SecProbe.io

United States securities and exchange commission logo
February 15, 2023
Lucas Wang
Chief Executive Officer
Bit Origin Ltd.
375 Park Ave, Fl 1502
New York, NY 10152
Re:Bit Origin Ltd.
Amendment No. 2 to
Registration Statement on Form F-3
Filed February 6, 2023
File No. 333-268501
Dear Lucas Wang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 20, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-3
Prospectus Summary
Business Overview, page 5
1.Refer to your response to prior comment 3.  Please revise to clarify who maintains control
of, or has access to, the private keys for your Bitcoin wallets, and the security processes
and procedures you have in place for withdrawing or transferring Bitcoin from those
wallets.

 FirstName LastNameLucas Wang
 Comapany NameBit Origin Ltd.
 February 15, 2023 Page 2
 FirstName LastName
Lucas Wang
Bit Origin Ltd.
February 15, 2023
Page 2
Miners, page 5
2.Refer to your response to prior comment 2.  Please disclose the range of bitcoin prices for
the periods covered by each table up to the most recent practicable date, and clarify how
you calculated the "weighted average" of the hosting price.  Also, we note your disclosure
on page 6 that "[t]he depreciation expenses are the sunk cost to the mining operation at
$17,600/BTC mined."  To the extent that these costs are not included in your breakeven
analyses on page 6, please include these costs or tell us why you believe this is not
necessary.  In addition, please revise your disclosure on page 5 to discuss the impact to
your business of your policy to hold bitcoin instead of trading it for fiat currency.
Mining Facilities
Cheyenne, Wyoming, page 9
3.Refer to your response to prior comment 6.  In addition, we note that Dr. Jiaming Li is the
founder of the general partner MineOne Partners Limited.  Please revise to clarify whether
this limited partnership represents a related party transaction and provide a more detailed
discussion of the terms of the partnership agreement.  Finally, clarify whether the terms of
the partnership were negotiated at arm's length.
Impact of Recent Developments Regarding Crypto Asset Market, page 11
4.Refer to your response to prior comment 8.  Please revise to discuss any pending
regulation related to electricity consumption by mining companies or the exchange of
crypto assets.
Recent Developments, page 13
5.Refer to your response to prior comment 12.  Please revise to identify the Lender.
The October 2022 Private Placement
The Private Placement
Security and Pledge Agreement, page 24
6.Refer to your response to prior comment 12.  Please reconcile your disclosure on page 24
that "[t]he Security and Pledge Agreement granted a security interest in favor of the
Collateral Agent . . .  for the benefit of the Selling Shareholder in all personal property and
assets, whether now owned or thereafter acquired (including all crypto assets)," with your
disclosure on page 22 that you "have pledged a portion of [y]our Bitcoins as collateral for
financing, including the transaction as discussed under the section titled 'The October
2022 Private Placement.'”

 FirstName LastNameLucas Wang
 Comapany NameBit Origin Ltd.
 February 15, 2023 Page 3
 FirstName LastName
Lucas Wang
Bit Origin Ltd.
February 15, 2023
Page 3
            Please contact Sonia Bednarowski at 202-551-3666 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets