The Company is also exploring strategic opportunities to revitalize its crypto mining operations, including identifying suitable hosting partners and evaluating the potential for buying and selling mining hardware 89. Management is focused on optimizing the Group's cost structure by streamlining the corporate hierarchy and overall business processes to achieve a sustainable reduction in operating expenses and increase liquidity 90.
View Source Annual Report on SEC.gov ↗
References
- [1] Item 5, Operating and Financial Review and Prospects — Overview
- [2] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [3] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [4] Item 5, Operating and Financial Review and Prospects — Overview
- [5] Item 2, Summary of Significant Accounting Policies — Revenue recognition — Cryptocurrency miner sales
- [6] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [7] Item 5, Operating and Financial Review and Prospects — Revenues
- [8] Item 5, Operating and Financial Review and Prospects — Revenues
- [9] Item 5, Operating and Financial Review and Prospects — Revenues
- [10] Item 5, Operating and Financial Review and Prospects — Revenues
- [11] Item 5, Operating and Financial Review and Prospects — Gross Profit (Loss)
- [12] Item 5, Operating and Financial Review and Prospects — Gross Profit (Loss)
- [13] Item 5, Operating and Financial Review and Prospects — Loss from Operations
- [14] Item 5, Operating and Financial Review and Prospects — Loss from Operations
- [15] Item 5, Operating and Financial Review and Prospects — Loss from Operations
- [16] Item 5, Operating and Financial Review and Prospects — Net Loss
- [17] Item 5, Operating and Financial Review and Prospects — Net Loss
- [18] Item 5, Operating and Financial Review and Prospects — Net Loss
- [19] Item 5, Operating and Financial Review and Prospects — Net Loss
- [20] Item 5, Operating and Financial Review and Prospects — Net Loss
- [21] Item 5, Operating and Financial Review and Prospects — Liquidity and Capital Resources
- [22] Item 5, Operating and Financial Review and Prospects — Liquidity and Capital Resources
- [23] Item 5, Operating and Financial Review and Prospects — Liquidity and Capital Resources
- [24] Item 5, Operating and Financial Review and Prospects — Revenues
- [25] Item 5, Operating and Financial Review and Prospects — Revenues
- [26] Item 5, Operating and Financial Review and Prospects — Revenues
- [27] Item 5, Operating and Financial Review and Prospects — Revenues
- [28] Item 5, Operating and Financial Review and Prospects — Gross Profit (Loss)
- [29] Item 5, Operating and Financial Review and Prospects — Gross Profit (Loss)
- [30] Item 5, Operating and Financial Review and Prospects — General and Administrative Expenses
- [31] Item 5, Operating and Financial Review and Prospects — General and Administrative Expenses
- [32] Item 5, Operating and Financial Review and Prospects — General and Administrative Expenses
- [33] Item 5, Operating and Financial Review and Prospects — General and Administrative Expenses
- [34] Item 5, Operating and Financial Review and Prospects — Net Loss
- [35] Item 5, Operating and Financial Review and Prospects — Net Loss
- [36] Item 5, Operating and Financial Review and Prospects — Net Loss
- [37] Item 5, Operating and Financial Review and Prospects — Net Loss
- [38] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [39] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [40] Item 4, Information on the Company — 4.B. Business overview — Miners
- [41] Item 4, Information on the Company — 4.B. Business overview — Strategic partnership
- [42] Item 10, Additional Information — 10.A. Share capital — July 2025 Convertible Notes Offering
- [43] Item 10, Additional Information — 10.A. Share capital — July 2025 Equity Purchase Facility Agreement
- [44] Item 10, Additional Information — 10.A. Share capital — July 2025 Equity Purchase Facility Agreement
- [45] Item 10, Additional Information — 10.A. Share capital — August 2025 Securities Purchase Agreements
- [46] Item 10, Additional Information — 10.A. Share capital — August 2025 Securities Purchase Agreements
- [47] Item 10, Additional Information — 10.A. Share capital — August 2025 Securities Purchase Agreements
- [48] Note 1, Nature of business and organization — Liquidity and going concern
- [49] Note 1, Nature of business and organization — Liquidity and going concern
- [50] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [51] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [52] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [53] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [54] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [55] Item 5, Operating and Financial Review and Prospects — Overview
- [56] Item 4, Information on the Company — 4.B. Business overview — Miners
- [57] Item 4, Information on the Company — 4.B. Business overview — Miners
- [58] Item 4, Information on the Company — 4.B. Business overview — Strategic partnership
- [59] Note 1, Nature of business and organization — Liquidity and going concern
- [60] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [61] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [62] Item 10, Additional Information — 10.A. Share capital — July 2025 Convertible Notes Offering
- [63] Item 10, Additional Information — 10.A. Share capital — Securities Purchase Agreement dated July 16, 2025
- [64] Item 10, Additional Information — 10.A. Share capital — Securities Purchase Agreement dated July 16, 2025
- [65] Item 10, Additional Information — 10.A. Share capital — August 2025 Securities Purchase Agreements
- [66] Item 10, Additional Information — 10.A. Share capital — August 2025 Securities Purchase Agreements
- [67] Item 10, Additional Information — 10.A. Share capital — August 2025 Securities Purchase Agreements
- [68] Item 10, Additional Information — 10.A. Share capital — July 2025 Equity Purchase Facility Agreement
- [69] Item 10, Additional Information — 10.A. Share capital — July 2025 Equity Purchase Facility Agreement
- [70] Item 3, Key Information — 3.D. Risk Factors — Our results of operations are expected to be impacted by significant fluctuation of Bitcoin and Dogecoin price.
- [71] Item 3, Key Information — 3.D. Risk Factors — The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.
- [72] Item 3, Key Information — 3.D. Risk Factors — Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin-related activities or that accept cryptocurrencies as payment, including financial institutions of investors in our securities.
- [73] Item 3, Key Information — 3.D. Risk Factors — Regulatory actions in one or more countries could severely affect the right to acquire, own, hold, sell or use certain cryptocurrencies or to exchange them for fiat currency.
- [74] Item 3, Key Information — 3.D. Risk Factors — We might require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
- [75] Item 3, Key Information — 3.D. Risk Factors — Our indebtedness could adversely affect our ability to raise additional capital to fund operations.
- [76] Item 3, Key Information — 3.D. Risk Factors — Our indebtedness could adversely affect our ability to raise additional capital to fund operations.
- [77] Item 3, Key Information — 3.D. Risk Factors — We may face several risks due to disruptions in the crypto asset markets, including but not limited to the risk from depreciation in our share price, financing risk, risk of increased losses or impairments in our investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets.
- [78] Item 3, Key Information — 3.D. Risk Factors — Our Cryptocurrency holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
- [79] Item 3, Key Information — 3.D. Risk Factors — Our Dogecoin may be subject to loss, theft or restriction on access. We have policy to safeguard our crypto assets, however, our business and financial condition may be affected if the policies and procedures surrounding the safeguarding of crypto assets are not effective.
- [80] Item 3, Key Information — 3.D. Risk Factors — The ongoing evolution of U.S. and foreign regulatory regimes governing digital assets creates uncertainty around whether Bitcoin and other cryptocurrencies will be treated as securities or commodities, which could subject our mining operations to additional regulation and materially and adversely affect our business, financial condition and results of operations.
- [81] Item 3, Key Information — 3.D. Risk Factors — Future developments regarding the treatment of digital assets for U.S. federal income and applicable state, local and non-U.S. tax purposes could adversely impact our business.
- [82] Item 3, Key Information — 3.D. Risk Factors — The dual-class structure of our Class A and Class B Ordinary Shares has the effect of concentrating voting power with the holders of Class B Ordinary Shares, which could limit the ability of holders of Class A Ordinary Shares to influence corporate matters.
- [83] Item 3, Key Information — 3.D. Risk Factors — We have material weaknesses in our internal control over financial reporting. If any material weakness persists or if we fail to establish and maintain effective internal control over financial reporting, our ability to accurately report its financial results could be adversely affected.
- [84] Item 5, Operating and Financial Review and Prospects — Overview
- [85] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [86] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [87] Item 4, Information on the Company — 4.B. Business overview — Dogecoin Treasury Strategy
- [88] Item 5, Operating and Financial Review and Prospects — Overview
- [89] Item 4, Information on the Company — 4.B. Business overview — Miners
- [90] Note 1, Nature of business and organization — Liquidity and going concern
Analysis on 5/22/2026