比特起源 2025年年度报告和过渡报告

Class A Ordinary Shares, par value$0.000001 per share Securities registered or to be registered pursuant to Section12(g) of the Act:None Securities for which there is a reporting obligation pursuant to Section15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close ofthe period covered by the annual report:58,211,111Class A ordinary shares issued and outstanding as of June 30,2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. Table of Contents If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or15(d) of the Securities Exchange Act of1934. ☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d) of theSecurities Exchange Act of 1934 during the preceding 12months (orfor such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (orforsuch shorter period that the registrant was required to submit suchfiles). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, oran emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term“new or revised financial accounting standard”refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements includedin thisfiling: U.S.GAAP☒International Financial Reporting Standards as issuedOther☐ by the International Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected tofollow. ☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule12b-2of the Exchange Act). Table of Contents PARTIITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM3.KEY INFORMATION5ITEM4.INFORMATION ON THE COMPANY31ITEM4A.UNRESOLVED STAFF COMMENTS47ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS48ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES56ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS63ITEM8.FINANCIAL INFORMATION64ITEM9.THE OFFER AND LISTING64ITEM10.ADDITIONAL INFORMATION65ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK85ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES85PARTIIITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES86ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS86ITEM15.CONTROLS AND PROCEDURES87ITEM 16.[RESERVED]87ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT87ITEM16B.CODE OF ETHICS87ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES88ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES88ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS88ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT89ITEM16G.CORPORATE GOVERNANCE89ITEM16H.MINE SAFETY DISCLOSURE90ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS90ITEM 16J.INSIDER TRADING POLICIES90ITEM 16K.CYBERSECURITY90PARTIIIITEM17.FINANCIAL