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                             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.
 Lucas Wang
FirstName  LastNameLucas Wang
Bit Origin Ltd.
Comapany15,
February   NameBit
             2023 Origin Ltd.
February
Page 2 15, 2023 Page 2
FirstName LastName
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.'
 Lucas Wang
FirstName  LastNameLucas Wang
Bit Origin Ltd.
Comapany15,
February   NameBit
             2023 Origin Ltd.
February
Page 3 15, 2023 Page 3
FirstName LastName
       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