UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
For the month of June 2024
Commission File Number: 001-38857
BIT
ORIGIN LTD
(Translation
of registrant’s name into English)
27F, Samsung Hub
3 Church Street Singapore 049483
T: 347-556-4747
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
On June 7, 2024, Bit Origin Ltd (the
“Company”) entered into a sales representative agreement (the “Agreement”) with NGH Computer Pte. Ltd.
(“NGH”), pursuant to which NGH agreed to engage the Company as its non-exclusive representative to market and solicit
orders for Aethir Edgar miners, hardware devices for contributing rendering services to Aethir Cloud Depin network (the
“Devices”). The Company shall determine in its sole discretion the sale price at which the Company markets and sells the
Devices. NGH agreed to pay a commission to the Company in the form of a credit towards the Company’s next purchase order. The
Company has also agreed to make an advance payment in the amount of $1 million within 15 days from the execution of the Agreement.
The advance payment will be used as credit in the purchase orders for purchasing the Devices from NGH. The term of the Agreement is
12 months and shall be automatically renewed for another 12 months unless either party gives the other party written notice not to
renew the Agreement. The Agreement can be terminated by either party by giving the other party a 15 days’ advance written
notice.
The foregoing summaries of the Agreement do not
purport to be complete and are subject to, and qualified in their entirety by, the full text of, as applicable, the Exhibit 10.1 to this
Report on Form 6-K, which is incorporated herein by reference.
Attached as Exhibit 99.1 is the Company’s
press release of June 7, 2024, entitled, “Bit Origin Ltd Announces Strategic Partnership with Aethir to Become Sales Representative
and Entering the Field of AI Computing Power, GPU, and Edge Computing.”
This Form 6-K (including the exhibits) is incorporated
by reference into the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission
on November 21, 2022 (Registration No. 333-268501), as amended, and the Company’s Registration Statement on Form F-3 initially
filed with the Securities and Exchange Commission on November 16, 2023 (Registration No. 333-275602), as amended.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 12, 2024 |
BIT ORIGIN LTD |
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By: |
/s/ Jinghai Jiang |
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Name: |
Jinghai Jiang |
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Title: |
Chief Executive Officer, Chief Operating Officer, Chairman of the Board and Director |
Exhibit 10.1
SALES REPRESENTATIVE AGREEMENT
This SALES REPRESENTATIVE AGREEMENT (the “Agreement”),
dated as of 7 June, 2024 (the “Effective Date”), by and between NGH COMPUTER PTE. LTD., (UEN: 202334734D) (the
“Company”) and BIT ORIGIN LTD., called “Representative” below.
WHEREAS, the Company is engaged in the business
of selling Aethir Cloud rendering miners, as more fully described in Schedule A attached hereto (the “Devices”); and
WHEREAS, the Company desires to retain the services
of the Representative to market, solicit orders for, and sell the Devices, and the Representative desires to perform such Services; as
more fully described in Schedule A attached hereto (the “Services”);
NOW, THEREFORE, for and in consideration of the
premises, mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1.
Engagement of the Representative.
1.1
The Company hereby engages the Representative as
its non-exclusive representative to market and solicit orders for the Devices (as defined in Section 1.3 below). The engagement
of the Representative shall be as an independent contractor and not as an employee, agent, subsidiary or corporate affiliate of the Company
and shall be for the Term as defined in Section 1.2 below unless earlier terminated pursuant to the terms of this Agreement. The
Representative hereby accepts such engagement.
1.2
The term of the engagement (the “Term”)
shall be for twelve (12) months commencing on the Effective Date. This Agreement shall be automatically renewed for sequential twelve
(12) month terms unless and until the Company or the Representative gives the other party written notice of its intention not to renew
the engagement, or earlier terminates the Agreement pursuant to its terms.
1.3
The Representative shall market, solicit orders for
and sell the Devices to prospective customers located anywhere in the world (the “Territory”).
1.4
The Representative is authorized to use the copyrighted
materials, trademarks, trade names and service marks of the Company, and its subsidiaries and partnerships solely in connection with the
performance of his obligations hereunder in accordance with the policies and procedures established by the Company from time to time provided that
nothing contained in this Agreement or otherwise shall effect or be deemed to effect an assignment, license or other grant of any right
by the Company of any of the Company’s rights in or to such copyrighted materials, trademarks, trade names or service marks or any
other intellectual property of the Company.
1.5
During the term of this Agreement, the Representative
shall not market, solicit the license or sale of or have an interest, directly or indirectly, in any Person (as defined below) that markets
or solicits the sale of, any service that would compete with the Devices or otherwise conflict with the best interests of the Company.
1.6
The Company understands and agrees that the Representative
may (i) appoint other Representatives to market, solicit orders for, and sell the Devices during and after the Term, and (ii) market,
solicit orders, and sell the Devices by itself or through any third party or parties at any time, provided Company approves in advance.
1.7
The Representative shall not have authority to accept
orders on behalf of the Company or to bind or commit the Company to deliver the Devices or assume or perform any other obligation in respect
of any customer or prospective customer, and the Representative shall not make any contrary representations. The Representative
shall not make any representation or warranty on behalf of the Company other than as authorized in writing by the Company.
2.
Purchase Orders.
2.1
The Representative shall submit periodic purchase
orders to Company for Devices that Representative intends to market and sell to customers. The purchase price of each Device is USD899
for the first two purchase orders, and it will be adjusted to the market price from the third purchase order. Under each purchase order,
Representative shall pay an amount equal to the Device price multiplied by the number of devices purchased in US Dollars to the following
bank account designed by the Company:
For USD payments from a US bank account, use the
following information:
Account name:
Account number:
Bank name:
ACH routing number:
Fedwire routing number:
Bank address:
Bank country:
For USD payments from outside the US / For foreign
currency payments from within or outside the US, use the following information:
Account name:
Account number/IBAN:
Bank name:
Bank SWIFT/BIC:
Branch address:
Bank country:
subject to the terms and conditions of the purchase
order. Company may in its sole discretion accept a down payment or deposit for a purchase order in lieu of immediate payment, with the
balance payable under a payment plan or pending the sale of the Devices by Representative. For the avoidance of doubt, the purchase price
in each purchase order is exclusive of taxes, including without limitation, import taxes or duties which shall be solely responsible by
the Representative.
2.2
Company shall in its sole discretion set the purchase
price of Devices under each purchase order having account to various factors including without limitation the prevailing APR of the Aethir
Cloud network.
2.3
Transparency: To determine commission
amounts Company shall have full access to commercial information pertaining to payment revenues billed by Representative to final customers
and intermediary commercial third parties introduced by representative.
2.4
After receiving the fully paid purchase order from
the Representative, the Company will ship all the Devices in the said purchase order in two batches (each batch will not exceed 10 working
days). The specific shipping time and quantity will be determined by negotiation between the two parties. If the Company fails to fulfill
the negotiation within one natural month after receiving the fully paid purchase order from the Representative, the Company will compensate
the Representative accordingly. If the Company exceeds the negotiated time for delivery, the Company shall pay the Representative a daily
penalty of one-thousandth of the value of the delayed Devices, with the cumulative penalty not exceeding one-hundredth of the value of
the delayed Devices.
3.
Sale Price and Commissions on Sales.
3.1
Representative shall determine in its sole discretion
the sale price at which Representative markets and sells the Devices to customers.
3.2
The Company shall pay a commission to the Representative
for Devices purchased from the Company by Representative in accordance with the Commission Matrix set forth in Schedule B attached hereto.
Company shall pay Representative’s commission in the form of a credit towards the next purchase order submitted by Representative.
3.3
The Representative shall make an advance payment
in the amount of USD 1 million (USD1,000,000) to the bank account designated by the Company as specified in Section 2.1 of the Agreement
within fifteen (15) days after the Effective Day of this Agreement. The advance payment will be used as credit in the purchase order(s)
for purchasing the Devices from the Company by the Representative.
4.
Furnishing Sales Materials to the Representative.
4.1
In connection with the Representative’s performance
of his duties and obligations, the Company may from time to time during the term of this Agreement furnish the Representative with such
sales catalogs, brochures, samples, equipment, software and other sales materials (collectively the “Sales Materials”) as
the Company deems necessary to enable the Representative to solicit orders for the Devices. All Sales Materials shall remain the
exclusive property of the Company. The Representative shall use such Sales Materials solely for the purpose of soliciting orders
for the Devices within the Territory and will take all action necessary and appropriate to ensure that no Sales Materials are lost, stolen,
destroyed or damaged. If any Sales Material is lost, stolen, destroyed or damaged, the Representative shall be liable to the Company
for the cost of replacement of such Sales Materials.
4.2
Upon demand by and in accordance with the instructions
of the Company, the Representative will, at the Representative’s expense, return to the Company all Sales Materials specified in
such demand within 10 days after the date of such demand. The Representative further agrees that, in the event that this Agreement
is terminated for any reason (with or without cause), the Representative shall immediately return, at the Representative’s own expense,
all such Sales Materials to the Company at its main office or as otherwise directed by the Company.
5.
Termination. Notwithstanding
anything to the contrary contained in this Agreement, including Section 1.2 hereof, either the Representative or the Company may terminate
this Agreement for convenience fifteen (15) days after giving notice in writing to the other party of the terminating party’s intention
to terminate this Agreement; provided, however, that termination of this Agreement by either party shall not relieve
either party from liability for breach of any provision of this Agreement nor for payment of commissions or monies due one to the other.
5.1
Company agrees that termination does not relate to
ongoing payment of commissions due for the sale of Devices by Representative, nor for any expenses agreed but outstanding.
6.
Indemnification.
6.1
The Company shall defend, indemnify and hold harmless
the Representative from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating
to or arising from a breach of this Agreement by the Company.
6.2
The Representative shall defend, indemnify and hold
harmless the Company, its officers, directors, members, employees and agents from and against any loss, liability, claim or damage (including
reasonable attorneys’ fees and costs) relating to or arising from (i) any claim or allegation in connection with the marketing of
the Devices by the Representative and (ii) a breach of this Agreement by the Representative.
6.3
The foregoing indemnities are conditioned on (i)
prompt written notice by the party seeking indemnification; (ii) cooperation in the defense of the claim, demand or action; and (iii)
the obtaining of the prior written approval of the indemnifying party of any settlement or offer of settlement.
7.
Non-Disclosure. The Representative
covenants and agrees that he shall not, during the Term of this Agreement, except in the performance of obligations hereunder, or at any
time after the termination of this Agreement, communicate or disclose to any Person (other than the Company or its Affiliates and the
Company’s agents, consultants, auditors or attorneys), or use for his account, without the prior written consent of the Company,
any business information, observations, data, written material, records or documents relating to the business and affairs of the Company
or any of its Affiliates, including, without limitation, any trade secrets, customer lists, information relating to sources of customers
or prospects, financial, personnel and customer information, and any confidential information concerning the business or affairs of any
supplier, creditor, lender, shareholder or customer of the Company or any of its Affiliates which was obtained or acquired by the Representative
during the Term of this Agreement. In addition, the Representative shall not discuss the fees or other compensation received by
the Representative, or by any of the Company’s employees, salesmen or agents with any other person whether or not they are employed
by the Company (except for confidential discussions with the Representative’s accounting and legal advisors); nor shall the Representative
discuss sales achieved by the Company or any profit and cost information with any other party except as authorized by the President of
the Company. The Representative further covenants and agrees that the Representative shall retain all such knowledge and information
concerning the foregoing in trust for the sole benefit of the Company and its Affiliates and their successors and assigns.
9.
Covenant to Report; Ownership of Trade Secrets.
9.1
The Representative shall promptly communicate and
disclose to the Company all observations made and data obtained by the Representative during the Term. All written materials, records
and documents made by the Representative or coming into his possession during the Term concerning the business or affairs of the Company
or any of its Affiliates shall be the sole property of the Company and its Affiliates; and upon the Termination of this Agreement or upon
the earlier request of the Company during the Term, the Representative shall promptly deliver the same to the Company (or its designee).
10.
Remedies. The Representative
acknowledges that the Company will have no adequate remedy at law if the Representative violates any of the terms of this Agreement. In
such event, the Representative agrees that the Company will be entitled to obtain preliminary and permanent injunctive relief or otherwise
to specifically enforce any of the provisions of this Agreement, in any court of competent jurisdiction, without prejudice to any other
remedy available to it at the Company’s expense; provided, however, that such remedy will be held and construed
to be cumulative and not exclusive of any rights or remedies, whether in law or equity, otherwise available under the terms of this Agreement
or under federal, state or local statutes, rules and regulations.
11.
LIMITATION OF LIABILITY. IN NO EVENT
SHALL COMPANY BE LIABLE TO CONSULTANT FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND,
WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES CLAIM REGARDING THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY REPRESENTATIVE
UNDER PURCHASE ORDERS DURING THE THREE (3) MONTHS PRECEDING THE CLAIM. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS
OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THEIR ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT
WOULD BE SUBSTANTIALLY DIFFERENT.
12.
No Conflicts with Other Agreements. The
Representative represents and warrants that his obligations under this Agreement do not breach, violate, conflict with or contravene any
oral or written understanding or agreement binding on the Representative, including, without limitation, any covenant not to compete.
13.
Assignment. This Agreement
and all of the provisions hereof shall be binding upon and inure to the benefit of both parties hereto and their respective successors
and assigns; provided, however, that neither this Agreement nor Representative without the prior written consent
of the Company, nor any of the rights, interests or obligations hereunder may be assigned by the Company without the prior written consent
of the Representative.
14.
Changes; Alterations. No
change, alteration, modification or addition to this Agreement shall be effective unless in writing and properly executed by the parties
hereto.
15.
Applicable Law. This Agreement
shall be governed by and construed solely and exclusively in accordance with the laws of Singapore.
16.
Arbitration. The Parties waive
any claim that they may have that any of the foregoing courts is an inconvenient forum. The Parties agree that all controversies, claims,
disputes and matters in question arising out of, or related to this Agreement, the performance under this Agreement, the breach of this
Agreement or any other matter or claim whatsoever (including but not limited to tort claims) shall be decided by binding arbitration before
the Singapore International Arbitration Centre in Singapore using a single arbitrator and under its Commercial Rules.
17.
Notices. All notices and
other communications which are required under this Agreement shall be in writing and shall be deemed to have been duly given (a) when
delivered in person, (b) two business days after being mailed with an internationally recognized courier service provided that such mailing
is sent by a tracked process and the documents are signed for by the recipient at their last known business address.
18.
Entire Agreement. This Agreement,
together with Schedule A and Schedule B attached hereto, embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter of this Agreement and supersedes all prior agreements, commitments, arrangements; negotiations or understandings,
whether oral or written, between the parties with respect thereto. There are no agreements, covenants, undertakings, representations
or warranties with respect to the subject matter of this Agreement other than those expressly set forth or referred to herein.
19.
Severability. If any provisions
of the Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not
affect the remaining provisions hereof, which shall remain in full force and effect.
20.
Headings. The headings contained
in this Agreement are for convenience of reference only and shall not constitute a part hereof or define, limit or otherwise affect the
meaning of any of the terms or provisions hereof.
21.
Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.
| NGH COMPUTER PTE. LTD.: |
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BIT ORIGIN LTD.: |
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| By: |
/a/ Baohui He |
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By: |
/s/ Jinghai Jiang |
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Authorized Signature |
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Authorized Signature |
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| Printed Name: Baohui He |
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Printed Name: Jinghai Jiang |
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| Title: Authorized Representative |
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Title: Chairman, CEO, COO |
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| Date: June 7, 2024 |
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Date: June 7, 2024 |
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| Business Address: 3 PHILLIP STREET, #10-04, |
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Business Address: 7F, Samsung Hub, 3 Church street Singapore 049483 |
| ROYAL GROUP BUILDING, SINGAPORE (048693) |
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| Registration Number: 202334734D |
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Exhibit 99.1
Bit Origin Ltd Announces
Strategic Partnership with Aethir to Become a Sales Representative, Entering the Field of AI Computing Power, GPU, and Edge Computing
New York, June 7, 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 successfully closed its fundraising of close to USD150mn according to cryptorank.io. Aethir is an enterprise-grade,
artificial intelligence (“AI”) and Gaming-focused GPU-as-a-service provider, which offers a convenient way for users to access
high-performance computing resources for machine learning, deep learning, and other data-intensive applications. Aethir’s decentralized
cloud computing infrastructure enables GPU providers to connect with enterprise clients who need the raw power of NVIDIA’s H100
chips for sophisticated AI and machine learning tasks.
In addition, Aethir’s infrastructure
supports cloud gaming clients and has contracts with the world’s largest gaming and telecom companies, taking advantage of its flexibility
and coverage across technological and operational expertise.
$ATH token is the native token for the Aethir
network, a reward for network providers for their services for maintaining the network. $ATH token is a versatile cryptocurrency that
can used for trading, making payments and exchanged into fiat currencies or other cryptocurrencies.
Bit Origin’s Role and Vision
By becoming a sales representative for Aethir, Bit Origin aims to leverage
its extensive expertise and industry connections to further expand Aethir's market reach. This partnership aligns with Bit Origin’s
strategic objectives to innovate and lead in the technology and blockchain sectors.
Furthermore, Bit Origin has announced its intention to acquire certain
Aethir devices for strategic self-deployment in Singapore or Malaysia. The Company will provide detailed updates as these plans progress.
"We are thrilled to partner with Aethir and represent their groundbreaking
GPU cloud solutions," said Jinghai Jiang, Chairman of the Board, CEO and COO of Bit Origin Ltd. "Aethir's technology is truly
transformative, and we believe this collaboration will significantly enhance our offerings while driving substantial growth and value
for both companies."
Driving Innovation and Growth
This agreement underscores Bit Origin 's commitment to embracing cutting-edge
technologies and pioneering advancements within the industry. As Aethir continues to unlock the potential of global GPU computing, Bit
Origin is poised to play a pivotal role in facilitating access to these invaluable resources.
About Bit Origin Ltd
Bit Origin Ltd, formerly
known as China Xiangtai Food Co., Ltd., is an emerging growth company operating in the United States and engaged in the cryptocurrency
mining business. The Company is also actively deploying blockchain technologies alongside diversified expansion strategies. For more
information, please visit https://bitorigin.io.
Safe Harbor Statement
This announcement
contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events
and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial
needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect,"
"anticipate," "aim," "estimate," "intend," "plan," "believe," "potential,"
"continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although
the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such
expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated
results.
Company Contact
Bit Origin Ltd
Mr. Jiang Jinghai, Chairman
of the Board, CEO and COO
Email: ir@bitorigin.io
To keep updated on Bit Origin’s
news releases and SEC filings, please subscribe to email alerts at https://bitorigin.io/contact
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