BIT ORIGIN Details $2.1M Convertible Note & Warrants

TL;DR

**BIT ORIGIN confirmed a $2.1M convertible note and warrants sale from October 2022, impacting future share structure.**

AI Summary

BIT ORIGIN Ltd (formerly China Xiangtai Food Co., Ltd.) filed a 6-K on February 26, 2024, disclosing details about a senior secured convertible note and warrants issued on October 21, 2022. The company sold a note with a principal amount of $2,100,000 and warrants to purchase up to 5,108,275 ordinary shares to an accredited investor for a purchase price of $1,974,000. This filing serves as a public record of these previously disclosed financial instruments.

Why It Matters

This filing provides transparency on BIT ORIGIN's past financing activities, specifically a $2.1 million convertible note and associated warrants, which could impact future share dilution and debt obligations.

Risk Assessment

Risk Level: medium — The existence of a convertible note and warrants introduces potential future share dilution, which can negatively impact existing shareholders.

Key Numbers

• $2.1M — Principal Note Amount (Indicates the face value of the convertible debt issued by BIT ORIGIN Ltd.)
• 5.1M — Warrants Shares (Represents the maximum number of ordinary shares that can be purchased through the warrants, indicating potential future dilution.)
• $1.974M — Purchase Price (The actual cash received by BIT ORIGIN Ltd for the note and warrants.)

Key Players & Entities

• BIT ORIGIN Ltd (company) — Registrant and issuer of the note and warrants
• China Xiangtai Food Co., Ltd. (company) — Former name of BIT ORIGIN Ltd
• $2,100,000 (dollar_amount) — Principal amount of the senior secured convertible note
• 5,108,275 (dollar_amount) — Number of ordinary shares purchasable via warrants
• $1,974,000 (dollar_amount) — Purchase price of the note and warrants
• October 21, 2022 (date) — Date the note and warrants were sold and issued

FAQ

Key Financial Figures

• $2,100,000 — Note”) in the principal amount of $2,100,000 and warrants to purchase up to 5,108,27
• $1,974,000 — ;Holder”), at a purchase price of $1,974,000. The Note has an initial conversion pri
• $0.33 — Note has an initial conversion price of $0.33 per share, subject to a floor price of
• $0.06 — per share, subject to a floor price of $0.06 per share. The Warrants have an initial
• $1.20 — rants have an initial exercise price of $1.20 per share and is exercisable for 7 year
• $1.80 — rsion price of the Note was adjusted to $1.80 per share. The exercise price of the Wa
• $1.3552 — e price of the Warrants was adjusted to $1.3552 per share and the Warrant Shares were a
• $1,200,000 — as converted principal in the amount of $1,200,000 and accrued interest into 680,183 ordin
• $900,000 — any has paid principal in the amount of $900,000 and accrued interest to the Holder. The

Filing Documents

• tm247226d1_6k.htm (6-K) — 11KB
• 0001104659-24-027302.txt ( ) — 12KB

SIGNATURES

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: February 26, 2024 BIT ORIGIN LTD. By: /s/ Lucas Wang Name: Lucas Wang Title: Chief Executive Officer and Chairman of the Board

View Full Filing

View this 6-K filing on SEC EDGAR