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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Restatement of the Interim Financial Statements
This Amendment No.1 to Form 6-K amends the information furnished on Form 6-K by SANGRIX INC. (formerly known as Bit Origin Ltd.) (the "Company") on August 6, 2026 (the "Original 6-K") to restate the unaudited condensed consolidated balance sheet as of December 31, 2025 and the unaudited condensed consolidated statement of operations and comprehensive loss for the six months ended December 31, 2025. The restatement corrects errors relating to (a) the classification of certain Class A Ordinary Shares with redemption rights, (b) the presentation of interest expense associated with the convertible debentures measured under the fair value option, and (c) the measurement of deemed dividends attributable to outstanding warrants. This Amendment is limited to the restated financial statement information presented herein and does not otherwise update the Original 6-K, except as expressly described below.
The share and per-share amounts presented in the restated financial statements have also been retroactively adjusted to reflect the Company's 1-for-5 reverse share split effected on August 21, 2026.
SANGRIX INC. (FORMERLY KNOWN AS BIT ORIGIN LTD) AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars, except for share and per share data)
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' (DEFICIT) EQUITY
Other payables and accrued liabilities $ 282,945
Class A Ordinary Shares subject to potential redemption, 66,668 and nil shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively*
Class A Ordinary Share (par value $0.0003 per share, 190,000,000,000 shares authorized; 228,713 and 194,036 shares issued and outstanding as of December 31, 2025 and June 30, 2025)*
Class B Ordinary Share (par value $0.0003 per share, 10,000,000,000 shares authorized; 2,560 and 2,560 shares issued and outstanding as of December 31, 2025 and June 30, 2025)*
Total SANGRIX INC. shareholders' (deficit) / equity
Total liabilities, mezzanine equity and shareholders' (deficit) / equity $ 12,912,203
* Giving retroactive effect to the 1-for-60 reverse share split effected on January 20, 2026 and the 1-for-5 reverse share split effected on August 21, 2026
SANGRIX INC. (FORMERLY KNOWN AS BIT ORIGIN LTD) AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars, except for share and per share data)
Crypto asset mining revenue $ - $ - $ - $ -
Crypto asset miner sales net revenue - - - -
Cost of crypto asset mining revenue - - - -
Provision for / (recovery of) credit losses 10,500 - 10,500 (62,132 )
Change in fair value of crypto assets 7,725,219 - 7,725,219 -
Change in fair value of convertible debentures 2,435,576 (1,757,201 )(b) 678,375 -
LESS: Net income / (loss) attributable to noncontrolling interests 29,549 - 29,549 (13,742 )
Deemed dividend attributable to down round feature of warrants 9,714,331 (1,981,633 )(c) 7,732,698 -
Effects of credit risk change from liabilities measured at fair value (530,550 ) - (530,550 ) -
LESS: Total comprehensive income (loss) attributable to noncontrolling interests 29,549 - 29,549 (13,742 )
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO SANGRIX INC. $ (9,199,435 ) $ - $ (9,199,435 ) $ (2,805,331 )
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES*
* Giving retroactive effect to the 1-for-60 reverse share split effected on January 20, 2026 and the 1-for-5 reverse share split effected on August 21, 2026
Reflects the reclassification of certain Class A Ordinary Shares with redemption rights from permanent shareholders' equity to mezzanine equity in accordance with the applicable accounting guidance. The adjustment represented a reclassification within the equity section and did not affect total assets, total liabilities or net loss.
Reflects the correction of the presentation of the convertible debentures measured under the fair value option. The Company does not opt to present contractual interest expense separately; instead, the economic effect of contractual interest is included within the change in fair value of the convertible debentures recognized in earnings. The adjustment did not affect consolidated net loss.
Reflects the correction of the measurement of the deemed dividend attributable to the down-round feature of outstanding warrants. The adjustment affected net loss attributable to SANGRIX INC. and basic and diluted loss per share but did not affect consolidated net loss or total shareholders' equity.
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Sangrix Inc., 6-K/ASEC EDGAR dosya no 000110465926108949
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