Sangrix Inc F-3/A, filed Apr 27, 2023
Sangrix Inc. (SGRX)
As filed with the U.S. Securities and Exchange Commission on April 27, 2023
Registration No. 333-268501
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 6 TO
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BIT ORIGIN LTD
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A | Not Applicable |
| (State or other jurisdiction | (Translation of Registrant’s Name | (I.R.S. Employer |
| of incorporation or organization) | into English) | Identification No.) |
375 Park Ave, Fl 1502
New York NY 10152
T: 347-556-4747
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name, address including zip code, and telephone number, including area code, of agent for service)
Copies to:
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
+1-212-588-0022 – telephone
+1-212-826-9307 – facsimile
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the registrant.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Bit Origin Ltd is filing this Amendment No. 6 (this “Amendment No. 6”) to the Registration Statement on Form F-3 (Registration No. 333-268501), originally filed on November 21, 2022 (the “Registration Statement”), as an exhibit-only filing solely to file an updated consent of WWC, P.C.as Exhibit 23.1 and consent of Prager Metis CPAs LLC as Exhibit 23.2. Accordingly, this Amendment No. 6 consists only of the facing page, this explanatory note, Item 9 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit being filed with this Amendment No. 6. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 9. | Exhibits |
The following exhibits are attached hereto:
*Filed herewith
** Previously filed
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on April 27, 2023.
| Bit Origin Ltd | ||
| Date: April 27, 2023 | By: | /s/ Lucas Wang |
| Lucas Wang | ||
| Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | ||
| Date: April 27, 2023 | By: | /s/ Xia Wang |
| Xia Wang | ||
|
Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Lucas Wang | Chairman of the Board and Chief Executive Officer | April 27, 2023 | ||
| Lucas Wang | (Principal Executive Officer) | |||
| /s/ Xia Wang | Chief Financial Officer | April 27, 2023 | ||
| Xia Wang | (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Director | April 27, 2023 | ||
| K. Bryce Toussaint | ||||
| * | Director | April 27, 2023 | ||
| Scott Silverman | ||||
| * | Director | April 27, 2023 | ||
| Xiaping Cao |
| *By: | /s/ Lucas Wang | |
| Name: Lucas Wang | ||
| Attorney-in-fact |
SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form F-3, in the City of New York, New York, on April 27, 2023.
| COGENCY GLOBAL INC. | |||
| By: | /s/ Colleen A. De Vries | ||
| Name: | Colleen A. De Vries | ||
| Title: | Senior Vice-President on behalf of Cogency Global Inc. | ||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Amendment No.6 to the Registration Statement on Form F-3 (Registration No. 333-268501), under the Securities Act of 1933 of our report dated August 25, 2022 with respect to the consolidated balance sheets of Bit Origin Ltd and its subsidiaries as of June 30, 2022, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for the fiscal year ended June 30, 2022, and the related notes included in the Annual Report on Form 20-F for the fiscal year ended June 30, 2022. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.
| /s/ WWC, P.C. | |
| WWC, P.C. | |
| San Mateo, California | Certified Public Accountants |
| April 27, 2023 | PCAOB ID: 1171 |
Exhibit 23.2
 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated November 17, 2020 relating to the consolidated financial statements of Bit Origin Ltd, formerly known as China Xiangtai Food Co., Ltd., and subsidiaries for the year ended June 30, 2020 included in its annual report (Form 20-F) for the year ended June 30, 2020. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.
/s/ Prager Metis CPAs, LLC
Hackensack, New Jersey April 27, 2023 |
