BIT ORIGIN Ltd

SANGRIX INC. operates at the intersection of digital assets and AI computing infrastructure, having transitioned from a historical Bitcoin mining operation to a Dogecoin treasury strategy and an emerging GPU infrastructure business. The company ceased its proprietary Bitcoin mining operations in the United States in December 2023 due primarily to high operating costs ¹. In July 2025, it established a dedicated Dogecoin treasury program ², and in 2026, it began expanding its business focus toward AI computing and digital infrastructure ³. The industry is characterized by significant price volatility in digital assets, with Bitcoin ranging from approximately US$62,678 as of June 30, 2024 to US$107,135.34 as of June 30, 2025 and US$58,558.86 as of June 30, 2026 ⁴, and Dogecoin ranging from approximately US$0.1243 as of June 30, 2024 to US$0.1651 as of June 30, 2025 and US$0.0720 as of June 30, 2026 ⁵. The company's operations are subject to an extensive and rapidly evolving regulatory landscape for digital assets, with the SEC and CFTC issuing an interpretation in March 2026 describing Dogecoin as an example of a 'digital commodity' ⁶.

The company's competitive positioning is shaped by its strategic pivot toward AI computing and digital infrastructure, with a focus on owning GPU servers for artificial intelligence, high-performance computing, and rendering applications ⁷. It has acquired 16 NVIDIA Blackwell B300 AI servers, each configured with eight GPUs, representing a total of 128 GPUs ⁸. The company's competitive advantages include its partnership with PT Mitra Manunggal Sangkara (MMS) for deployment and management ⁹, and its sales representative agreement with NGH Computer Pte. Ltd. for marketing Aethir Edgar miners ¹⁰. The company faces competition from other digital asset holders and GPU infrastructure providers, though specific competitors are not named in the filing. The company's strategic positioning is also influenced by its Dogecoin holdings, which as of the issuance date of the annual report totaled 67,543,745 Dogecoin ¹¹, and its ability to access external financing, with equity and convertible-debt financing arrangements providing for up to US$500 million of potential financing ¹².

The company generates revenue through multiple streams, including the sale of cryptocurrency miners, rental income from GPU servers, and potential sales of Dogecoin holdings. The company has sold an aggregate of 790 Aethir units since the commencement of its miner-sales initiative in June 2024 ¹³. Under the Management Agreement with MMS, the company is entitled to fixed rental income of $368,640 for each monthly settlement period beginning when the servers become available for operation ¹⁴. The company also holds supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners, which are available for delivery to customers through its sales representative arrangement ¹⁵. The company's Dogecoin treasury strategy has evolved to include sales of a portion of its DOGE holdings to support working capital and its transition toward AI computing infrastructure ¹⁶. The company currently has no plans to make additional material purchases of Dogecoin ¹⁷.

The company's Dogecoin treasury strategy is a core component of its digital-asset business. As of the issuance date of the annual report, the company held 67,543,745 Dogecoin ¹⁸, which includes 30,000,000 DOGE subject to redemption notices received from all three investors in its August 2025 private placement ¹⁹. The company stores all of its Dogecoin holdings with BitGo Trust Company, Inc., a regulated institutional digital-asset custodian ²⁰. The company has pledged approximately 33,305,196 Dogecoin as collateral in connection with certain financing arrangements and convertible notes ²¹. On September 7, 2026, the company sold an aggregate of 3,000,000 DOGE through two transactions of 1,500,000 DOGE each, generating approximately US$267,665 in gross proceeds before transaction fees ²². The company has not implemented any yield-generation program involving its Dogecoin holdings and has not entered into any definitive agreement to lend, stake or otherwise deploy Dogecoin for the purpose of generating yield ²³.

The company's AI computing and GPU infrastructure business is a new and strategic growth area. On June 28, 2026, the company completed an asset purchase transaction with PT Mitra Manunggal Sangkara, acquiring 16 NVIDIA Blackwell B300 AI servers, each configured with eight GPUs, representing a total of 128 GPUs ²⁴. The contractual purchase consideration consisted of $1.0 million in cash and a pre-funded warrant having an agreed aggregate value of $10.0 million and exercisable for up to 6,457,863 Class A ordinary shares (or 1,291,573 after giving effect to the 1-for-5 reverse share split in August 2026) ²⁵. The company entered into a Management Agreement with MMS on June 28, 2026, appointing MMS to deploy, manage and commercialize the GPU servers for an initial five-year term ²⁶. The servers had not yet been delivered or deployed as of the date of the annual report and are currently expected to be delivered and deployed in Malaysia during the third quarter of 2026 ²⁷. The company will not become entitled to rental income until the servers are available for operation under the Management Agreement ²⁸.

Significant operational developments during the period include the establishment of the Dogecoin treasury program in July 2025 ²⁹, the acquisition of 16 NVIDIA Blackwell B300 AI servers on June 28, 2026 ³⁰, and the entry into a Management Agreement with MMS on the same date ³¹. The company also effected a 1-for-60 reverse share split of its ordinary shares in January 2026 ³² and a 1-for-5 reverse share split in August 2026 ³³. The company changed its name from 'BIT ORIGIN LTD' to 'SANGRIX INC.' effective September 1, 2026 ³⁴, and changed its trading symbol from 'BTOG' to 'SGRX' effective the same date ³⁵. The company received deficiency notifications from Nasdaq regarding late filing of annual report, shareholders equity and minimum bid price, but regained compliance with the minimum bid price requirement on February 9, 2026 ³⁶ and with the stockholders' equity requirement on July 1, 2025 ³⁷. The company also settled a lawsuit with BCB Cheyenne LLC, agreeing to pay $13,050 to cover certain litigation costs ³⁸.

The company's financial performance reflects its transition and evolving business model. As of June 30, 2026, the company had 733,246 Class A ordinary shares and 13,796 Class B ordinary shares issued and outstanding ³⁹. The company reported stockholders' equity of $909,583 as of June 30, 2024 ⁴⁰, and approximately $3.6 million as of May 31, 2025 ⁴¹. The company has five outstanding secured convertible debentures in an aggregate original principal amount of $14,513,506 (excluding interest accrued thereon) ⁴². The company's results of operations are expected to be impacted by significant fluctuation of Dogecoin price ⁴³, and the application of fair-value accounting to its Dogecoin holdings may cause significant fluctuations in reported assets, net income or loss and shareholders' equity from period to period ⁴⁴.

The company's management has not provided specific quantitative revenue, margin, or EPS guidance for the upcoming period in the filing. The company's growth strategy is focused on AI computing and digital infrastructure, with the initial GPU deployment expected to be delivered and deployed in Malaysia during the third quarter of 2026 ⁴⁵. The company intends to evaluate additional opportunities involving GPU computing, server leasing, data center infrastructure and related services ⁴⁶. The company expects disposition of the Aethir and WhatsMiner units to occur on a rolling basis over the next 6–12 months, subject to customer purchase commitments and prevailing market demand ⁴⁷.

A major growth vector is the AI computing and GPU infrastructure business. The company acquired 16 NVIDIA Blackwell B300 AI servers, each configured with eight GPUs, representing a total of 128 GPUs ⁴⁸. The servers are expected to generate fixed rental income of $368,640 for each monthly settlement period beginning when the servers are available for operation ⁴⁹. The company's growth strategy includes evaluating additional opportunities involving GPU equipment, AI computing capacity, storage infrastructure and related data center services ⁵⁰. The company has not committed to a fixed level of expansion, and additional projects may require substantial capital obtained through cash on hand, debt financing, equipment financing, equity issuances or other financing transactions ⁵¹.

Another growth vector is the Dogecoin treasury strategy, which has evolved to include sales of a portion of DOGE holdings to support working capital and the transition toward AI computing infrastructure ⁵². The company sold 3,000,000 DOGE on September 7, 2026, generating approximately US$267,665 in gross proceeds ⁵³. The company will continue to evaluate further sales based on market conditions, liquidity needs and capital allocation priorities ⁵⁴. The company also holds supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners, which are available for sale or delivery to customers under its sales-representative arrangements ⁵⁵. The company is actively pursuing multiple commercial channels to monetize these units, including direct sales, strategic partnerships, and marketing campaigns ⁵⁶.

The margin and cost outlook is influenced by the company's transition to AI infrastructure and its management of operating expenses. Under the Management Agreement, the company is responsible for operating expenses relating to the GPU servers, including hosting, power, network, logistics, insurance, maintenance and repair costs, which will be netted against the fixed rental income ⁵⁷. Reimbursable operating expenses must be reasonable, documented and actually incurred, and any individual operating expense exceeding $5,000 generally requires prior written approval ⁵⁸. The company's net rental income will be affected by these operating expenses ⁵⁹. The company's cost structure also includes its corporate headquarters lease in Singapore with a monthly fee of S$23,174.49 (GST included) ⁶⁰.

The operational outlook includes the deployment of GPU servers in Malaysia during the third quarter of 2026, subject to equipment delivery, customer commitments, hosting arrangements and other operational factors ⁶¹. The company depends on MMS for substantially all operational aspects of the GPU business, including coordinating delivery, data center hosting, equipment operation, maintenance and commercial utilization ⁶². The company's headcount as of June 30, 2026 was 1 full-time equivalent employee located in the United States and 4 full-time equivalent employees located in Singapore ⁶³. The company's technology infrastructure investments include the acquisition of NVIDIA Blackwell B300 AI servers ⁶⁴.

Capital allocation priorities include R&D spending, capital expenditures, and share repurchases. The company's capital allocation is focused on working capital, satisfaction of financing obligations, deployment and commercialization of GPU servers, and development of AI computing and digital infrastructure business ⁶⁵. The company has five outstanding secured convertible debentures in an aggregate original principal amount of $14,513,506 ⁶⁶. The company does not expect to pay any cash dividends in the foreseeable future ⁶⁷. The company has not provided specific R&D spending levels or capital expenditure plans in the filing.

Structural headwinds include the significant volatility of Dogecoin price, which may materially and adversely affect results of operations, financial condition, and liquidity ⁶⁸. The company's Dogecoin holdings are subject to liquidity constraints, with DOGE markets being less developed, less liquid, and more susceptible to volatility than markets for other cryptocurrencies ⁶⁹. The company faces financing risk, as its ability to access external financing depends on factors beyond its control, including market conditions, investor participation, its share price and trading volume, regulatory developments and satisfaction of applicable funding conditions ⁷⁰. The company also faces regulatory risks, including the potential determination that Dogecoin is a security, which could adversely affect the value and liquidity of its Dogecoin holdings and subject it to additional regulatory requirements ⁷¹.

Additional headwinds include the risk of delisting from Nasdaq, as the company has received deficiency notifications regarding late filing of annual report, shareholders equity and minimum bid price ⁷². The company's GPU infrastructure business is new, and the servers have not yet been delivered or deployed, with delivery and deployment subject to potential delays ⁷³. The company also faces risks related to export controls affecting advanced GPUs, which could delay or prevent delivery, limit permitted customers or applications, restrict access to maintenance or replacement components, or expose the company to regulatory penalties ⁷⁴. The company's operations in Malaysia expose it to foreign operational and regulatory risks, including local laws, taxes, customs, import requirements, permits, electricity regulation, foreign exchange movements and the enforcement of contractual and ownership rights ⁷⁵.

The company's business is subject to significant risks, particularly related to its Dogecoin treasury strategy and AI infrastructure transition. The company's results of operations are expected to be impacted by significant fluctuation of Dogecoin price, with DOGE markets being less developed, less liquid, and more susceptible to volatility than markets for other cryptocurrencies ⁷⁶. The company has pledged approximately 33,305,196 Dogecoin as collateral in connection with certain financing arrangements and convertible notes, and a significant decline in Dogecoin's market value could reduce collateral coverage and trigger enforcement actions ⁷⁷. The company's ability to access external financing is uncertain, with equity and convertible-debt financing arrangements providing for up to US$500 million of potential financing, but availability depends on factors beyond its control ⁷⁸. The company faces regulatory risks, including the potential determination that Dogecoin is a security, which could adversely affect the value and liquidity of its Dogecoin holdings and subject it to additional regulatory requirements ⁷⁹. The company's GPU infrastructure business is new, and the servers have not yet been delivered or deployed, with delivery and deployment subject to potential delays ⁸⁰. The company also faces risks related to export controls affecting advanced GPUs, which could delay or prevent delivery, limit permitted customers or applications, restrict access to maintenance or replacement components, or expose the company to regulatory penalties ⁸¹.

Management's message emphasizes a strategic transition toward AI computing and digital infrastructure while managing the Dogecoin treasury program. The company's growth strategy is focused on owning GPU servers used for artificial intelligence, high-performance computing, rendering and other computationally intensive applications, while engaging third parties to deploy, manage and commercialize the equipment ⁸². Management has stated that the company intends to evaluate additional opportunities involving GPU computing, server leasing, data center infrastructure and related services ⁸³. The company's treasury-management activities over the next twelve months are expected to consist principally of maintaining institutional custody arrangements for remaining Dogecoin holdings, monitoring market value and liquidity, administering redemption notices covering the return of an aggregate of 30,000,000 DOGE, evaluating the effect of Dogecoin holdings on liquidity and financial condition, monitoring regulatory and cybersecurity developments, and evaluating further sales of remaining DOGE holdings ⁸⁴. Management has also emphasized the importance of regaining compliance with Nasdaq listing requirements, having regained compliance with the minimum bid price requirement on February 9, 2026 ⁸⁵ and with the stockholders' equity requirement on July 1, 2025 ⁸⁶. The company's strategic priorities include the successful deployment and commercialization of its GPU servers, the prudent management of its Dogecoin holdings, and the continued evaluation of opportunities in AI computing and digital infrastructure ⁸⁷.