Sangrix Inc 6-K, filed May 6, 2022
Sangrix Inc. (SGRX)
About this 6-K
Sangrix Inc filed this 6-K on May 6, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-38857
China xiangtai food co., ltd.
(Translation of registrant’s name into English)
375 Park Ave, Fl 1502
New York NY 10152
T: 347-556-4747
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On May 1, 2022, SonicHash LLC, a subsidiary of China Xiangtai Food Co., Ltd., entered into a hosting agreement (the “Hosting Agreement”) with a hosting service provide (the “Hosting Partner”), pursuant to which SonicHash LLC will deliver Bitcoin mining equipment to the Hosting Partner’s facilities in the State of Georgia and the Hosting Partner will provide electricity, internet and other maintenance services to maintain the operation of the mining equipment. The Hosting Agreement is for a term of one year from execution and can be extended at any time upon agreement of both parties. If either party has material breach of the Hosting Agreement and fails to cure with 30 days after such breach, the non-breaching party can terminate the Hosting Agreement. The service fee is estimated to be $295,082 per month. SonicHash LLC has paid a deposit in the amount of $741,585 pursuant to the Hosting Agreement and such deposit will be returned to SonicHash LLC within 7 days after all the mining equipment is removed from the facilities.
The foregoing reference of the Hosting Agreement is qualified in the entirety by reference to the complete text of the English translation of the Hosting Agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated by reference herein.
Attached as Exhibit 99.1 is the registrant’s press release of May 5, 2022, entitled, “China Xiangtai Food Co., Ltd. Announces New Alliance to Secure 6.1 Megawatt Cryptocurrency Mining Capacity and Initial Deployment of 868 miners in Georgia, U.S.”
Attached as Exhibit 99.2 is the registrant’s press release of May 6, 2022, entitled, “China Xiangtai Food Co., Ltd. to
Participate in the Upcoming Sidoti & Co. May Micro Cap Virtual Investor Conference.”
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 6, 2022 | CHINA XIANGTAI FOOD CO., LTD. | |
| By: | /s/ Lucas Wang | |
| Name: | Lucas Wang | |
| Title: | Chief Executive Officer and Chairman of the Board | |
Exhibit 10.1
Hosting Agreement
This Hosting Agreement (this "Agreement") is entered into between HORIZON MINING LTD ("HML") and SonicHash LLC (the "Client") on May 1, 2022 (the "Effective Date"). HML and the client are referred to in this agreement individually as a "Party" or collectively as the "Parties".
Background
Whereas, HML manages the operations of the Data Center (the "DC") located in the
State of Georgia .
Whereas, the client desires that HML escrow and host certain client equipment (hereinafter, the "Equipment") at the DC on or about the expected commencement date in accordance with the terms and conditions contained in this agreement.
Therefore, in consideration of the promises, mutual covenants and agreements contained herein and other valid and valuable consideration received in full, the parties hereto agree to the terms and conditions contained in this agreement.
| 1. | Effective Date; Term |
1. This agreement is entered into between HML and the client and shall be construed to be effective as of the effective date, regardless of when it was signed by the parties.
2. This agreement shall enter into force on the effective date for an initial term of 1 year.
| 2. | Hosting of Equipment |
1. The parties agree to host the equipment at the DC in accordance with the requirements of this agreement and any addenda added to this agreement by mutual agreement of the Parties.
2. The parties shall agree on the quantity of equipment. By mutual agreement, the equipment will be delivered and installed in multiple lots.
3. HML shall enter into an adequate power contract to meet the cumulative energy requirements of the equipment.
4. The client will bear the cost of delivering each shipment to HML at its own expense.
5. The client will bear its own costs for loading and unloading each shipment upon arrival at DC.
6. The parties agree that the provision of hosting services does not constitute a lease of any real property, but rather constitutes a non-transferable, revocable (subject only to the terms set forth herein) license to use the DC space to the client in accordance with the terms of this agreement.
7. HML shall assist the client in the removal of the equipment upon termination of this agreement.
| 3. | Use of Equipment |
1. The client represents that it will not engage in any activity that violates applicable laws in connection with its use of the equipment. The client acknowledges that it is solely responsible for ensuring that client transmits and receives information related to its use of the equipment in a manner that complies with all applicable laws. The client agrees to indemnify, defend and hold harmless HML from any and all costs and expenses arising from claims that the client uses the equipment or services to (i) constitute or encourage a violation of any applicable law, including the sale of illegal goods or violation of export control or obscenity laws; (ii) infringe or cause infringement or otherwise violates the rights of any third party, including, but not limited to any intellectual property, commercial, contractual or fiduciary rights; or (iii) cause any loss or damage to the client, HML or any third party, unless such loss or damage is caused by the negligence or willful misconduct of HML; or (v) constitute unethical marketing practices; unless any such costs and expenses are judicially determined to be caused solely or primarily by the gross negligence or willful misconduct of HML. The client will be solely responsible for all fees, costs, expenses and claims arising from the client's operation of the equipment, including all mining activities.
| 4. | Services |
The services provided by HML (the "Services") shall include, but not be limited to, the following:
1. Installation services. HML may provide the installation services specified in Section 2 above, including but not limited to the proper installation of the equipment at DC (the "Installation Services"). The client may also install the equipment itself, which shall be done under the supervision of HML to ensure that there is no safety risk during the installation of the equipment.
2. Loading and unloading services. HML can provide loading and unloading services, including but not limited to the proper and safe loading and unloading of equipment at DC (the "Loading and Unloading Services").
3. Hosting services. HML shall provide all applications, systems, space, interfaces, IT infrastructure or functionality required for the proper functioning of the hosted client equipment (the "Hosting Services").
4. Physical security. HML shall provide reasonable and customary security measures at DC, including but not limited to security systems, security cameras, security personnel and other security items or procedures. If any equipment is lost or damaged as a result of breach of agreement, misconduct or negligence by HML, HML shall indemnify the client for such loss or damage.
5. Electricity services. HML shall cause the local utility service provider or other third party to provide electric service in accordance with its terms and conditions. The parties agree that the electricity consumption contemplated by this agreement does not require the use of backup generation and/or storage measures at an economic level. Accordingly, HML makes no representations or warranties with respect to backup generation and/or storage measures and will use its reasonable best efforts to provide power.
6. Internet services. Once the device reaches the DC, the HML should provide an Internet connection with a rated rate of 40Mbit/s or higher.
7. Parts and inventory management. HML shall be responsible for the safe storage and management of the equipment. HML shall maintain the necessary inventory levels to meet the intended functions described in the preceding paragraph.
| 5. | Service Fees |
1. Hosting fees: In consideration for all services provided under this agreement, HML will charge the fees set forth in Exhibit 2 (the "Hosting Fees"). The hosting fees will be paid at the full expected level of the equipment in operation for the month, with each month's payment being made at least ten (10) days prior to the accounting closing period.
2. Taxes: The client is responsible for the payment of all taxes, fees or assessments and other charges that may be imposed on the client by any governmental agency in connection with this agreement or any activity contemplated hereunder. Any sales tax applicable to the hosting fees will be charged to the client. HML is responsible for payment of any income tax associated with amounts received from the client.
3. Deposit: The client shall prepay to HML a deposit for each unit to be installed at DC at the rate specified in Appendix 2, which must be received by HML at least thirty (30) days prior to the installation of the applicable equipment at the applicable DC. It shall be refunded to the client's designated account within seven (7) business days after the client vacates the DC and provided no amounts are owed.
4. Installation costs: The client installs the equipment independently, and there is no installation costs.
5. Loading and unloading costs: The client shall pay to HML the loading and unloading costs for the equipment to be installed at DC in accordance with the rates that specified in Appendix 2.
6. Payment method: All payments shall be made by the client to the appropriate account of HML as described in Appendix 3.
| 6. | Ownership and Intellectual Property |
1. The parties acknowledge and agree that the equipment referred to in this agreement is the sole property of the client, or that the client has full rights to control such equipment (as determined by the client).
2. As between the parties, each party is the owner of all intellectual property rights in the software, hardware and other application/technical data (the "Intellectual Property") provided by such party. HML and the client each grant or will cause to be granted to the other a license to use the intellectual property owned by one party that the other party needs to use for the purpose of performing the services during the term of this agreement. The license does not grant either party any right to use the intellectual property beyond the scope of use; specifically, neither party may sell, license, grant any rights in, or market any aspect of the intellectual property. Each license is granted on a non-transferable, non-sublicensable and non-exclusive basis.
3. When HML or the client provides third party licenses to each other, they will (a) inform each other of the applicable license terms; and (b) comply with such terms.
4. HML shall defend and indemnify the client against any amounts payable to third parties for infringement of third party intellectual property rights resulting from the use of the services by the client. The client shall defend and indemnify HML against any amounts payable to third parties in respect of infringement of third party intellectual property rights by HML as a result of the provision of services to the client.
5. Except as otherwise agreed herein, neither party shall sell, or create any mortgage, lien or encumbrance of any kind on, the equipment, intellectual property, results or productivity owned by the other party.
| 7. | Force Majeure |
1. The term "force majeure" or "force majeure event" shall mean an event beyond the reasonable control of the affected party that occurs through no fault or negligence of the party. Force majeure events include, but are not limited to, acts of God, fire, explosion, earthquake, drought, tsunami, flood, hurricane, other extreme weather, natural disasters, war, hostilities, invasion, embargo, insurrection, revolution, ionizing radiation or radioactive contamination from any nuclear fuel or waste, riots, unrest, strikes, acts of terrorism, etc. The term force majeure shall also include interruptions caused by ancillary service providers of HML that are beyond the reasonable control of HML. For example, HML is not responsible when an Internet provider or power provider stops providing service to a DC, when a government agency interferes with a service connection, when the power line supplying power to a DC is destroyed, or when repairs are made to an external Internet line.
2. The party claiming a force majeure event must use its commercially reasonable efforts to eliminate, overcome or minimize the effects of the force majeure event as soon as possible.
3. If an event of force majeure continues for more than thirty (30) days, either party may terminate this agreement by giving at least twenty (20) days prior notice to the other party.
| 8. | Term and Termination |
1. Start date. This agreement shall be effective as of the effective date, regardless of when it is executed by the parties. Thereafter, the "Start Date" shall be the date that the equipment is first brought online and functioning properly. The start date shall commence with the initial term. The parties shall cooperate with each other in order to make the start date effective on or about the anticipated start date.
2. Renewal. At the end of the initial term and any subsequent term, this agreement may be renewed by mutual written consent of the parties. If the parties do not agree thereon, this agreement shall terminate at the expiration of the current term.
3. Termination for cause. If any material breach occurs by either party in the performance of any of its duties or obligations under this agreement and such breach is not materially cured within thirty (30) calendar days after written notice is given to the defaulting party specifying the nature of the breach, the observant party may terminate this agreement by giving written notice to the defaulting party and on the date specified in the termination notice.
4. Termination due to insolvency or bankruptcy. Either party may terminate this agreement immediately by written notice to the other party in the following circumstances:
a. The liquidation or insolvency of the other party.
b. The appointment of a receiver or similar commissioner for the other party.
c. The other party makes an assignment for the benefit of all or substantially all of its creditors.
d. The other party agrees on the composition, extension or readjustment of all or substantially all of its obligations; or
e. A petition in bankruptcy is filed by or against the other party to seek relief or reorganization under any bankruptcy or debtor law.
Signature Page
Singer
Official authorized representative of HORIZON MINING LTD
Signature: /s/ Yi Cui
Name: Yi Cui
Title:
Singer
Official authorized representative of
SonicHash LLC
Signature： /s/ Jiaming Li
Name：Jiaming Li
Title: Director
Exhibit 99.1
China Xiangtai Food Co., Ltd. Announces New Alliance to Secure 6.1 Megawatt Cryptocurrency Mining Capacity and Initial Deployment of 868 miners in Georgia, U.S.
New York, May 5, 2022 (GLOBE NEWSWIRE) – China Xiangtai Food Co., Ltd. (NASDAQ: BTOG) ("China Xiangtai " or the "Company") (new name Bit Origin Limited pending name registration), an emerging growth company engaged in crypto mining business with a diversified expansion strategy, today announced that it has entered into a hosting agreement (the “Agreement”) with Horizon Mining Ltd (“Horizon”), an American operator of crypto mining site located in Georgia, U.S., on May 1, 2022, to secure its cryptocurrency mining capacity of up to 6.1 megawatt (“MW”). In addition, the Company also announced that its first batch of 868 miners will be deployed in Georgia, U.S. on May 5, 2022.
The site is located in Georgia Center for Innovation & Manufacturing in Macon City, Georgia. The Company expects to have its final inspection and power-up on the site today. The first batch of 868 miners will be deployed simultaneously and expected to operate and mine Bitcoin once finished all required work.
The hosting team will prepare for initiating the mining operations by setting up the miners and performing the final testing. In addition, the next batch of 560 miners will be deployed in the second week of May 2022. Running at full capacity, the total of 1,428 miners, representing a hash power of 132PH/s, are expected to mine 0.56 BTC per day or generate daily revenue of approximately US$22,000 (assuming Bitcoin price remains at US$39,204.10). We expect to see revenue of approximately US$5 million for 2022 from these miners only.
Mr. Lucas Wang, Chairman and Chief Executive Officer of the Company, commented, “We are excited to announce that the operation of cryptocurrency miners marks the new era of the Company and accelerates the Company’s expansion strategy in North America. We expect to deepen the collaboration with Horizon to expand further as we deploy more miners in the near future. We are confident that we will be able to grow significantly and deliver greater value to shareholders.”
About China Xiangtai Food Co., Ltd.
China Xiangtai Food Co., Ltd., an emerging growth company engaged in crypto mining business. The Company is also actively deploying blockchain technologies, alongside diversified expansion strategies. The current operations are in the United States. For more information, please visit https://irplin.com.
About Horizon Mining Ltd
Horizon Mining Ltd owns and operates a 31MW crypto mining site in Macon City, Georgia. Horizon is led by an experienced management team and technical team, focused on building digital infrastructure and delivery of best-in-class hosting service. Horizon Mining Ltd is a joint venture of Horizon Mining, LLC., a privately-owned, experienced American operator of crypto mining farms sites in multiple states.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
Company Contact
China Xiangtai Food Co., Ltd.
Erick W. Rengifo
Phone: +1-347-556-4747
Email: ir@irplin.com
Investor Relations Contact
Ms. Tina
Xiao, President
Ascent Investor Relations LLC
Phone: +1-917-609-0333
Email: tina.xiao@ascent-ir.com
Exhibit 99.2
China Xiangtai Food Co., Ltd. to Participate in the Upcoming Sidoti & Co. May Micro Cap Virtual Investor Conference
New York, May 06, 2022 (GLOBE NEWSWIRE) – China Xiangtai Food Co., Ltd. (NASDAQ: BTOG) ("China Xiangtai " or the "Company") (new name Bit Origin Limited pending name registration), an emerging growth company engaged in crypto mining business with diversified expansion strategy, today announced that Erick W. Rengifo, Chief Strategy Officer, and Jiaming Li, President, are scheduled to participate in the upcoming Sidoti May Virtual Micro Cap Investor Conference on May 11-12, 2022. Management will be available for one-on-ones throughout both days.
Presentation Details
Event: Sidoti Virtual Micro Cap Investor Conference
Location: Virtual
Date: May 12
Time: 11:30 AM -12:00 PM Eastern Time
Webcast link:
https://sidoti.zoom.us/webinar/register/WN_-bnavaqtSfGFeh13aQvKUA
One-on-One Meetings
Erick W. Rengifo, Chief Strategy Officer, and Jiaming Li, President, will be conducting one-on-one virtual meetings with qualified professional investors throughout the conference days of May 11-12, 2022. To register and schedule a time with management, please follow this link:
https://www.sidoti.com/events/spring-micro-cap-virtual-conference Supporting presentation materials will also be available on the conference day on May 11 and May 12 of 2022 by visiting the Investor Relations section of the Company’s website at https://bitorigin.io.
About China Xiangtai Food Co., Ltd.
China Xiangtai Food Co., Ltd., an emerging growth company engaged in crypto mining business. The Company is also actively deploying blockchain technologies, alongside diversified expansion strategies. The current operations are in the United States. For more information, please visit https://irplin.com
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements, including the closing of the offering, involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
Company Contact
China Xiangtai Food Co., Ltd.
(New name: Bit Origin Limited pending name registration)
Erick W. Rengifo
Phone: +1-347-556-4747
Email: ir@bitorigin.io
Investor Relations Contact
Ms. Tina
Xiao, President
Ascent Investor Relations LLC
Phone: +1-917-609-0333
Email: tina.xiao@ascent-ir.com