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Bit Origin Ltd

375 Park Ave, Fl 1502

New York NY 10152

January 5, 2023

Via Edgar Correspondence

Ms. Sonia Bednarowski

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Bit Origin Ltd

    Registration Statement on Form F-3

    Filed November 21, 2022

    File No. 333-268501

Dear Ms. Bednarowski,

This letter is in response to the letter dated
December 16, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Bit Origin Ltd (the “Company”, “we”, and “our”). For ease of reference, we have recited the Commission’s
comments in this response and numbered them accordingly. An amended registration statement on Form F-3 (the “Amendment No. 1 to
the Registration Statement”) is being submitted to accompany this letter.

Registration Statement on Form F-3

General

1. Provide disclosure of any significant crypto
asset market developments material to understanding or assessing your business, financial condition and results of operations, or share
price since your last reporting period, including any material impact from the price volatility of crypto assets.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised to add the disclosure of any significant crypto asset market
developments material to understanding or assessing our business, financial condition and results of operations, or share price since
our last reporting period, including any material impact from the price volatility of crypto assets on page 10 in the Amendment No. 1
to the Registration Statement.

Commonly Used Defined Terms, page 1

2. Please revise your definition for “China”
or the “PRC” in the second bullet point on page 1 to remove the exclusion of Hong Kong and Macau from the definition.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the definition for “China” or the “PRC”
on page 1 in the Amendment No. 1 to the Registration Statement.

Prospectus Summary, page 3

3. We note your disclosure on page 4 that,
as a result of the disposition of EVM Inc. and China Silanchi Holding Limited, you no longer operate under a VIE structure. Please confirm
that you do not have any PRC, Hong Kong, or Macau subsidiaries or business operations in the PRC, Hong Kong or Macau. To the extent that
you do have PRC, Hong Kong, or Macau subsidiaries, please revise your filing to provide specific and prominent disclosure about the legal
and operational risks associated with such China-based companies or material operations. For additional guidance, please see the Division
of Corporation Finance's Sample Letter to China-Based Companies issued in December 2021 and located on our website at https://www.sec.gov/corpfin/sample-letter-china-basedcompanies.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we hereby confirm that we do not have any PRC, Hong Kong, or Macau subsidiaries
or any business operations in the PRC, Hong Kong or Macau. We added the disclosure on page 4 in the Amendment No. 1 to the Registration
Statement.

Business Overview, page 5

4. Please revise to include disclosure regarding
your plans to engage in other crypto-related businesses or services, plans to expand your mining operations or plans to mine additional
crypto assets. In this regard, we note your disclosure on page 3 that you are "seeking opportunities to engage in cryptocurrency
mining in Canada" and that you are "seeking opportunities in crypto asset mining and blockchain technologies in Singapore."
Please revise to describe the type of "opportunities" you are seeking in Canada and Singapore, the stage of such activities,
an estimated time line for your plans for such expansion as well as the estimated costs associated with the expansion, including the sources
of the capital necessary for the planned expansion. To the extent that you plan to expand your mining business to mine crypto assets other
than Bitcoin, please identify the crypto assets you plan to mine, if known, and, to the extent that you may mine other crypto assets in
the future, please disclose the procedures and policies related to selecting the crypto assets.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have been paying close attention to cryptocurrency mining and blockchain
technology, but due to the recent development in the cryptocurrency industry, we have focused on existing layouts and mining sites in
the United States, and other types of expansion and exploration have been suspended. Currently, we do not have any plan to engage in other
crypto-related businesses or services, expand the mining operations, or mine crypto assets other than Bitcoin. We added the disclosure
on page 5 in the Amendment No. 1 to the Registration Statement and removed reference that we are “seeking opportunities to engage
in cryptocurrency mining in Canada” and “seeking opportunities in crypto asset mining and blockchain technologies in Singapore.”

5. We note your
statement on your website that you plan geographic expansion with a focus on North America and Africa. Please revise to discuss your plans
regarding geographic expansion in Africa. In addition, please address the relevant regulations in all of the jurisdictions in which you
currently operate and those jurisdictions in which you plan to operate.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have removed reference of Africa from our website.

6. Please expand the description of your miners
on page 5 to disclose the types of miners your own, the average, mean and range of the ages of your Bitcoin miners and the average downtime
due to scheduled maintenance and non-scheduled maintenance as well as the average, mean and range of the energy efficiency of your miners.

RESPONSE: We note
the Staff’s comment, and in response thereto, respectfully advise the Staff that SonicHash US has purchased and currently owns 4,250
high performance Bitcoin miners, including 3,532 units of Koi C16 and 718 units of Bitmain Antminer S19j pro. All the miners, when purchased,
were new. The age of the miners ranges from newly purchased to 8 months. The average age is 4.7 months. The average downtime due to scheduled
or unscheduled maintenances is 5%. The energy efficiency of the C16 miners and the S19j pro miners is 3.4KWH and 3.05 KWH, respectively.
We added the description on page 5 in the Amendment No. 1 to the Registration Statement.

7. Please revise to disclose whether you intend
to hold or monetize the mined Bitcoin, and please disclose your policies related to the uses for the mined Bitcoin. Disclose how you monetize
your Bitcoin, including the exchanges you use, whether you have any agreements with any exchanges, and whether you store any of your crypto
asset holdings on any exchanges' platforms. In addition, please disclose whether you hold any other types of crypto assets. If so, please
identify the types and amount of such crypto assets and discuss the purpose of holding the other types of crypto assets.

RESPONSE: We note
the Staff’s comment, and in response thereto, respectfully advise the Staff that we hold the mined Bitcoin in order to enjoy the
potential benefits of the appreciation of the Bitcoin price. We do not currently trade Bitcoin on any exchange or store Bitcoin on any
trading platform. We do not hold any virtual assets other than Bitcoin. We added the description on page 5 in the Amendment No. 1 to the
Registration Statement.

8. Please revise to disclose whether you currently
participate in mining pools and, to the extent that you do, identify the mining pool operators, disclose the material terms of the mining
agreements, state whether or not all of your miners participate in the mining pools, and discuss how mining pools operate more generally.
As part of your discussion be sure to include whether the mining pools provide services only for Bitcoin mining, or if the they are multi-crypto
asset mining pools, the fees associated with participating in the mining pools, and whether payouts are limited only to Bitcoin.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully
advise the Staff that SonicHash US has entered into a cryptocurrency mining pool with KuCoin (the “KuCoin Pool”). The verbal
agreement can be terminated at any time by either party. KuCoin provides computing power to the mining pool for SonicHash US's 1,760 operating
miners in Indiana. SonicHash US provides computing power and in exchange for successfully adding a block to the blockchain, SonicHash
US shall receive a fractional share of the fixed cryptocurrency award the mining pool operator receives (less cryptocurrency transaction
fees to the mining pool operator which are recorded net with revenues) in Bitcoin. SonicHash US’s fractional share is based on the
proportion of computing power SonicHash US contributed to the mining pool operator to the total computing power contributed by all mining
pool participants in solving the current algorithm. The KuCoin Pool is a high-performance mining pool that supports Proof of Work (PoW)
assets such as Bitcoin (BTC) and Bitcoin Cash (BCH), with more coins in the pipeline. The KuCoin Pool provides users with a low mining
fee of 2%, along with optimized algorithms for higher mining efficiency. For the 2,490 stand-by miners at the mining facility in Cheyenne,
Wyoming, SonicHash US is evaluating F2pool, Luxor and Antpool now and is committed to diversify our exposure to different mining pools.
We added the description on page 8 in the Amendment No. 1 to the Registration Statement.

9. Please disclose your custody procedures
and arrangements by identifying your third-party custodians and the material terms of the agreements, including:

 · what portion of your Bitcoin or other crypto
assets, if any, are held in hot wallets and cold wallets;

 · the geographic location where digital assets
are held in cold wallets;

 · where any persons (e.g., auditors, etc.) are
responsible for verifying the existence for the digital assets held by the third-party custodian (s);

 · whether any insurance providers have inspection
rights associated with the digital assets held in storage; and

 · a description of your custodian's insurance
and the degree to which such policies provide coverage for the loss of your crypto assets.

RESPONSE: We note
the Staff’s comment, and in response thereto, respectfully advise the Staff that all of our crypto assets are Bitcoins and the Bitcoins
are held in cold wallet Ledger Nano X in Singapore. The management of the Company is responsible to supervise the Bitcoin and the auditor
of the Company is responsible to verify the existence for the Bitcoin held in the cold wallet. We do not have insurance that covers our
Bitcoins in the event of loss or fraud. We added the description on page 5 in the Amendment No. 1 to the Registration Statement.

10. Please revise your disclosure to describe
the terms and provisions of your insurance policies covering your crypto assets in the event of loss or fraud, including the amount of
coverage, term and termination provisions, renewal options and limitations on coverage. In addition, please disclose the material terms
of your insurance policies covering your miners. To the extent that you do not have insurance coverage for your crypto assets or miners,
please revise to add risk factor disclosure as appropriate.

RESPONSE: We note
the Staff’s comment, and in response thereto, respectfully advise the Staff that we do not have any insurance that covers our Bitcoin
in the event of loss or fraud. We added the risk factor “Bitcoins held by us are not subject to FDIC or SIPC protections and are
not covered by any insurance in the event of loss or fraud” on page 18 in the Amendment No. 1 to the Registration Statement.

11. To the extent material, discuss how recent
bankruptcies of certain crypto asset market participants and the downstream effects of those bankruptcies have impacted or may impact
your business, financial condition, and counterparties, either directly or indirectly. Clarify whether you have material assets that may
not be recovered due to the bankruptcies or may otherwise be lost or misappropriated.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we do not have direct exposure to
any of the crypto asset market participants that declared bankruptcy recently. We will not have material assets that may not be recovered
or may otherwise be lost or misappropriated due to the bankruptcies. However, the digital asset markets, including the market for Bitcoin
specifically, have experienced extreme price volatility and several other entities in the digital asset industry have been, and may continue
to be, negatively affected, further undermining confidence in the digital assets markets and in Bitcoin. The price for Bitcoin decreased
substantially in the second half of 2022 and especially after the fallout of FTX, reducing industrywide margins and forcing difficult
decisions around the industry to halt operations temporally. Such volatility and decrease in Bitcoin price have had a material and adverse
effect on our results of operations and financial condition and we expect our results of operations to continue to be affected by the
Bitcoin price as all our revenue has been from Bitcoin mining production. In particular, our production in November 2022 was negatively
affected by the strong volatility of the Bitcoin price. As a result, we scaled down our operations to cut down costs. In December 2022,
due to high energy price and the Georgia site’s weak condition in general, SonicHash US suspended the operation of the miners in
the Georgia site and shipped the 1,490 miners that were deployed in the Georgia site to the mining facility under construction in Cheyenne,
Wyoming, ready to be deployed as soon as the mining facility starts operation. In addition, December 2022, we reached an agreement with
Your Choice 4 CA, Inc., the host of the mining facility in Marion, Indiana, that the hosting fee is adjusted to equal to the sum of (i)
the electricity cost of the mining activities and (ii) 50% of SonicHash US’s profit generated from the Indiana site, i.e., the
difference of the market price of the Bitcoins mined from the Indiana site and the electricity cost. The new fee structure has decreased
our cost significantly in December 2022. We will continue adjusting our short-term strategy to optimize our operating efficiency in the
current dynamic market conditions. We added the disclosure on page 10 in the Amendment No. 1 to the Registration Statement.

12. If material to an understanding of your
business, describe any direct or indirect exposures to other counterparties, customers, custodians, or other participants in crypto asset
markets known to:

 · Have filed for bankruptcy, been decreed insolvent
or bankrupt, made any assignment for the benefit of creditors, or have had a receiver appointed for them.

 · Have experienced excessive redemptions or
suspended redemptions or withdrawals of crypto assets.

 · Have the crypto assets of their customers
unaccounted for.

 · Have experienced material corporate compliance
failures.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we do not have any such counterparties.

13. Please revise to include a comprehensive
breakeven analysis for your Bitcoin mining operations or any other crypto assets that you earn or mine that compares the cost to earn/mine
one crypto asset with the value of the crypto asset.

RESPONSE: We note
the Staff’s comment, and in response thereto, respectfully advis