Bit Origin Ltd.

Company Overview

Business Model: Bit Origin Ltd is primarily focused on cryptocurrency-related operations and management. Historically, the company engaged in Bitcoin mining, which was temporarily suspended in December 2023 due to high operating costs in the United States. As of July 2025, Bit Origin Ltd introduced a dedicated Dogecoin treasury program, making Dogecoin its core asset, with the strategic aim of building an ecosystem around Dogecoin that includes payment solutions, a computing power network, and cultural asset applications. Additionally, since June 2024, Bit Origin Ltd has engaged in the purchase and sale of cryptocurrency mining equipment through a sales representative arrangement, including Aethir Cloud rendering miners and MicroBT WhatsMiner M60S ASIC miners.

Market Position: Bit Origin Ltd has positioned itself as the first US-listed company with Dogecoin as its core asset, following the introduction of its dedicated Dogecoin treasury program in July 2025. The company aims to leverage Dogecoin's cultural and utility value, widespread retail adoption, and strong liquidity profile to enhance shareholder value. Through its sales representative agreement, Bit Origin Ltd partners with NGH Computer Pte. Ltd. to market Aethir Edgar miners, aligning with Aethir's position as a leader in decentralized GPU cloud infrastructure.

Recent Strategic Developments:

• Dogecoin Treasury Program: Introduced in July 2025, establishing Dogecoin as a core asset and aiming to build an ecosystem around it. As of the date of this annual report, Bit Origin Ltd holds 70,543,745 Dogecoin.
• Financing Facilities: Secured up to $500 million in committed equity and debt financing facilities from institutional investors to support the Dogecoin treasury initiative.
• Mining Operations Suspension & Revitalization: Temporarily ceased Bitcoin mining operations in the United States in December 2023 due to high operating costs. The company is exploring strategic opportunities to revitalize crypto mining operations, including identifying suitable hosting partners and evaluating the potential for buying and selling mining hardware.
• Miner Sales Representative Agreement: Entered into a sales representative agreement with NGH Computer Pte. Ltd. on June 7, 2024, to market and solicit orders for Aethir Edgar miners. As of the date of this annual report, Bit Origin Ltd had supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners available for customer delivery.
• Dual-Class Share Structure: Adopted a dual-class share capital structure on March 14, 2025, with Class A Ordinary Shares carrying one vote and Class B Ordinary Shares carrying twenty votes.
• Share Capital Adjustments: Effected a reduction in the par value of shares from $0.30 to $0.000001 and an increase in authorized share capital to 15,000,000,000 shares (14,250,000,000 Class A and 750,000,000 Class B) in May/July 2025.

Geographic Footprint:

• Incorporation: Cayman Islands
• Principal Executive Offices: Singapore (160 Robinson Road, 12F, SBF Center, Singapore 068914)
• Subsidiaries:
  • Canada: SonicHash Inc. (Alberta, not currently active)
  • United States: SonicHash LLC (Delaware, Bitcoin mining operations temporarily ceased December 31, 2023), Sonic Auspice DC LLC (Delaware, 55% owned, no material operation)
  • Singapore: Bit Origin Pte. Ltd. (formed June 26, 2025, not currently active)
• Past Mining Operations: Macon, Georgia (ceased December 2022), Marion, Indiana (ceased September 2023), Cheyenne, Wyoming (ceased December 2023).

Cross-Border Operations:

• International Subsidiaries: Bit Origin Ltd operates through subsidiaries in Canada (SonicHash Inc.), the United States (SonicHash LLC, Sonic Auspice DC LLC), and Singapore (Bit Origin Pte. Ltd.).
• Joint Ventures: Bit Origin Ltd holds a 55% membership interest in Sonic Auspice DC LLC, a Delaware-formed entity.
• Sales Representative Agreements: Engaged in a sales representative agreement with NGH Computer Pte. Ltd. in Singapore for Aethir Edgar miners.
• Regulatory Compliance: Subject to evolving regulatory landscapes in the United States, Canada, and Singapore, including those related to digital assets, financial services, and taxation.

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: 100.0% (FY2025), -32.7% (FY2024)
• Operating Margin: -7574.6% (FY2025), -5136.2% (FY2024)
• Net Margin: -11062.0% (FY2025), -6330.3% (FY2024)

Investment in Growth:

• R&D Expenditure: $0 (0.0% of revenue)
• Capital Expenditures: $0
• Strategic Investments: In July 2025, Bit Origin Ltd purchased approximately 40.5 million Dogecoin tokens as its first strategic acquisition under its digital asset treasury initiative. This was funded by $16,338,506 from newly issued convertible notes and $6,000,000 from the sale of Class A Ordinary Shares (paid in Dogecoin).

Currency Impact Analysis:

• The price of Dogecoin is highly volatile and subject to rapid fluctuations, which is expected to affect Bit Origin Ltd's results of operations as Dogecoin has become its core asset.
• Fluctuations in Dogecoin price can immediately impact the trading price of Class A Ordinary Shares.
• Bit Origin Ltd's finance department continuously monitors Dogecoin market conditions and makes recommendations to the Chief Executive Officer regarding sales to manage cash flow.
• If the market price of Dogecoin decreases during trade execution, the amount of fiat currency received would be reduced, negatively affecting results and liquidity.
• The Cayman Islands, where Bit Origin Ltd is incorporated, currently levies no taxes on income, gains, or appreciation, and has no exchange control regulations or currency restrictions.

International Operations & Geographic Analysis

Revenue by Geography:

• Bit Origin Ltd's revenue for the year ended June 30, 2025, was primarily from cryptocurrency miner sales. For the years ended June 30, 2024 and 2023, all revenue was derived from Bitcoin mining operations in the United States. The filing does not provide a geographical breakdown of revenue for cryptocurrency miner sales.

International Business Structure:

• Subsidiaries:
  • SonicHash Inc. (Canada): Formed December 14, 2021, under Alberta laws. Not currently engaging in active business.
  • SonicHash LLC (United States): Formed December 17, 2021, under Delaware laws. Bitcoin mining operations temporarily ceased December 31, 2023.
  • Bit Origin Pte. Ltd. (Singapore): Formed June 26, 2025, under Singapore laws. Not currently engaging in active business.
• Joint Ventures:
  • Sonic Auspice DC LLC (United States): Formed November 30, 2023, under Delaware laws. Bit Origin Ltd owns 55% of the membership interest. No material operation as of the date of this annual report.
• Licensing Agreements: The company has a sales representative agreement with NGH Computer Pte. Ltd. (Singapore) for Aethir Edgar miners.

Cross-Border Trade:

• Export Markets: Not explicitly detailed in the filing.
• Import Dependencies: Not explicitly detailed in the filing.
• Transfer Pricing: The company acknowledges transfer pricing as a potential tax risk in its risk assessment framework, but specific inter-company transaction policies or amounts are not disclosed.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: No share repurchases were made by Bit Origin Ltd or any affiliated purchaser during the fiscal year ended June 30, 2025.
• Dividend Payments: Bit Origin Ltd has never declared or paid cash dividends on its Class A Ordinary Shares and does not expect to pay cash dividends in the foreseeable future, intending to retain earnings for business development and growth.
• Dividend Yield: Not applicable.
• Future Capital Return Commitments: No future capital return commitments are disclosed, as the company plans to retain earnings.

Balance Sheet Position:

• Cash and Equivalents: $55,639 (June 30, 2025) vs. $1,409,070 (June 30, 2024)
• Total Debt: $0 (June 30, 2025) vs. $5,164,011 (June 30, 2024) (comprising current and noncurrent convertible debentures)
• Net Cash Position: $55,639 (June 30, 2025) vs. $(3,754,941) (June 30, 2024)
• Credit Rating: Not disclosed.
• Debt Maturity Profile: As of June 30, 2025, all convertible debentures outstanding as of June 30, 2024 (October 2022 Note, December 2023 Note, May 2024 Exchange Note) have been fully settled. Subsequent to June 30, 2025, in July 2025, Bit Origin Ltd issued new Senior Secured Convertible Notes totaling $16,338,506, maturing in July 2029.

Cash Flow Generation:

• Operating Cash Flow: $(2,290,607) (FY2025) vs. $(7,929,234) (FY2024)
• Free Cash Flow: $(2,290,607) (FY2025) vs. $(7,929,234) (FY2024) (as capital expenditures were $0 for both periods)
• Cash Conversion Metrics: Not explicitly disclosed.

Currency Management:

• Cash holdings by major currencies: Cash balances are deposited with financial institutions located in the US. Specific currency breakdown of cash holdings is not disclosed.
• Natural hedging through operational diversification: Not explicitly detailed.
• Financial hedging instruments and strategies: Not explicitly detailed.

Operational Excellence

Production & Service Model: Bit Origin Ltd's operational model has shifted from Bitcoin mining to a Dogecoin treasury strategy and cryptocurrency miner sales. The company previously utilized specialized ASIC miners to generate Bitcoin, with operations temporarily suspended in December 2023. The current focus involves actively building a Dogecoin-centric ecosystem, which is expected to encompass payment solutions, a computing power network, and cultural asset applications. For its miner sales business, Bit Origin Ltd acts as a sales representative, facilitating the sale of Aethir Cloud rendering miners and MicroBT WhatsMiner M60S ASIC miners to customers.

Global Supply Chain Architecture: Key Suppliers & Partners:

• Sales Representative Partner: NGH Computer Pte. Ltd. (Singapore) - Engaged to market and solicit orders for Aethir Edgar miners.
• Technology Partner: Aethir - A leader in decentralized GPU cloud infrastructure, providing Aethir Edgar miners.
• Past Hosting Partners: Horizon Mining Ltd. (Macon, Georgia), Your Choice Four CA, Inc. (Marion, Indiana), MineOne Wyoming Data Center LLC (Cheyenne, Wyoming) - Provided electricity, internet, installation, security, and maintenance services for past Bitcoin mining operations.

Facility Network:

• Corporate Headquarters: 160 Robinson Road, 12F, SBF Center, Singapore 068914 (leased, monthly rent S$21,261).
• Manufacturing: Not directly involved in manufacturing; relies on suppliers for mining equipment.
• Research & Development: No dedicated R&D centers or expenses disclosed.
• Distribution: Miner sales are facilitated through a sales representative arrangement for delivery to customers.

Operational Metrics:

• Bitcoin Production:
  • FY2025: 0 BTC
  • FY2024: 95.62 BTC (average value $30,208 per BTC)
  • FY2023: 272.38 BTC (average value $22,987 per BTC)
• Dogecoin Holdings: 70,543,745 DOGE (as of the date of this annual report).
• Miner Sales: 295 units of Aethir Edge miners sold in FY2025, generating $39,000 in agency income.
• Miner Inventory/Prepayments: Supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners.
• Past Mining Costs (FY2023): Cost of mining was approximately $17,600 per Bitcoin mined, with a breakeven price around $14,000 per Bitcoin.
• Past Mining Uptime (Indiana facility, FY2023): Minimum service level of at least 90% uptime during any 30-day period.
• Past Mining Downtime (FY2023): Average 5% due to scheduled or unscheduled maintenances.

Market Access & Customer Relationships

Go-to-Market Strategy: Distribution Channels:

• Sales Representative Arrangement: Bit Origin Ltd acts as a non-exclusive sales representative for NGH Computer Pte. Ltd. to market and solicit orders for Aethir Edgar miners.
• Digital Asset Trading Platforms: Dogecoin holdings are managed through custodial accounts with BitGo Trust Company, Inc., with transactions executed on trading or liquidity platforms.

Customer Portfolio: Enterprise Customers:

• Strategic Partnerships: The sales representative agreement with NGH Computer Pte. Ltd. connects Bit Origin Ltd to Aethir, which supports cloud gaming clients and has contracts with major gaming and telecom companies.
• Customer Concentration: Not explicitly disclosed.

Regional Market Penetration:

• Growth Markets: Bit Origin Ltd is actively building a Dogecoin-centric ecosystem, encompassing payment solutions, a computing power network, and cultural asset applications, indicating a focus on expanding its presence in the broader blockchain and digital finance markets.

Competitive Intelligence

Global Market Structure & Dynamics

Industry Characteristics:

• Blockchain Technology: A digital, decentralized, public ledger that organizes transactions into blocks, requiring consensus for new entries.
• Cryptocurrency and Cryptoeconomy: Digital assets built on blockchain, functioning as a medium of exchange, store of value, or to power decentralized applications. Not government-backed, peer-to-peer transactions.
• Market Growth: Daily trading volume for Bitcoin expanded significantly, and the broader cryptoeconomy surpassed $3 trillion in early 2025.
• Institutional Access: Approval of spot-Bitcoin exchange-traded products in January 2024 broadened appeal among traditional investors.
• Regulation and Accounting: Evolving frameworks, including ASU 2023-08 requiring fair-value measurement for certain crypto assets (effective FY2025).
• Energy and Environmental Concerns: Policy discussions around proof-of-work mining's environmental impact, including proposals like the DAME excise tax and moratoria on carbon-based mining facilities.
• Industry Disruptions: High-profile bankruptcies (FTX, Celsius Network, BlockFi, Three Arrows Capital) in 2022-2023 caused extreme price volatility and eroded confidence, though Bit Origin Ltd had no direct material exposure. Bitcoin prices experienced significant fluctuations, rallying sharply after spot-Bitcoin ETP approvals and surpassing $100,000 by December 2024. The April 2024 halving event reduced block rewards from 6.25 BTC to 3.125 BTC.

Competitive Positioning Matrix:

Direct Competitors

• Primary Competitors: Not explicitly named in the filing.
• Regional Competitive Dynamics: Not explicitly detailed in the filing.

Risk Assessment Framework

Strategic & Market Risks

Global Market Dynamics:

• Business Plan Implementation: Risks associated with successfully implementing the Dogecoin treasury program and revitalizing crypto mining operations, which may not yield anticipated benefits or may be costlier than expected.
• Cryptocurrency Price Volatility: Significant fluctuations in Bitcoin and Dogecoin prices can materially and adversely affect results of operations and financial condition. Dogecoin's value is intrinsically linked to its viral nature, sentiment, and speculation, and it lacks a fixed supply cap, contributing to volatility.
• Cryptographic Protocol Acceptance: Uncertainty regarding the development and acceptance of cryptographic and algorithmic protocols governing cryptocurrencies.
• Market Liquidity & Manipulation: Lack of liquid markets for cryptocurrencies and susceptibility of blockchain-based assets to potential manipulation.
• Geopolitical & Economic Events: Uncertain impact of global crises and economic downturns on cryptocurrency supply and demand, potentially leading to rapid price increases followed by decreases.
• Liquidity of Crypto Holdings: Dogecoin holdings are less liquid than cash and cash equivalents and may not serve as a comparable source of liquidity.

Operational & Execution Risks

Global Supply Chain Vulnerabilities:

• Internet Disruptions: Dependence on the Internet for cryptocurrency operations and the Dogecoin treasury program, making the company vulnerable to disruptions that could affect cryptocurrency prices and operational ability.
• Counterparty/Supplier Confidence: Disruptions in crypto asset markets may lead counterparties/suppliers to lose confidence, potentially requiring more deposits or advance payments.

Financial & Regulatory Risks

Currency & Financial Risks:

• Dogecoin Collateral Risk: 40,543,745 Dogecoin pledged as collateral for financings and convertible notes. A significant decrease in Dogecoin value could trigger margin calls, limit additional financing, or result in financial loss if seized by lenders.
• Indebtedness: Existing and future indebtedness could adversely affect the ability to raise additional capital, dedicate cash flows to debt service, and limit flexibility in adapting to market conditions.
• New Lines of Business Risks: Risks associated with implementing new lines of business or offering new products/services, particularly in undeveloped markets, which may strain resources and impact internal controls.

Regulatory & Compliance Risks:

• Evolving Regulatory Landscape: Subject to extensive and rapidly evolving laws and regulations in the US, Canada, and Singapore, including those for financial services, securities, commodities, money transmission, data privacy, and anti-money laundering. Non-compliance could lead to significant fines, business limitations, and reputational harm.
• Digital Asset Classification: High uncertainty regarding a digital asset's status as a "security" or "commodity" in any relevant jurisdiction. A determination that Dogecoin or other held digital assets are securities could subject Bit Origin Ltd to significant SEC registration and compliance requirements, adversely affecting asset value and business operations.
• Money Services Business (MSB) / Money Transmitter (MT) Registration: Potential requirement for registration under FinCEN or state laws, incurring substantial compliance costs.
• Tax Treatment of Digital Assets: Uncertainty in U.S. federal income and other tax treatments of digital assets and related transactions, with potential for future changes to adversely impact the business.
• Canadian Regulations: Alberta Utilities Commission regulations may impact Canadian operations, potentially requiring discontinuation of hosting partners' operations if requirements are not met.
• Singaporean Regulations: Current and future laws and regulations in Singapore may adversely impact operations if the company engages in active mining or blockchain technologies there.
• Nasdaq Listing Compliance: Risks of delisting from Nasdaq due to non-compliance with minimum bid price and stockholders' equity requirements, which could reduce liquidity and impair ability to raise capital.
• Internal Control Weaknesses: Material weaknesses in internal control over financial reporting due to insufficient accounting personnel, potentially leading to material misstatements and loss of investor confidence.

Geopolitical & External Risks

Country-Specific Risks:

• Political and Economic Instability: Geopolitical crises and general economic downturns can impact cryptocurrency markets.
• Regulatory Actions: Future regulatory actions in various countries could severely restrict the right to acquire, own, hold, sell, or use cryptocurrencies.

Innovation & Technology Leadership

Research & Development Focus: Global R&D Network:

• Bit Origin Ltd currently does not have any research and development expenses.
• Innovation Pipeline: The company is actively building an ecosystem centered around Dogecoin, encompassing payment solutions, a computing power network, and cultural asset applications. This initiative aims to generate diverse revenue streams and provide stable cash flow. Bit Origin Ltd also seeks opportunities to deploy emerging technologies, including crypto asset mining and blockchain technologies.

Intellectual Property Portfolio:

• Patent Strategy: Not disclosed.
• Licensing Programs: Not disclosed.
• IP Litigation: Not disclosed.

Technology Partnerships:

• Strategic Alliances: Bit Origin Ltd has a sales representative agreement with NGH Computer Pte. Ltd. for Aethir Edgar miners, leveraging Aethir's position as a leader in decentralized GPU cloud infrastructure for AI and gaming-focused GPU-as-a-service.
• Research Collaborations: Not disclosed.

Leadership & Governance

Executive Leadership Team

International Management Structure:

• The executive leadership team demonstrates a blend of blockchain technology expertise, financial management, and international academic and entrepreneurial experience, with key executives having backgrounds in China, Hong Kong, and the US. Regional leadership and reporting relationships are not explicitly detailed beyond the general management structure.

Board Composition:

• The board of directors consists of four directors, with three designated as independent.
• Audit Committee: Composed of Ms. Mei Yeung (Chair, qualified as an "audit committee financial expert"), Mr. Siyuan Zhuang, and Mr. Xiaping Cao, all of whom are independent.
• Compensation Committee: Chaired by Mr. Xiaping Cao, with Mr. Siyuan Zhuang and Ms. Mei Yeung as members.
• Nominating Committee: Chaired by Mr. Xiaping Cao, with Ms. Mei Yeung and Mr. Siyuan Zhuang as members, all independent.
• Bit Origin Ltd follows Cayman Islands corporate governance practices, which differ from Nasdaq listing standards, particularly regarding shareholder approval for equity compensation plans and certain share issuances.

Regulatory Environment & Compliance

Multi-Jurisdictional Regulatory Framework: Primary Regulatory Environments:

• Cayman Islands: No income or capital gains tax, no withholding tax on dividend payments, and no exchange control regulations or currency restrictions.
• United States: Subject to federal income tax (21%). Past operations in Georgia (5.49% in FY2023, 5.39% in FY2024) and Indiana (4.9%). No state income tax in Delaware.
• Canada (Alberta): Subject to federal (15%) and provincial (15%) income taxes.
• Singapore: Subject to Singapore Profits Tax (17%), with partial exemptions for the first SGD 200,000 of taxable income.

Cross-Border Compliance:

• Export Controls: Not explicitly detailed in the filing.
• Sanctions Compliance: Not explicitly detailed in the filing.
• Anti-Corruption: Not explicitly detailed in the filing.

International Tax Strategy:

• Transfer Pricing: The company acknowledges transfer pricing as a risk in its risk assessment framework, but specific inter-company pricing policies or documentation requirements are not detailed.
• Tax Treaties: Eligibility for benefits under the United States-PRC income tax treaty is mentioned if the company is deemed a PRC "resident enterprise."
• BEPS Compliance: Not explicitly detailed in the filing.

Environmental & Social Impact

Global Sustainability Strategy: Environmental Commitments:

• Bit Origin Ltd's filing highlights industry-wide policy discussions regarding the environmental impact of proof-of-work mining, including proposals for a Digital Asset Mining Energy (DAME) excise tax and moratoria on new carbon-based mining facilities. However, specific environmental commitments or targets by Bit Origin Ltd are not disclosed.
• Carbon Neutrality: Not disclosed.
• Renewable Energy: Not disclosed.

Regional Sustainability Initiatives:

• Supply Chain: Not disclosed.

Social Impact by Region:

• Community Investment: Not disclosed.
• Labor Standards: Not disclosed.

Currency Management & Financial Strategy

Multi-Currency Operations: Currency Exposure:

Hedging Strategies:

• Transaction Hedging: Bit Origin Ltd's finance department continuously monitors Dogecoin market conditions and recommends sales to the Chief Executive Officer to manage cash flow, which serves as an active management approach to currency exposure.
• Translation Hedging: Not explicitly detailed in the filing.
• Economic Hedging: Not explicitly detailed in the filing.