Sangrix Inc.

BTOGSEC EDGAR
ARF'a sor
20-F, Yıllık Rapor (Yabancı İhraççı)

Yıllık Rapor (Yabancı İhraççı)

Bildirim metni

​ Securities registered or to be registered pursuant to Section 12(g) of the Act: None ​ Securities for which there is a reporting obligation pursuant to Section 15(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 of the period covered by the annual report: 733,246 Class A ordinary shares, par value US$0.0003 per share, and 13,796 Class B ordinary shares, par value US$0.0003 per share, issued and outstanding as of June 30, 2026.
U.S. GAAP ☒ ​ ​ International Financial Reporting Standards as issued ​ ​ Other ☐
by the International Accounting Standards Board ☐
​ If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 ​ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ​ ☐ Yes ☒ No ​ ​
​ ​ Page PART I ​ 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 33 ITEM 4A. UNRESOLVED STAFF COMMENTS 50 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 50 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 59 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 65 ITEM 8. FINANCIAL INFORMATION 66 ITEM 9. THE OFFER AND LISTING 67 ITEM 10. ADDITIONAL INFORMATION 67 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 82 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 82 PART II ​ 83 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 83 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 83 ITEM 15. CONTROLS AND PROCEDURES 83 ITEM 16. [RESERVED] 84 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 84 ITEM 16B. CODE OF ETHICS 84 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 84 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 85 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 85 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 85 ITEM 16G. CORPORATE GOVERNANCE 86 ITEM 16H. MINE SAFETY DISCLOSURE 87 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 87 ITEM 16J. INSIDER TRADING POLICIES 87 ITEM 16K. CYBERSECURITY 87 PART III ​ 88 ITEM 17. FINANCIAL STATEMENTS 88 ITEM 18. FINANCIAL STATEMENTS 88 ITEM 19. EXHIBITS 88
Conventions Used in this Annual Report Unless otherwise indicated or the context requires otherwise, references in this annual report on Form 20-F to: ● "SANGRIX," "our company,"the"Company," "we," "us,"and"our" are to SANGRIX INC. (formerly known as BIT ORIGIN LTD and China Xiangtai Food Co., Ltd.), an exempted company incorporated in the Cayman Islands with limited liability;
● "Bit Origin SG" are to Bit Origin Pte. Ltd., a Singapore company and a subsidiary of SANGRIX; and
● "China"or the"PRC" are to the People's Republic of China, excluding Taiwan for the purposes of this annual report only;
● "Class A Ordinary Shares" are to the Class A ordinary shares, par value $0.0003 per share, of the Company;
● "Class B Ordinary Shares" are to the Class B ordinary shares, par value $0.0003 per share, of the Company;
● "RMB"are to the legal currency of China;
●"Sonic Auspice" are to Sonic Auspice DC LLC, a Delaware limited liability company and a subsidiary of SANGRIX;
● "SonicHash Canada" are to SonicHash Inc., a company organized under the laws of Alberta, Canada, and a subsidiary of SANGRIX;
● "SonicHash US" are to SonicHash LLC, a Delaware limited liability company and a subsidiary of SANGRIX;
● "U.S. dollars," "$," "US$,"and"dollars" are to the legal currency of the United States;
We have relied on statistics provided by a variety of publicly-available sources regarding the industry we are involved in. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report. We have sought to provide current information in this annual report and believe that the statistics provided in this annual report remain up-to-date and reliable, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report. ​
PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable for annual reports on Form 20-F. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable for annual reports on Form 20-F. ITEM 3. KEY INFORMATION 3.A. [Reserved] 3.B. Capitalization and Indebtedness Not applicable for annual reports on Form 20-F. 3.C. Reasons for the Offer and Use of Proceeds Not applicable for annual reports on Form 20-F. 3.D. Risk Factors Summary Risk Factors You should carefully consider all of the information in this annual report before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks and uncertainties we face, organized under relevant headings. Risks Related to Our Digital Asset Holding Business ● If we are unable to successfully implement our business plan or other business strategies as implemented in the future, it would affect our financial and business condition and results of operations;
● Our results of operations are expected to be impacted by significant fluctuation of Bitcoin price and Dogecoin price;
● The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate;
● Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities or that accept cryptocurrencies as payment, including financial institutions of investors in our securities. Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by banks and other financial institutions, may indirectly adversely affect our business operations, financial condition and results of operations;
● We may face risks of internet disruptions, which could have an adverse effect on the price of cryptocurrencies;
● The impact of geopolitical and economic events on the supply and demand for cryptocurrencies is uncertain;
● There is a lack of liquid markets for cryptocurrencies, and blockchain-based assets are susceptible to potential manipulation;
● Our Dogecoin may be subject to loss, theft or restriction on access. We have policy to safeguard our crypto assets, however, our business and financial condition may be affected if the policies and procedures surrounding the safeguarding of crypto assets are not effective;
● The limited rights of legal recourse available to us expose us and our investors to the risk of loss of our Dogecoin for which no person is liable, and our lack of insurance protection for risk of loss of our digital assets exposes us and our shareholders to the risk of loss of our digital assets for which no person may ultimately be held liable and we may not be able to recover our losses.;
● Regulatory actions in one or more jurisdictions could restrict our ability to hold, transfer, pledge or dispose of Dogecoin and could adversely affect its value.
● Our business growth and Dogecoin treasury strategy depend on access to external financing, which may not be available on acceptable terms, or at all.
● Even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.
● We may pursue additional opportunities to acquire complementary businesses, which could further increase leverage and debt service requirements and could adversely affect our financial situation if we fail to successfully integrate the acquired business.
● Our indebtedness could adversely affect our ability to raise additional capital to fund operations.
● New lines of business or new products and services may subject us to additional risks.
● Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted.
● We may face several risks due to disruptions in the crypto asset markets, including but not limited to the risk from depreciation in our share price, financing risk, risk of increased losses or impairments in our investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets.
● The recent disruption in the crypto asset markets may harm our reputation.
● Regulatory developments in the United States or internationally may restrict the use, transfer, custody, acquisition, or legal status of cryptocurrencies, including Dogecoin ("DOGE"), which could adversely affect our business.
● Our cryptocurrency holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
● Our board of management has experience in risk management and we have risk management policies in place in light of current crypto asset market conditions. However, if we are not able to timely and appropriately adapt to changes in our business environment or to accurately assess where we are positioned within a business cycle and make adjustments to our risk management policies, our business, financial condition, or results of operations may be materially and adversely affected.
● We may face financing, liquidity, or other risks related to the impact that the current crypto asset market disruption has had, directly or indirectly, on the value of the crypto assets we use as collateral or the value of our crypto assets used by others as collateral.
Risks Related to Our Graphics Processing Unit (" GPU") and AI Computing Infrastructure Business ● Our GPU infrastructure business is new, and we may not realize the anticipated benefits of our acquisition.
● Our GPU servers have not yet been delivered or deployed, and their delivery and deployment may be delayed.
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Sangrix Inc., 20-FSEC EDGAR dosya no 000110465926108989
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