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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 20-F

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(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

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OR

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☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended June 30, 2026

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OR

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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OR

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☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of event requiring this shell company report             

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For the transition period from                        to

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Commission file number: 001-38857

SANGRIX INC.

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(Exact name of Registrant as specified in its charter)

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(Translation of Registrant’s name into English)

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Cayman Islands

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(Jurisdiction of incorporation or organization)

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160 Robinson Road, 12F, SBF Center, Singapore 068914

(Address of principal executive offices)

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Jinghai Jiang, Chief Executive Officer

347-556-4747

ir@sangrix.ai

160 Robinson Road, 12F, SBF Center, Singapore 068914

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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

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Securities registered or to be registered pursuant to Section 12(g) of the Act: None

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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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.

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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☐  Yes  ☒  No

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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

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☐  Yes  ☒  No

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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☒  Yes  ☐  No

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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☒  Yes   ☐  No

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 13(a) of the Exchange Act. ☐

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† 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.

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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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

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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).

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☐  Yes  ☒  No

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Conventions Used in this Annual Report

Unless otherwise indicated or the context requires otherwise, references in this annual report on Form 20-F to:

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.

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SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “aim,” “will,” “project,” “target,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; and any statements regarding future economic conditions or performance, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under “Item 3-Key Information-Risk Factors,” “Item 4-Information on the Company,” “Item 5-Operating and Financial Review and Prospects,” and elsewhere in this report, as well as factors which may be identified from time to time in our other filings with the Securities and Exchange Commission (the “SEC”) or in the documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.

The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is signed. Except as required by law, we assume no responsibility for updating any forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects.

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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

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Risks Related to Our Graphics Processing Unit (“GPU”) and AI Computing Infrastructure Business

Risks Related to Our Corporate Structure

Risks Related to United States Government Regulations

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Risks Related to Singaporean Government Regulations

Risks Related to Our Ordinary Shares

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Risks Related to Our Business and Industry

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.

In December 2021, we decided to enter the Bitcoin mining business. In December 2023, we ceased the Bitcoin mining business in the United States due to the high operating costs. In July 2025, we introduced a dedicated Dogecoin treasury program to advance our strategic development. As of the issuance date of this annual report, we have 67,543,745 Dogecoin, and we also had supplier prepayments for 617 Aethir Cloud rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners, which are available for delivery to customers through our sales representative arrangement. In 2026, we began expanding our business focus toward AI computing and digital infrastructure. We intend to evaluate additional opportunities involving GPU computing, server leasing, data center infrastructure and related services.

There are various risks related to these efforts to implement and adapt our evolving business plan, including by transitioning, expanding and diversifying our business operations, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; and the risk of adverse effects to our business, results of operations and liquidity if past and future undertakings, and the associated changes to our business, do not prove to be cost effective or do not result in the cost savings and other benefits at the levels that we anticipate. Our intentions and expectations with regard to the execution of our business plan, and the timing of any related initiatives, are subject to change at any time based on management’s subjective evaluation of our overall business needs. If we are unable to successfully execute our business plan, whether due to failure to realize the anticipated benefits from our business initiatives in the anticipated time frame or otherwise, we may be unable to achieve our financial targets.

Our results of operations are expected to be impacted by significant fluctuation of Dogecoin price.

The prices of Dogecoin (“DOGE”) and, to a lesser extent, Bitcoin have experienced significant volatility, and fluctuations in the price of DOGE may materially and adversely affect our results of operations, financial condition, and liquidity.

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Digital assets have historically exhibited substantial price volatility. For example, according to CoinMarketCap, the price of Bitcoin ranged from approximately US$62,678 as of June 30, 2024 to US$107,135.34 as of June 30, 2025, US$ 58,558.86 as of June 30, 2026, and the price of Dogecoin ranged 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. These price ranges illustrate the significant fluctuations that can occur in digital-asset markets. Any future material decrease in the price of DOGE, which is the focus of our treasury strategy, would directly reduce the value of our assets and may impair our liquidity, financial condition, and ability to fund operations.

Because our treasury strategy is concentrated in DOGE, we are particularly exposed to DOGE-specific volatility, liquidity constraints, and market dislocation risks.

If DOGE prices decline, we may be required to record significant impairment charges. In addition, our ability to liquidate DOGE to meet operational needs could be constrained during periods of heightened volatility, thin order-book depth, exchange outages, or adverse market sentiment. There is no assurance that DOGE can be sold at prevailing market prices, or at all, when liquidity is required.

DOGE trading markets may be less developed, less liquid, and more susceptible to volatility than markets for other cryptocurrencies.

Dogecoin market depth is materially lower than that of larger digital assets such as Bitcoin and Ethereum. As a result, large transactions may have a greater market impact, preventing us from executing sales at desired prices and increasing our vulnerability to adverse market movements. In addition, DOGE markets may be more susceptible to market manipulation, rapid shifts in sentiment, and liquidity fragmentation across exchanges.

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.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies as a means of payment has not occurred, and may never occur. The growth of this industry in general, and the use of Bitcoin, in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors include, but are not limited to:

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The outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effect on the value of any Bitcoin, DOGE coin or other cryptocurrencies we acquire or hold for our own account, which would harm investors in our securities.

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.

A number of companies that engage in cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response to government action. As of the date hereof, we have not experienced any service disruptions with or have our accounts closed by any banks or other financial institutions. To the extent that such events may happen to us, they could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.

The usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses engaging in cryptocurrency-related activities. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market, and the Depository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could negatively affect our relationships with financial institutions and impede our ability to convert cryptocurrencies to fiat currencies. Such factors could have a material adverse effect on our ability to continue as a going concern or to pursue our strategy at all, which could have a material adverse effect on our business, prospects or operations and harm investors.

In addition, on March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or the FDIC, as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. We do not have any cash or other assets on deposit with the banks named above.

However, such events could lead to losses or defaults by parties with whom we conduct business, which in turn, could have an indirect adverse effect on our current and/or projected business operations and results of operations and financial condition.

We may face risks of internet disruptions, which could have an adverse effect on the price of cryptocurrencies.

A disruption of the Internet may affect the use of cryptocurrencies and subsequently the value of our securities. Generally, cryptocurrencies, our business of mining cryptocurrencies and Dogecoin treasury program is dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency’s network operations until the disruption is resolved and have an adverse effect on the price of cryptocurrencies and our ability to mine cryptocurrencies.

The impact of geopolitical and economic events on the supply and demand for cryptocurrencies is uncertain.

Geopolitical crises may motivate large-scale purchases of Bitcoin, Dogecoin and other cryptocurrencies, which could increase the price of Bitcoin, Dogecoin and other cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease, as crisis-driven purchasing behavior dissipates, adversely affecting the value of our inventory following such downward adjustment. Such risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in cryptocurrencies as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.

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As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events is largely uncertain but could be harmful to us and investors in our ordinary shares. Political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or any other cryptocurrencies we mine or otherwise acquire or hold for our own account.

There is a lack of liquid markets for cryptocurrencies, and blockchain-based assets are susceptible to potential manipulation.

Cryptocurrencies, including Dogecoin (“DOGE”), generally trade on platforms that do not provide the same level of regulatory oversight, investor protections, listing standards, or surveillance mechanisms as national securities exchanges. As a result, cryptocurrency markets may exhibit fragmented liquidity, inconsistent price discovery, limited market-making support, and sudden volatility. DOGE markets, in particular, may be less liquid and more vulnerable to abrupt price movements than markets for larger digital assets such as Bitcoin or Ethereum. These conditions increase the risk that large transactions may have a disproportionate market impact or that we may be unable to sell DOGE at anticipated prices or within required timeframes. In addition, the absence of uniform vetting standards and surveillance tools on certain digital-asset trading platforms creates heightened susceptibility to fraud, manipulation, wash trading, spoofing, cyberattacks, and other market-integrity issues. Any such events could materially and adversely affect the liquidity, value, or tradability of DOGE, the value of our digital-asset holdings, and our ability to execute our business and treasury strategy.

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.

We store our Dogecoin holdings in both hot and cold wallets with BitGo Trust Company, Inc. (“BitGo Trust”), a regulated institutional digital-asset custodian. Hot wallets, which are connected to the Internet, facilitate transactions but are more susceptible to hacking attempts, malware, phishing, and other cyber incidents. Cold wallets, which remain offline, provide greater protection from external attacks but may result in delayed access to assets during periods of market volatility or elevated transaction demand. Cold- storage arrangements also carry risks of internal operational error, misdelivery, misappropriation, or hardware failures.

BitGo Trust provides SOC-2-certified, multi-signature, hardware-secured custody designed to safeguard digital assets. However, no custodial arrangement is immune from defects, system vulnerabilities, cyber-attacks, operational failures, or other disruptions. BitGo’s commercial crime insurance may not cover all types of losses, may be subject to exclusions and limits, and may not be sufficient to compensate us in the event of a significant breach or incident. Any loss, theft, freeze, seizure, or material restriction on access to our Dogecoin assets held with BitGo Trust could materially and adversely affect our business, financial condition, and results of operations.

Cybersecurity threats and vulnerabilities in the broader Dogecoin ecosystem may further increase the risk of loss. Hackers or malicious actors may attempt to exploit weaknesses in the Dogecoin network, third-party exchanges, mining infrastructure, smart-contract ecosystems, or storage systems. Because we may hold a significant amount of Dogecoin, we could become a more attractive target for cyber-attacks, social- engineering schemes, or extortion attempts.

The loss or destruction of a private key required to access our wallets could permanently prevent us from accessing our Dogecoin holdings. Cryptocurrencies are controlled exclusively through the possession of public and private keys. If a private key is lost, stolen, corrupted, compromised, or destroyed, we may be unable to access or transfer the associated Dogecoin permanently, without recourse. Although BitGo uses multi-signature key management, failures in internal controls or multi-party authorization systems could result in irreversible loss.

Any such incident could have a material adverse impact on our liquidity, treasury strategy, and overall operations.

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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.

We do not have any insurance that covers our Dogecoin in the event of loss or fraud.

Further, banking institutions will not accept our digital assets and such digital assets are, therefore, not insured by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Therefore, a loss may be suffered with respect to our digital assets which is not covered by insurance and we may not be able to recover any of our carried value in these digital assets if they are lost or stolen or suffer significant and sustained reduction in conversion spot price. If we are not otherwise able to recover damages from a malicious actor in connection with these losses, our business and results of operations may suffer, which may have a material negative impact on our share price. Currently, we do not have any insurance to cover our digital assets or mining equipment. The market for such insurance is in the early stages and we intend to purchase such insurance in the future. Any losses may have an adverse effect on our results of operations.

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.

Governments and regulatory authorities in one or more jurisdictions may adopt laws, regulations, policies or enforcement measures that restrict or prohibit the acquisition, ownership, custody, transfer, pledge, sale, exchange or other use of digital assets, including Dogecoin. Certain jurisdictions have imposed restrictions on digital-asset trading platforms, financial institutions that provide services to digital-asset businesses, the use of digital assets in payment transactions, and the transfer of digital assets across borders. Other jurisdictions may impose licensing, registration, reporting, taxation, anti-money laundering, sanctions, custody or capital requirements that materially increase the cost or complexity of holding or transacting in digital assets.

Regulatory restrictions affecting digital-asset exchanges, custodians, banks, market makers or other service providers could limit the availability of services necessary to hold, transfer or dispose of Dogecoin. Such restrictions could also reduce trading volume and market liquidity, increase price volatility, delay or prevent transactions, or limit our ability to convert Dogecoin into fiat currency when required. Even if a particular regulatory action does not apply directly to us, it may adversely affect the Dogecoin network, the trading markets for Dogecoin, our custodian or other counterparties on which we rely.

Differences among jurisdictions may also create uncertainty regarding the laws applicable to a particular digital-asset transaction. Cross-border transfers or dispositions of Dogecoin could implicate multiple legal and regulatory regimes, including sanctions, anti-money laundering, tax, securities, commodities, foreign-exchange and capital-control requirements. Compliance with these requirements could increase our costs, delay transactions or require us to modify our treasury-management practices.

We cannot predict the nature, scope or timing of future regulatory actions relating to Dogecoin or other digital assets. Any restriction on our ability to access, hold, transfer, pledge or dispose of our Dogecoin holdings, or any regulatory development that materially reduces the liquidity, acceptance or market value of Dogecoin, could materially and adversely affect our business, financial condition, results of operations, liquidity and the market price of our Class A ordinary shares.

Our operations, financing obligations and development of our AI infrastructure business depend on access to external financing, which may not be available on acceptable terms, or at all.

We expect to continue to rely on external sources of capital, including equity and debt financing, to fund working capital, satisfy our financing obligations and support the deployment and commercialization of our GPU servers and development of our AI computing and digital infrastructure business. We currently have no plans to make additional material purchases of Dogecoin (“DOGE”). The availability, timing and terms of financing depend on factors beyond our control, including market conditions, investor participation, our share price and trading volume, regulatory developments and satisfaction of applicable funding conditions.

On September 7, 2026, we sold 3,000,000 DOGE for approximately US$267,665 in gross proceeds. We intend to use the net proceeds for general working capital and planned AI infrastructure expenditures. However, proceeds from these sales and any future sales may not be sufficient to meet our funding requirements, and there can be no assurance that additional sales will occur. Our remaining holdings include 30,000,000 DOGE covered by redemption notices received from the three investors in our August 2025 private placement, settlement of which remained outstanding as of the date of this annual report. Our ability to generate additional liquidity from our remaining DOGE holdings is subject to these redemption obligations, market conditions, applicable collateral restrictions and any required consents.

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Our financing arrangements may impose restrictions on borrowing, asset transfers, redemptions and other activities. Additional financing may require us to pledge DOGE or other assets as collateral or accept further operational or financial restrictions. Declines in the value of pledged DOGE may reduce collateral coverage and borrowing capacity and, depending on the applicable contractual terms, trigger additional collateral requirements or enforcement rights. These circumstances could require sales of assets at unfavorable prices. Additional equity issuances or conversions of convertible debt may substantially dilute existing shareholders.

If we are unable to obtain sufficient financing on acceptable terms, or at all, we may be unable to fund our operations, meet our financing obligations, deploy and commercialize our GPU servers or develop our AI computing and digital infrastructure business. This could materially and adversely affect our business, liquidity, financial condition and ability to execute our transition toward AI computing infrastructure.

Even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.

The capital markets have been unpredictable in the recent years. In addition, it is generally difficult for early-stage companies to raise capital under current market conditions. The amount of capital that a company such as ours is able to raise often depends on variables that are beyond our control. As a result, we may not be able to secure financing on terms attractive to us, or at all. If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our future needs and may be dilutive to our current shareholders. If adequate funds are not available on acceptable terms, or at all, our business, including our results of operations, financial condition and our continued viability will be materially adversely affected.

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.

As part of our growth strategy, we are focused on developing opportunities in AI computing and digital infrastructure, including GPU server leasing, management and optimization, data center hosting, storage and related infrastructure services. We may also evaluate other complementary technologies, assets, businesses and commercial arrangements that support this strategy. Separately, we maintain a Dogecoin treasury strategy; however, as of the date of this annual report, we do not currently plan to expand our historical Bitcoin mining operations, mine additional types of crypto assets, or engage in other crypto asset-related businesses or services.

We may selectively pursue acquisitions, investments, joint ventures or other strategic transactions involving complementary businesses, technologies or assets. Any such transaction could involve significant risks, including increased leverage and debt service obligations, integration difficulties, potential disruption to our existing operations, challenges in integrating personnel, systems and corporate cultures, and the diversion of management attention and resources. These risks could materially and adversely affect our business, financial condition and results of operations, particularly during the period immediately following a transaction. We may also require additional debt or equity financing to complete such transactions, and there can be no assurance that financing will be available on acceptable terms, or at all. Furthermore, acquisitions and other strategic transactions involve a number of risks and challenges, including:

These opportunities may also expose us to successor liability relating to actions involving any acquired entities, their respective management or contingent liabilities incurred prior to our involvement and will expose us to liabilities associated with ongoing operations, in particular to the extent we are unable to adequately and safely manage such acquired operations. These transactions may also be structured in such a manner that would result in our assumption of obligations or liabilities not identified during our pre- acquisition due diligence.

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Any of these and other factors could adversely affect our ability to achieve anticipated cash flows at acquired operations or realize other anticipated benefits of acquisitions, which could adversely affect our reputation and have a material adverse effect on us.

Our indebtedness could adversely affect our ability to raise additional capital to fund operations.

We currently have five outstanding secured convertible debentures in an aggregate original principal amount of $14,513,506 (excluding interest accrued thereon).

If we cannot generate sufficient cash flow from operations to service our debt, we may need to, among other things, dispose of some or all of the collateral or issue equity to obtain necessary funds. We do not know whether we will be able to do any of this on a timely basis, on terms satisfactory to us, or at all. Our indebtedness could have important consequences, including:

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition.

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.

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this annual report. While we have provided different incentives to our management, we cannot assure you that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements or we may be unable to enforce them at all.

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.

In 2022 and the beginning of 2023, some of the well-known crypto asset market participants, including Celsius Network, Voyager Digital Ltd., Three Arrows Capital and Genesis Global Holdco, LLC, declared bankruptcy. In November 2022, FTX, the third largest digital asset exchange by volume at the time, halted customer withdrawals and shortly thereafter, FTX and its subsidiaries filed for bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. Furthermore, it also revealed potential systemic risks and industry contagion as a significant number of other major market participants were affected by FTX’s bankruptcy — namely, among others, BlockFi Inc., as one of the largest digital assets lending companies.

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In response to these events, the digital asset markets, including the market for Bitcoin specifically, have experienced extreme price volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital assets markets and in Bitcoin. These events have also negatively impacted the liquidity of the digital assets markets as certain entities affiliated with FTX engaged in significant trading activity. If the liquidity of the digital assets markets continues to be negatively impacted by these events, digital asset prices (including the price of Bitcoin) may continue to experience significant volatility and confidence in the digital asset markets may be further undermined. These events are continuing to develop and it is not possible to predict at this time all of the risks that they may pose to us, our service providers or on the digital asset industry as a whole.

We had no direct and material exposure to FTX or any of the above-mentioned cryptocurrency companies. We will not have material assets that may not be recovered or may otherwise be lost or misappropriated due to the bankruptcies. However, the failure or insolvency of large exchanges and key institutions in the cryptocurrency asset industry like FTX may cause the price of Bitcoin to fall and decrease confidence in the ecosystem, which could adversely affect an investment in us. Such volatility and decrease in Bitcoin price have had a material and adverse effect on our results of operations and financial condition and we expect our results of operations to continue to be affected by the Bitcoin price as all our revenue has been from Bitcoin mining production. In particular, our production in November 2022 was negatively affected by the strong volatility of the Bitcoin price. As a result, we scaled down our operations to cut down costs.

In December 2022, due to high energy price and the Georgia site’s weak condition in general, SonicHash US ceased the operation of the miners in the Georgia site and shipped 1,490 miners that were deployed in the Georgia site to the mining facility in Marion, Indiana and were deployed in January 2023. We ceased the operation of the miners in the Indiana site in September 2023 and moved all the miners to the Wyoming site. In December 2023, we ceased the operations of the miners in the Wyoming site in December 2023 due to the high operating costs in the United States. In addition, in December 2022, we reached an agreement with Your Choice 4 CA, Inc., the host of the mining facility in Marion, Indiana, that the hosting fee is adjusted to equal to the sum of (i) the electricity cost of the mining activities and (ii) 50% of SonicHash US’s profit generated from the Indiana site, i.e., the difference of the market price of the Bitcoins mined from the Indiana site and the electricity cost. The market price of the Bitcoins is the daily Bitcoin closing price available at CoinMarketCap.com as of the day immediately prior to the day that we receive the electricity bill. The new fee structure decreased our cost significantly in December 2022. We are exploring strategic opportunities to revitalize our crypto mining operations. This includes identifying suitable hosting partners and evaluating the potential for buying and selling mining hardware.

We cannot assure that the Bitcoin price will remain high enough to sustain our operation or that the Bitcoin price will not decline significantly in the future. Fluctuations in the Bitcoin price have had and are expected to continue to have an immediate impact on the trading price of our ordinary shares even before our financial performance is affected, if at all. To the extent investors view our ordinary shares as linked to the value of our Bitcoin holdings, these potential consequences of a Bitcoin trading venue’s failure could have a material adverse effect on the market value of our ordinary shares.

In addition, a perceived lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government- mandated regulation, or fraud, may reduce confidence in digital asset networks and result in greater volatility in cryptocurrency values. These potential consequences of a digital asset exchange’s failure could adversely affect an investment in us.

As of the date of this annual report, we are not subject to any legal proceedings or government investigations in the United States or in other jurisdictions. However, in the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been brought against that company. We may become involved in this type of litigation in the future. Litigation of this type may be expensive to defend and may divert our management’s attention and resources from the operation of our business.

The recent disruption in the crypto asset markets may harm our reputation.

To the extent our counterparties/suppliers view our business as linked to the value of our Bitcoin holdings, they may lose confidence in enter into business with us and may deem our business to be risky. It may be difficult for us to reach the same business terms with such counterparties/suppliers like we did before. For example, our suppliers would require more deposits or advance payments from us.

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In addition, additional regulations may subject us to investigation, administrative or regulatory proceedings, and civil or criminal litigations, all of which could harm our reputation and affect our business operation and the value of our ordinary shares. If we have difficulties to comply with such additional regulatory and registration requirements, we may have to cease certain or all of our operations. Any such actions could have a material adverse effect on our business, financial condition and results of operations.

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.

The regulatory treatment of digital assets continues to evolve, and governments in various jurisdictions have taken, and may continue to take, actions that restrict or prohibit certain cryptocurrency-related activities. Some countries, such as China, India, and Russia, have imposed significant limitations on acquiring, owning, transacting in, or exchanging cryptocurrencies for local currency, and have restricted the ability of financial institutions to engage in or support digital-asset transactions. Other jurisdictions have considered or implemented rules that limit or ban specific activities, including digital-asset mining, consumer use of cryptocurrencies as a means of payment, or the provision of custodial or exchange services.

Although we no longer engage in Bitcoin mining, future regulations relating to cryptocurrency mining, digital-asset custody, treasury management, consumer usage, cross-border transfers, anti-money-laundering requirements, or the classification of digital assets could materially impact our Dogecoin treasury strategy and our access to custodial, banking, or trading services. For example, authorities in some regions have restricted proof-of-work mining due to energy-consumption concerns, and other jurisdictions have proposed legislation that could affect digital-asset service providers, require enhanced disclosures, impose licensing requirements, or limit the ability of corporations to hold or transact in digital assets.

If the United States or other major jurisdictions adopt similar restrictive measures, or impose new regulations affecting the holding, custody, transfer, sale, or accounting treatment of DOGE or other digital assets, our business, financial condition, and ability to execute our treasury strategy could be materially and adversely affected. Such developments could also reduce the liquidity, value, or utility of our DOGE holdings and harm investors.

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.

We hold cryptocurrency in order to enjoy the potential benefits of the appreciation of the Dogecoin price. Our DOGE holdings are maintained with BitGo Trust Company, Inc., which serves as our third-party digital asset custodian. Historically, the cryptocurrency markets have been characterized by more price volatility, less liquidity, and lower trading volumes compared to sovereign currencies markets, as well as relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, and various other risks inherent in its entirely electronic, virtual form and decentralized network. As a result, our cryptocurrency holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. If the cryptocurrency price decreases when we trade the cryptocurrency for fiat currency, the amount of fiat currency we receive will decrease as well and our results of operation will be negatively impact.

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.

Our board of management have experience in risk management and our company have risk management policies in place covering financing, liquidity management, cryptocurrency management, supplier management and counter party management. Our board of management is evaluating the risk exposure monthly and constantly adapting to the latest trend of the industry. Specifically, With respect to our Dogecoin treasury strategy, our risk management policies focus on, among other matters, DOGE price volatility, liquidity, concentration risk, custody and cybersecurity, counterparty exposure and access to capital.

However, the Dogecoin Treasury and related industries are emerging and evolving, which may lead to period-to-period variability and may make it difficult to evaluate our risk exposures. 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.

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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.

As of the issuance date of this annual report, we have pledged approximately 33,305,196 Dogecoin as collateral in connection with certain financing arrangements and convertible notes. The value of Dogecoin is highly volatile, and a significant decline in its market value could reduce the collateral coverage available to our lenders. In such circumstances, our lenders may exercise remedies available to them under the applicable financing agreements, including restricting further borrowings or enforcing their security interests in the pledged Dogecoin, which could result in a partial or total loss of the pledged assets.

Any such enforcement action, or the perception of increased collateral risk, could adversely affect our liquidity, financial condition, and results of operations, and may limit our ability to obtain additional financing on acceptable terms, or at all.

Our GPU infrastructure business is new, and we may not realize the anticipated benefits of our acquisition.

We recently entered the GPU infrastructure business through our acquisition of 16 NVIDIA Blackwell B300 AI servers. We have limited experience owning or commercializing advanced GPU servers and overseeing third parties engaged in deploying and operating such equipment.

The success of this business depends on timely delivery and deployment, reliable equipment performance, sufficient utilization, customer demand, operating costs and the performance of PT Mitra Manunggal Sangkara (“MMS”) and other service providers. Our assumptions regarding these matters may prove inaccurate. We may incur substantial expenses without receiving the anticipated rental income or recovering our investment. If the project does not perform as expected, we could experience operating losses, liquidity pressure and impairment of the acquired assets.

Our GPU servers have not yet been delivered or deployed, and their delivery and deployment may be delayed.

As of the date of this annual report, our GPU servers had not yet been delivered or deployed. The servers are currently expected to be delivered and deployed in Malaysia during the third quarter of 2026, but this timetable is subject to uncertainty.

Potential causes of delay include shipping disruptions, customs clearance, supplier issues, data center readiness, installation and testing difficulties, and insufficient power, cooling or network capacity. We will not become entitled to rental income until the servers are available for operation under the management agreement we entered into on June 28, 2026 (the “Management Agreement”), with PT Mitra Manunggal Sangkara. Any material delay could cause us to incur additional expenses without corresponding income and delay our realization of the anticipated benefits of the transaction.

We depend on a third-party manager to deploy, operate and commercialize our GPU servers.

We appointed MMS to deploy, manage and commercialize the GPU servers. We depend on MMS and its service providers for substantially all operational aspects of this business, including coordinating delivery, data center hosting, equipment operation, maintenance and commercial utilization.

If MMS experiences financial or operational difficulties, fails to secure sufficient commercial utilization, fails to make payments when due or otherwise fails to perform its obligations, our business and financial results could be materially adversely affected. Our contractual rights may not fully compensate us for delayed or lost income, service interruptions, equipment damage or other losses.

Our net rental income will be affected by the operating expenses associated with the GPU servers.

Under the Management Agreement, we are entitled to fixed rental income of $368,640 for each monthly settlement period beginning when the servers become available for operation. We are responsible for operating expenses relating to the servers, including hosting, electricity, network connectivity, logistics, insurance, maintenance and repair costs. These expenses are netted against the fixed rental income and will therefore affect the net amount received by us.

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The Management Agreement includes certain expense-control mechanisms. Reimbursable operating expenses must be reasonable, documented and actually incurred, and any individual operating expense exceeding $5,000 generally requires our prior written approval, except where the expense is reasonably necessary to prevent material damage to the servers or an interruption of management services. We also receive monthly settlement statements and operating reports and have certain rights to review the relevant records.

Although these mechanisms are intended to help us monitor and manage operating expenses, they may not prevent increases in electricity, hosting, maintenance or other costs. Any material increase in such expenses could reduce the net rental income and profitability generated by the GPU servers.

Rapid technological development may cause our GPU servers to become obsolete or less competitive.

GPU and AI computing technologies develop rapidly. New generations of GPUs may provide better performance, energy efficiency or operating economics. Changes in AI models, software frameworks, customer requirements or computing architecture could reduce demand for our servers before the end of their expected useful lives.

Reduced demand, utilization or market value could adversely affect our revenue and require us to recognize increased depreciation or impairment charges.

Equipment failures or data center interruptions could adversely affect our GPU operations.

GPU servers operate under intensive workloads and require reliable electricity, cooling and network connectivity. Equipment failures, overheating, power outages, cyber incidents, network disruptions or inadequate maintenance could result in downtime, lost rental income and substantial repair or replacement costs.

Because the equipment will be operated at a third-party data center, many of these risks will be outside our direct control. Insurance, warranties and contractual protections may not cover all resulting losses.

Operations in Malaysia expose us to foreign operational and regulatory risks.

Our GPU servers are expected to be deployed in Malaysia through foreign counterparties and service providers. This exposes us to risks relating to local laws, taxes, customs, import requirements, permits, electricity regulation, foreign exchange movements and the enforcement of contractual and ownership rights.

Changes in local regulation, import restrictions, data center policies or electricity availability could delay deployment, increase operating expenses or otherwise adversely affect the performance of the GPU business.

Export controls affecting advanced GPUs could adversely affect our business.

Advanced GPUs and related technology may be subject to export controls, sanctions, licensing requirements and end-use or end-user restrictions imposed by the United States and other jurisdictions.

These restrictions could delay or prevent delivery, limit permitted customers or applications, restrict access to maintenance or replacement components, or expose us to regulatory penalties. Applicable requirements may change rapidly and could materially affect our ability to deploy or commercialize the equipment.

The pre-funded warrant issued as consideration may substantially dilute our existing shareholders.

As part of the consideration of the asset purchase agreement dated June 28, 2026, we issued a pre-funded warrant 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), subject to customary adjustments and beneficial ownership limitations. Because the purchase price represented by the warrant was substantially pre-funded when the warrant was issued, only nominal additional consideration is required upon exercise.

Issuances of Class A ordinary shares upon exercise could substantially dilute our existing shareholders, increase the number of shares available for sale and place downward pressure on the market price of our Class A ordinary shares.

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Risks Related to Our Corporate Structure

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our memorandum and articles of association (as may be amended and restated from time to time) and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) a duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) a duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) a duty to exercise powers fairly as between different classes of shareholders; (v) a duty to exercise independent judgment; and (vi) a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our memorandum and articles of association have modified this last obligation by providing that a director shall be at liberty to vote in respect of any contact or transaction in which the director is so interested provided that the nature of the interest of any director in such transaction shall be disclosed by the director at or prior to its consideration and any vote thereon. Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its shareholders (made up of two components) and the director’s duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are a Cayman Islands exempted company with limited liability. The rights of our shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands (other than decisions of the Privy Council in appeals from the Cayman Islands courts). The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Some of our assets are located outside of the United States. In addition, a majority of our directors and executive officers reside outside of the United States, and most of the assets of these persons are located outside of the United States. As a result, it may be difficult, impractical or impossible for you to effect service of process within the United States upon us or these individuals, or to bring an action against us or against these individuals in the United States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers outside of the United States.

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Any judgment obtained in the federal or state courts of the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands (the “Grand Court”) if (a) the judgment was given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgement has been given (c) our company either submitted to the jurisdiction of the foreign court or was resident and carrying on business in the jurisdiction and was duly served with process, (d) the judgment was final and conclusive, (e) the judgment was not in respect of taxes, a fine or a penalty or similar fiscal or revenue obligations imposed on our company, and (f) the judgment was not obtained by fraud and is not of a kind the recognition and enforcement of which would be contrary to the principles of natural justice or public policy in the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. It is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.

The economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. The International Tax Co-operation (Economic Substance) Act (as amended) (the “Substance Act”) came into force in the Cayman Islands in January 2019, introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain geographically mobile business activities (“relevant activities”). As we are a Cayman Islands exempted company, compliance obligations include filing annual notifications for the Company, which needs to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. It is anticipated that the Substance Act may evolve and be subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy applicable requirements may subject us to penalties under the Substance Act.

We may rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our ordinary shares.

We may rely on dividends to be paid by our subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends pursuant to its respective policy or make other distributions to us.

Risks Related to United States Government Regulations

We are subject to an extensive and rapidly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results and financial condition.

Our crypto mining business may be or may become subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those typically applied to financial services and banking, securities, commodities, the exchange, and transfer of digital assets, cross-border and domestic money and cryptocurrency transmission businesses, as well as those governing data privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement services), consumer protection, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, and related technologies. As a result, they often do not contemplate or address unique issues associated with digital assets, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local jurisdictions.

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These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the relative novelty and evolving nature of our business and the significant uncertainty surrounding the regulation of digital assets requires us to exercise our judgement as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, limitations on our business, reputational harm, and other regulatory consequences, as well as criminal penalties, each of which may be significant and could adversely affect our business, operating results and financial condition.

In addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in the United States, as well as in other countries may adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies or the judiciary, which may adversely impact the development and use of digital assets as a whole, digital asset mining operations, and our legal and regulatory status in particular by changing how we operate our business, how our operations are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new licensing requirements or new costs of doing business, or imposing a total ban on certain activities or transactions with respect to digital assets, as has occurred in certain jurisdictions in the past.

If laws or regulations or their respective interpretation change, we may become subject to ongoing examinations, oversight, and reviews by U.S. federal and state regulators, which would have broad discretion to audit and examine our business if we become subject to their oversight. Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on our reputation and brand and our business, operating results and financial condition.

A determination that Dogecoin is a security could adversely affect the value and liquidity of our Dogecoin holdings and subject us to additional regulatory requirements.

The status of a particular digital asset under the U.S. federal securities laws depends on the characteristics of the asset and the facts and circumstances surrounding the manner in which it is offered, sold and used. The legal and regulatory framework applicable to digital assets continues to evolve, and regulatory interpretations and judicial decisions may change over time.

In March 2026, the SEC and the CFTC issued an interpretation addressing the application of the federal securities laws and the Commodity Exchange Act to certain crypto assets and transactions. The interpretation describes Dogecoin, based on its characteristics, terms and functions as of the date of the interpretation, as an example of a “digital commodity.” Dogecoin also underlies futures products made available for trading on a CFTC-regulated designated contract market. Based on the current regulatory framework and the characteristics of Dogecoin, we do not believe that Dogecoin itself is a security under the U.S. federal securities laws.

Nevertheless, the regulatory characterization of Dogecoin is subject to uncertainty and could change. A transaction involving a digital asset that is not itself a security may nonetheless constitute an investment contract or otherwise be subject to the federal securities laws. Changes to the Dogecoin network, the manner in which Dogecoin is offered, marketed or used, applicable laws, regulatory interpretations or judicial decisions could affect the regulatory treatment of Dogecoin or transactions involving Dogecoin. Our determination regarding the status of Dogecoin is a risk-based assessment and is not binding on the SEC, any other regulatory authority or any court.

We hold Dogecoin for our own account as a treasury asset. We did not create or issue Dogecoin, and we do not currently operate a digital-asset exchange, provide brokerage, dealing, trading, transmission or custody services to customers, or offer interests in Dogecoin to third parties. However, if the SEC, a court or another regulatory authority were to determine that Dogecoin is a security, or that any of our activities involving Dogecoin constitute the offer, sale or trading of securities, we could become subject to registration, licensing, reporting, custody, compliance or other obligations under the federal or state securities laws.

A determination that Dogecoin is a security could also cause digital-asset exchanges, custodians, market makers and other service providers supporting Dogecoin to discontinue or restrict their services, seek additional registrations or modify their operations. As a result, Dogecoin could become more difficult or costly to trade, transfer, pledge or custody, and its liquidity, usability and market value could decline materially. We could be required to dispose of our Dogecoin holdings, modify our treasury-management practices or discontinue certain activities. Any such development could result in investigations, enforcement actions, injunctions, civil monetary penalties, disgorgement, reputational harm, increased compliance costs or other adverse consequences and could materially and adversely affect our business, financial condition, results of operations, liquidity and the market price of our Class A ordinary shares.

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We could be required to register as an investment company under the Investment Company Act, which could materially restrict our business and adversely affect our financial condition and results of operations.

Under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company generally may be considered an investment company if, among other things, it is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities, or if it is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities,” as defined under the Investment Company Act, having a value exceeding 40% of the value of its total assets, exclusive of U.S. government securities and cash items, on an unconsolidated basis.

We do not believe that we are an investment company under the Investment Company Act. We do not hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Our business strategy includes operating activities involving AI computing, GPU-based infrastructure and related services. In addition, based on the current regulatory framework and the characteristics of Dogecoin, we do not believe that our Dogecoin holdings constitute “investment securities” for purposes of the Investment Company Act.

Nevertheless, our status under the Investment Company Act depends on, among other things, the nature of our business activities, the composition and value of our assets, the sources of our income and the legal characterization of the assets we hold. These factors may change over time. A significant decline in the value of our operating assets relative to other assets, delays in developing our GPU infrastructure business, an increase in our holdings of assets treated as investment securities, or a determination that Dogecoin or another material asset held by us is a security could increase the risk that we may be deemed an investment company.

If we were deemed to be an investment company, we could be required to register under the Investment Company Act unless an exemption or exclusion were available. As a company organized outside the United States, we generally could not register as an investment company without an order from the SEC. Registration under the Investment Company Act would impose significant restrictions and compliance obligations relating to, among other things, our capital structure, transactions with affiliates, custody of assets, governance and reporting.

If we were required to register but were unable to do so, we could be required to restructure or dispose of certain assets, modify or discontinue portions of our business, or seek to obtain an exemption, exclusion or other relief. An unregistered investment company may also be subject to enforcement action, and its contracts may be unenforceable or subject to rescission by the other parties. Any such outcome could materially and adversely affect our business, financial condition, results of operations, liquidity, ability to raise capital and the market price of our Class A ordinary shares.

Enactment of the Infrastructure Investment and Jobs Act of 2021 (the “Infrastructure Act”) may have an adverse impact on our business and financial condition.

On November 15, 2021, President Joseph R. Biden signed the Infrastructure Act. Section 80603 of the Infrastructure Act modifies and amends the Internal Revenue Code of 1986 (the “Code”) by requiring brokers of digital asset transactions to report their customers to the Internal Revenue Service, or IRS. This provision was included to enforce the taxability of digital asset transactions. Section 80603 defines “broker” as “any person who (for consideration) is responsible for regularly providing any service effectuating transfers of digital assets on behalf of another person.” That could potentially include miners, validators, and developers of decentralized applications. These functions play a critical role in our business and in the functioning of the blockchain ecosystem. Importantly, these functions have no way of identifying their anonymous users. Indeed, Bitcoin’s blockchain was designed for anonymity.

This reporting requirement took effect on January 1, 2023 and thus affects tax returns filed in 2024. The implementation of these requirements is ongoing. The Company is closely monitoring the situation and waiting for more issuance of updated guidance from government agencies. Disclosing the identity of our digital asset mining operations and associated accounts to ensure they can be taxed by the IRS could cause a significant devaluing of our business, the bitcoin currency, and the entire digital asset market. Additionally, noncompliance with this provision could lead to significant fines and or regulatory actions against our Company.

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If regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”) under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which could be substantial or cost- prohibitive. If we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.

To the extent that our activities cause us to be deemed an MSB under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that our activities cause us to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any state in which we operate (currently, Nebraska, Georgia and Texas), we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements. Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly affecting an investment in our securities in a materially adverse manner.

Furthermore, the Company and our service providers may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If we are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we may act to leave a particular state or the U.S. completely. Any such action would be expected to materially adversely affect our operations.

Ongoing regulatory developments may affect the treatment of digital assets and materially and adversely affect our business, financial condition and results of operations.

The legal and regulatory treatment of digital assets in the United States continues to evolve. Digital assets and related transactions may be subject to regulation by multiple federal and state authorities, including the SEC, the CFTC, FinCEN, OFAC, the Internal Revenue Service and state financial-services, securities and money-transmission regulators. New laws, regulations, regulatory interpretations, judicial decisions or enforcement actions could affect the classification, acquisition, custody, transfer, pledge, sale or other use of digital assets, including Dogecoin.

The CFTC administers the Commodity Exchange Act of 1936, as amended (the “CEA”), and has regulatory authority over derivatives involving commodities as well as enforcement authority with respect to fraud and manipulation in interstate spot commodity markets. In March 2026, the SEC and the CFTC issued an interpretation addressing the application of the federal securities laws and the CEA to certain crypto assets and transactions. The interpretation describes Dogecoin, based on its characteristics, terms and functions as of the date of the interpretation, as an example of a “digital commodity.” Dogecoin also underlies futures products made available for trading on a CFTC-regulated designated contract market.

Nevertheless, the regulatory characterization of a digital asset may depend on the relevant facts and circumstances and may change over time. A transaction involving a digital asset that is not itself a security may nonetheless constitute an investment contract, derivative or other regulated transaction. Changes to the Dogecoin network, the manner in which Dogecoin is offered or used, applicable laws, regulatory interpretations or judicial decisions could affect the regulatory treatment of Dogecoin or transactions involving Dogecoin.

We currently hold Dogecoin for our own account as a treasury asset. We do not currently operate a digital-asset exchange, provide digital-asset trading or custody services to customers, transmit digital assets on behalf of third parties, operate a commodity pool, provide commodity trading advice, or enter into digital-asset derivatives for customers. We also ceased our proprietary Bitcoin mining operations in December 2023. Based on the nature of our current activities, we do not believe that the CEA or CFTC regulations impose material registration requirements on us solely as a result of holding Dogecoin for our own account.

However, if we were to enter into futures, options, swaps, leveraged or margined transactions, yield-generating arrangements, hedging transactions or other structured transactions involving Dogecoin, those activities could be subject to the CEA and CFTC regulations. We currently have no plans to enter into such transactions. Any future transaction involving derivatives or structured digital-asset products would be subject to management’s evaluation of the applicable legal and regulatory requirements.

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If Dogecoin were determined to be a security or otherwise became subject to additional regulatory restrictions, the exchanges, custodians and other service providers supporting Dogecoin could become subject to additional registration, licensing or compliance obligations. Such developments could reduce the liquidity or market value of Dogecoin, restrict our ability to hold, transfer, pledge or dispose of our Dogecoin holdings, increase our compliance and operating costs, or require us to modify or discontinue certain activities.

We cannot predict the form, timing or effect of future legislative, regulatory or judicial developments relating to digital assets. Any additional requirements or restrictions applicable to us, Dogecoin, our custodian or other service providers on which we rely could materially and adversely affect our business, financial condition, results of operations, liquidity and the market price of our Class A ordinary shares.

The application of financial accounting standards to our digital-asset holdings could materially affect our reported results of operations.

On December 13, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-08, Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which establishes accounting and disclosure requirements for certain crypto assets. ASU 2023-08 requires crypto assets within its scope to be measured at fair value at the end of each reporting period, with changes in fair value recognized in net income. It also requires the separate presentation of in-scope crypto assets from other intangible assets on the balance sheet, the separate presentation of changes in their fair value in the income statement, and additional disclosures regarding significant crypto-asset holdings and related activity.

We account for our Dogecoin holdings in accordance with ASU 2023-08. As a result, changes in the market price of Dogecoin are reflected in our results of operations for each applicable reporting period, regardless of whether we sell or otherwise dispose of any Dogecoin. Because the market price of Dogecoin has historically been highly volatile, the application of fair-value accounting may cause significant fluctuations in our reported assets, net income or loss and shareholders’ equity from period to period. These accounting fluctuations may not directly correspond to the cash flows generated or used by our operations.

Although ASU 2023-08 provides guidance for crypto assets within its scope, accounting standards and regulatory interpretations relating to digital assets, digital-asset transactions, custody arrangements, collateral arrangements and related disclosures continue to evolve. Future guidance or interpretations issued by the FASB, the SEC, the Public Company Accounting Oversight Board or other authorities could require us to change our accounting policies, presentation or disclosures. Such changes could require retrospective application, result in revisions or restatements of previously issued financial statements, increase our accounting and compliance costs, or materially affect our reported financial condition and results of operations.

Errors in determining the fair value of our Dogecoin holdings or applying the relevant accounting and disclosure requirements could also result in material misstatements in our financial statements or deficiencies in our internal control over financial reporting. Any such error, change in accounting treatment, revision or restatement could adversely affect investor confidence, the market price of our Class A ordinary shares and our ability to raise capital.

Future developments regarding the treatment of digital assets for U.S. federal income and applicable state, local and non-U.S. tax purposes could adversely impact our business.

Due to the new and evolving nature of digital assets and the absence of comprehensive legal guidance with respect to digital assets and related transactions, many significant aspects of the U.S. federal income and applicable state, local and non-U.S. tax treatment of transactions involving digital assets, such as the purchase and sale of Bitcoin and the receipt of staking rewards and other digital asset incentives and rewards products, are uncertain, and it is unclear what guidance may be issued in the future with respect to the tax treatment of digital assets and related transactions.

Current IRS guidance indicates that for U.S. federal income tax purposes digital assets such as Bitcoins should be treated and taxed as property, and that transactions involving the payment of Bitcoins for goods and services should be treated in effect as barter transactions. The IRS has also released guidance to the effect that, under certain circumstances, hard forks of digital currencies are taxable events giving rise to taxable income and guidance with respect to the determination of the tax basis of digital currency. However, current IRS guidance does not address other significant aspects of the U.S. federal income tax treatment of digital assets and related transactions. Moreover, although current IRS guidance addresses the treatment of certain forks, there continues to be uncertainty with respect to the timing and amount of income inclusions for various crypto asset transactions, including, but not limited to, staking rewards and other crypto asset incentives and rewards products. While current IRS guidance creates a potential tax reporting requirement for any circumstance where the ownership of a Bitcoin passes from one person to another, it preserves the right to apply capital gains treatment to those transactions, which is generally favorable for investors in Bitcoin.

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There can be no assurance that the IRS will not alter its existing position with respect to digital assets in the future or that other state, local and non-U.S. taxing authorities or courts will follow the approach of the IRS with respect to the treatment of digital assets such as Bitcoins for income tax and sales tax purposes. Any such alteration of existing guidance or issuance of new or different guidance may have negative consequences including the imposition of a greater tax burden on investors in Bitcoin or imposing a greater cost on the acquisition and disposition of Bitcoin, generally; in either case potentially having a negative effect on the trading price of Bitcoin or otherwise negatively impacting our business. In addition, future technological and operational developments that may arise with respect to digital currencies may increase the uncertainty with respect to the treatment of digital currencies for U.S. federal income and applicable state, local and non-U.S. tax purposes.

Risks Related to Singaporean Government Regulations

Current and future laws and regulations approved by the Singaporean government may have an adverse impact on our operations in Singapore.

As of the date of this annual report, there are no laws or regulations in Singapore that specifically prohibit the holding of cryptocurrencies as treasury assets. However, the regulatory framework applicable to digital assets in Singapore is evolving, and future legislation, regulations or regulatory guidance may impose additional requirements, restrictions or licensing obligations on entities that hold, manage, transfer, pledge or otherwise utilize crypto assets, including cryptocurrencies held for treasury or investment purposes.

To the extent that our crypto-asset treasury activities are deemed to constitute regulated activities under Singapore law, such activities may fall within the scope of the Securities and Futures Act 2001, the Commodity Trading Act 1992, the Payment Services Act 2019, and related subsidiary legislation, as well as regulations introduced pursuant to the Financial Services and Markets Act 2022. These laws and regulations could subject us to additional compliance obligations, including licensing, reporting, anti-money laundering and counter-terrorist financing requirements, custody and safeguarding standards, capital requirements, or restrictions on the manner in which crypto assets may be held or transferred.

Although we are not currently engaged in cryptocurrency mining activities in Singapore, we may from time to time evaluate opportunities related to crypto-asset treasury management and other blockchain- related technologies in Singapore. Any such activities may be subject to additional regulatory oversight, supervisory expectations or interpretive guidance issued by the Monetary Authority of Singapore or other regulatory authorities.

In addition, gains, losses or income arising from the holding, disposition or other use of crypto assets may be subject to Singapore income tax or other applicable taxes, depending on the facts and circumstances and prevailing tax laws and guidance.

Any changes in the regulatory or tax treatment of crypto assets in Singapore could adversely affect our ability to implement or maintain our crypto-asset treasury strategy, increase compliance or operating costs, reduce the value or liquidity of our crypto-asset holdings, or otherwise have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Our Class A Ordinary Shares

The dual-class structure of our Class A and Class B ordinary shares has the effect of concentrating voting power with the holders of Class B ordinary shares, which could limit the ability of holders of Class A ordinary shares to influence corporate matters.

We have two classes of ordinary shares. Each Class A ordinary share carries one (1) vote, while each Class B ordinary share carries twenty (20) votes. As of the issuance date of this report, 1,948,603 Class A ordinary shares and 21,043 Class B ordinary shares are outstanding. Such dual-class structure has the effect of concentrating voting power with the holders of Class B ordinary shares, which limits the ability of holders of Class A ordinary shares to influence the outcome of important transactions, including a change in control, a merger and future amendments to the memorandum and articles of association of the Company.

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Any future issuances of additional Class B ordinary shares or securities convertible into Class B ordinary shares will have a dilutive effect on our earnings per share, book value per share, and the voting power and interest of holders of Class A ordinary shares. In addition, the availability of additional Class B ordinary shares for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. Holders of Class B ordinary shares will have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors, amendments to the memorandum and articles of association that are subject to a shareholder vote and other significant corporate actions and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated voting power may have the ultimate effect of delaying, preventing or deterring a change in control of our Company (including a merger or by way of future amendments to the memorandum and articles of association of the Company), could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and might ultimately materially and adversely affect the market price of our Class A ordinary shares. This concentrated control may also prevent or discourage unsolicited acquisition proposals or offers for our shares that other shareholders may feel are in their best interest. As a result, such concentrated control may adversely affect the market price of our Class A ordinary shares.

Furthermore, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual-class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could result in a less active trading market for our Class A ordinary shares and also adversely affect the value of our Class A ordinary shares.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

As a publicly listed company, we are required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

The market price of our Class A ordinary shares has recently declined significantly, and our Class A ordinary shares could be delisted from the Nasdaq or trading could be suspended.

The listing of our Class A ordinary shares on the Nasdaq Capital Market is contingent on our compliance with the Nasdaq Capital Market’s conditions for continued listing. We have received deficiency notifications from Nasdaq regarding late filing of annual report, shareholders equity and minimum bid price. See “4.B. Business overview – Legal Proceedings – Nasdaq Compliance” for additional details. We cannot assure you that we will not receive other deficiency notifications from Nasdaq in the future. A decline in the closing price of our Class A ordinary shares could result in a breach of the requirements for listing on the Nasdaq Capital Market. If we do not maintain compliance, Nasdaq could commence suspension or delisting procedures in respect of our Class A ordinary shares. The commencement of suspension or delisting procedures by an exchange remains at the discretion of such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted Class A ordinary shares, we would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such Class A ordinary shares. A suspension or delisting would likely decrease the attractiveness of our Class A ordinary shares to investors and cause the trading volume of our Class A ordinary shares to decline, which could result in a further decline in the market price of our Class A ordinary shares.

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Any future reverse share split may not achieve its intended effects and could result in increased volatility, reduced liquidity and additional dilution to our shareholders.

We have effected a 1-for-30 reverse split of our ordinary shares in May 2023, a 1-for-60 reverse share split of our ordinary shares in January 2026 and a 1-for-5 reverse share split of our ordinary shares in August 2026, in order to regain compliance with Nasdaq’s minimum bid price requirement and to improve the marketability of our ordinary shares. There can be no assurance, however, that the reverse share splits or any future reverse share split will have the intended effect of increasing or maintaining the trading price of our ordinary shares, improving liquidity or preventing future delisting.

Following the reverse share split, the trading price of our ordinary shares may remain volatile or decline, and the number of outstanding shares will be reduced, which may result in lower trading volume and reduced liquidity. In addition, future issuances of ordinary shares, including shares issuable upon conversion of our outstanding convertible notes, issuances under the equity purchase facility or exercise of warrants, could result in significant dilution to existing shareholders and could offset any increase in the market price resulting from the reverse share split.

If we are unable to maintain compliance with Nasdaq’s continued listing requirements following the reverse share split, our ordinary shares could be delisted from Nasdaq, which would further adversely affect the liquidity and market price of our ordinary shares.

In the event that our Class A ordinary shares are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in our Class A ordinary shares because they may be considered penny stocks and thus be subject to the penny stock rules.

The SEC has adopted a number of rules to regulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if current price and volume information with respect to transactions in such securities is provided by the exchange or system). The Company’s Class A ordinary shares could be considered to be a “penny stock” within the meaning of the rules. The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in our Class A ordinary shares, which could severely limit the market liquidity of such Class A ordinary shares and impede their sale in the secondary market.

A U.S. broker-dealer selling a penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks”.

The market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid- ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

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We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, although our directors and executive officers will be required to report equity holdings under Section 16 of the Exchange Act, they will not be subject to the insider short-swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti- manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differs from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.

As a company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. We have followed and intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the New York Stock Exchange that listed companies must obtain its shareholders’ approval of all equity compensation plans and any material amendments to such plans. As a result of our reliance on the “foreign private issuer” exemptions, our shareholders may be afforded less protection than they otherwise would enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

We will incur increased costs as a result of being a public company, particularly now that we no longer qualify as an “emerging growth company.”

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. We no longer qualify as an “emerging growth company,” and as a result we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

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The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes- Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly now that we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, interim, and current reports with respect to our business and operating results.

As a result of disclosure of information in this annual report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

The market price of our Class A ordinary shares may be volatile or may decline regardless of our operating performance.

The market price of our Class A ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Share prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our Class A ordinary shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A ordinary shares as a source for any future dividend income.

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Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A ordinary shares will likely depend entirely upon any future price appreciation of our Class A ordinary shares. There is no guarantee that our Class A ordinary shares will appreciate in value or even maintain the price at which you purchased the Class A ordinary shares. You may not realize a return on your investment in our Class A ordinary shares and you may even lose your entire investment in our Class A ordinary shares.

Future issuances or sales, or perceived issuances or sales, of substantial amounts of Class A ordinary shares in the public market could materially and adversely affect the prevailing market price of the Class A ordinary shares and our ability to raise capital in the future.

The market price of our Class A ordinary shares could decline as a result of future sales of substantial amounts of Class A ordinary shares or other securities relating to the Class A ordinary shares in the public market, including by the Company’s substantial shareholders, or the issuance of new Class A ordinary shares by the Company, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the Class A ordinary shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in the future.

Future financing may cause a dilution in your shareholding or place restrictions on our operations.

We may need to raise additional funds in the future to finance further expansion of our capacity and business relating to our existing operations, acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the Class A ordinary shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:

We have a material weakness in our internal control over financial reporting. If any material weakness persists or if we fail to establish and maintain effective internal control over financial reporting, our ability to accurately report its financial results could be adversely affected.

In connection with the preparation of the financial statement for the Company’s Annual Report on Form 20-F for the year ended June 30, 2026, our management evaluated the effectiveness of our internal control over financial reporting as of June 30, 2026 and determined they were not effective as described in Part II. Item 15. “Controls and Procedures” of this annual report. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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Management identified one material weakness arising from two related deficiencies: (i) insufficient resources with the necessary U.S. GAAP and SEC reporting expertise, and (ii) ineffective review controls over complex and non-routine transactions and related financial reporting. These deficiencies resulted in errors in the unaudited interim financial statements for the six months ended December 31, 2025 relating to the classification of redeemable Class A ordinary shares, the presentation of interest expense associated with the convertible debentures measured under fair value option, and the measurement of deemed dividends. Management identified these matters and corrected the related accounting in preparing the consolidated financial statements for the year ended June 30, 2026. We subsequently restated the unaudited condensed consolidated financial statements as of and for the six months ended December 31, 2025 to correct the resulting material misstatements. The material weakness, if not remediated timely, may lead to material misstatements in its consolidated financial statements in the future.

To remedy the identified material weakness, we took several measure to improve our internal control over financial reporting, including, among others: (1) engaging additional accounting resources with U.S. GAAP and SEC reporting experience, strengthening the review of complex and non-routine transactions, and enhancing the period-end financial reporting and disclosure review process, (2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for its accounting and financial reporting personnel, (3) enhancing oversight over and clarifying reporting requirements for, non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with U.S. GAAP and SEC reporting requirements, (4) recruiting more qualified internal control personnel with experience in the requirements of the Sarbanes-Oxley Act and adopting accounting and internal control guidance on U.S. GAAP and SEC reporting, and (5) preparing more detailed guidance and manuals on financial closing policies and procedures to improve the quality and accuracy of period-end financial closing process. The material weakness will not be considered remediated until the enhanced controls have operated for a sufficient period and management has concluded, through testing, that they are designed and operating effectively.

There can be no assurance that any of our efforts we are implementing, or our internal control over financial reporting generally, will remediate any material weakness or avoid future weaknesses or deficiencies. Any failure to remediate the material weakness and any future weaknesses or deficiencies or any failure to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet its reporting obligations or result in material misstatements in its financial statements. If we are unable to remediate its material weaknesses, our management may not be able to conclude that its disclosure controls and procedures or internal control over financial reporting are effective, which could result in investors losing confidence in its reported financial information and may lead to a decline in the share price.

There can be no assurance that we will not be passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Class A ordinary shares to significant adverse United States income tax consequences.

We will be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the average quarterly value of our assets(as determined on the basis of fair market value) during such year produce or are held for the production of passive income (the “asset test”). Based upon our income and assets, including goodwill, and the value of our Class A ordinary shares, we do not believe that we were a PFIC for the taxable years ended June 30, 2026, 2025, and 2024 and do not anticipate becoming a PFIC in the foreseeable future.

While we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A ordinary shares, fluctuations in the market price of our Class A ordinary shares may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the Class A ordinary shares and on the receipt of distributions on the Class A ordinary shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder holds our Class A ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. holder holds our Class A ordinary shares.

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Securities analysts may not cover our Class A ordinary shares and this may have a negative impact on the market price of our Class A ordinary shares.

The trading market for our Class A ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over independent analysts (provided that we have engaged various on-independent analysts). We do not currently have and may never obtain research coverage by independent securities and industry analysts. If no independent securities or industry analysts commence coverage of us, the trading price for our Class A ordinary shares would be negatively impacted. If we obtain independent securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our Class A ordinary shares, changes their opinion of our Class A ordinary shares or publishes inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our Class A ordinary shares could decrease and we could lose visibility in the financial markets, which could cause the price and trading volume of our Class A ordinary shares to decline.

Techniques employed by short sellers may drive down the market price of our Class A ordinary shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

We may in the future be the subject of unfavorable allegations made by short sellers. Any such allegations may be followed by periods of instability in the market price of our Class A ordinary shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would expect to strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality.

Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholder’s equity, and the value of any investment in our Class A ordinary shares could be greatly reduced or rendered worthless.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and development of the company

Corporate History

SANGRIX was incorporated in the Cayman Islands on January 23, 2018.

SonicHash Canada was formed on December 14, 2021 under the laws of Alberta, Canada. It is a subsidiary of SANGRIX. It is not currently engaging in any active business as of the date of this annual report.

SonicHash US was formed on December 17, 2021 under the laws of Delaware. It is a subsidiary of SANGRIX. It was formed to engage in Bitcoin mining in the United States. As of December 31, 2023, SonicHash US temporarily ceased all Bitcoin mining activities.

Sonic Auspice was formed on November 30, 2023 under the laws of Delaware. SANGRIX owns 55% of the membership interest in Sonic Auspice. It does not have any material operation as of the date of this annual report.

Bit Origin Pte. Ltd. was formed on June 26, 2025 under the laws of Singapore. It is a subsidiary of SANGRIX. It is not currently engaging in any active business as of the date of this annual report.

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In addition, SonicHash Singapore was formed on December 16, 2021 under the laws of Singapore. It is a subsidiary of SANGRIX and had never engaged in any active business. On April 18, 2024, the board of directors of the Company approved to wind down SonicHash Singapore. SonicHash Singapore has been officially struck off in September 4, 2024. It did not own any assets or have any employees or business operation at the time of winding down.

On April 27, 2022, as approved by a majority of shareholders in a special meeting of shareholders, we completed a disposition in which we sold all the equity interest in its subsidiaries WVM Inc. and China Silanchi Holding Limited for a total price of US$1,000,000 pursuant to a share purchase agreement dated March 31, 2022. Such disposition includes the sale of the subsidiaries and consolidated variable interest entities of WVM Inc. and China Silanchi Holding Limited. As a result of the disposition, the Company does not operate under a VIE structure anymore. As of the date of this annual report, the Company does not have any subsidiaries or any business operation in the Mainland China, Hong Kong or Macau.

Effective February 15, 2022, we changed trading symbol of our ordinary shares from “PLIN” to “BTOG”. Effective April 29, 2022, we changed the Company’s name from “China Xiangtai Food Co., Ltd.” to “Bit Origin Ltd”.

On September 13, 2022, the Company amended its memorandum of association to reflect a change in authorized share capital from US$1,500,000 consisting of 150,000,000 shares of US$0.01 each to US$3,000,000 consisting of 300,000,000 shares of US$0.01 each, as approved by the special shareholders meeting on April 27, 2022.

On May 23, 2023, as approved and authorized by a majority of the shareholders of the Company at an annual meeting of shareholders held on May 18, 2023, the board of directors of the Company approved the reverse share split at a ratio of one-for-thirty (1-for-30). Upon the opening of the market on May 30, 2023, the Company’s ordinary shares began trading on the Nasdaq Capital Market on a post- reverse share split basis.

On March 14, 2025, as approved and authorized by a majority of the shareholders of the Company at an annual meeting of shareholders held on March 14, 2025, the Company adopted a dual-class share capital structure, pursuant to which (i) all of the issued and outstanding ordinary shares were re-designated as Class A Ordinary Shares, each having one (1) vote per share and the other rights attached to it as set out in the Company’s amended and restated memorandum and articles of association on a one for one basis, (ii) 25,000,000 then authorized but unissued ordinary shares re-designated as 25,000,000 Class B Ordinary Shares, each having twenty (20) votes per share and the other rights attached to it as set out in the Company’s amended and restated memorandum and articles of association on a one for one basis, and (iii) the remaining authorized but unissued ordinary shares re-designated as authorized but unissued Class A Ordinary Shares on a one for one basis. Additionally, 768,000 ordinary shares held by Mr. Jinghai Jiang as of March 14, 2025 were re-designated as 768,000 Class A Ordinary Shares and were repurchased and issued as 768,000 Class B Ordinary Shares.

At the same annual meeting of shareholders held on March 14, 2025, the shareholders approved by a special resolution, subject to the confirmation by the Grand Court of the Cayman Islands, the par value of each authorized share in the capital of the Company (including all issued shares) to reduce from US$0.30 to US$0.000001 (the “Share Capital Reduction”), such that following the Share Capital Reduction, the authorized share capital of the Company shall be US$500, divided into 500,000,000 shares of par value US$0.000001 each, comprising of 475,000,000 Class A Ordinary Shares of par value US$0.000001 each and 25,000,000 Class B Ordinary Shares of par value US$0.000001 each. On June 5, 2025, the Grand Court of the Cayman Islands granted an order confirming the reduction of the par value of each issued and authorized share of the Company from US$0.30 to US$0.000001 per issued share. The Court’s order confirming the Share Capital Reduction and the minute of reduction were registered by the Cayman Islands Registrar of Companies on July 25, 2025. Immediately following the Share Capital Reduction, an ordinary resolution adopted by the shareholders on March 14, 2025 came into effect, such that the Company’s authorized share capital was increase from (i) US$500, divided into 500,000,000 shares of par value US$0.000001 each, comprising of 475,000,000 Class A Ordinary Shares of par value US$0.000001 each and 25,000,000 Class B Ordinary Shares of par value US$0.000001 each, to (ii) US$15,000 divided into 15,000,000,000 shares of par value US$0.000001 each, comprising of 14,250,000,000 Class A Ordinary Shares of par value US$0.000001 each and 750,000,000 Class B Ordinary Shares of par value US$0.000001 each, by (1) the creation of 13,775,000,000 new Class A Ordinary Shares of par value US$0.000001 each; and (2) the creation of 725,000,000 new Class B Ordinary Shares of par value US$0.000001 each.

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On December 19, 2025, as approved and authorized by a majority of the shareholders of the Company at an annual meeting of shareholders held on March 14, 2025, the board of directors of the Company approved the reverse share split at a ratio of one-for-sixty (1-for-60). Upon the opening of the market on January 20, 2026, the Company’s Class A ordinary shares began trading on the Nasdaq Capital Market on a post- reverse share split basis. The Company’s authorized share capital was changed to 250,000,000 ordinary shares of a par value of US$0.00006 each, comprising 237,500,000 Class A Ordinary Shares of a par value of US$0.00006 each and (b) 12,500,000 Class B Ordinary Shares of a par value of US$0.00006 each.

On August 11, 2026, the Company held an extraordinary general meeting of shareholders at which the shareholders approved, among others: (i) a change of the name of the Company (the “Name Change”) from “BIT ORIGIN LTD” to “SANGRIX INC.”; (ii) to increase the Company’s authorized share capital from US$15,000 divided into 237,500,000 class A ordinary shares of a par value of US$0.00006 each and 12,500,000 class B ordinary shares of a par value of US$0.00006 each, to US$60,000,000 divided into 950,000,000,000 class A ordinary shares of a par value of US$0.00006 each and 50,000,000,000 class B ordinary shares of a par value of US$0.00006 each; (iii) to amend and restate the Company’s current amended and restated memorandum of association to reflect the name change and share capital increase; (iv) a share consolidation of the Company’s issued and unissued Class A ordinary shares and Class B ordinary shares, par value US$0.00006 each, at a ratio of five (5)-for-one (1), such that every five (5) Class A ordinary shares of a par value of US$0.00006 each be consolidated into one Class A Ordinary Share of a par value of US$0.0003 each, and every five (5) Class B ordinary shares of a par value of US$0.00006 each be consolidated into one Class B Ordinary Share of a par value of US$0.0003 each, and the rounding up of any fractional shares resulting from the share consolidation to the nearest whole ordinary share, which shall take effect on August 21, 2026; (v) to amend and restate the then effective memorandum and articles of association of the Company to reflect the share consolidation; (vi) general authorization.

On August 21, 2026, as approved and authorized by a majority of the shareholders of the Company at an annual meeting of shareholders held on August 11, 2026, a reverse share split at a ratio of one-for-five (1-for-5) was effective. Upon the opening of the market on August 21, 2026, the Company’s ordinary shares began trading on the Nasdaq Capital Market on a post- reverse share split basis. The new CUSIP number following the reverse share split is G21621209. The reverse share split reduced the number of outstanding shares of the Company from approximately 100.9 million to approximately 3.3 million and affected all outstanding ordinary shares.

Effective September 1, 2026, we changed the trading symbol of our ordinary shares from “BTOG” to “SGRX”. Effective September 1, 2026, we changed the Company’s name from “BIT ORIGIN LTD” to “SANGRIX INC”.

Corporate Takeover Information

As of the date of this annual report, there have been no indication of any public takeover offers by third parties in respect of the company’s shares or by the company in respect of other companies’ shares which have occurred during the last and current financial year.

Corporate Information

Our principal executive offices are located at 160 Robinson Road, 12F, SBF Center, Singapore 068914. The telephone number of our principal executive offices is 347-556-4747. Our registered office in the Cayman Islands is provided by McGrath Tonner Corporate Services Limited and located at 5th Floor, Genesis Close, George Town, PO Box 446, Grand Cayman, KYl-1106, Cayman Islands. Our corporate website is http:// sangrix.ai /. The information contained on our website is not a part of this annual report.

The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC.

Material Licenses and Permits

Our operating subsidiary, SonicHash US, has obtained all material licenses and approvals required for its operations in the United States.

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4.B. Business overview

As part of our growth strategy, we evaluate opportunities involving emerging technologies and digital infrastructure. We entered the Bitcoin mining business in December 2021 but ceased our Bitcoin mining operations in the United States in December 2023 due primarily to high operating costs. We have suspended further expansion of our proprietary cryptocurrency mining operations and, as of the date of this annual report, have not committed to restarting such operations.

In July 2025, we established a dedicated Dogecoin treasury program as part of our digital-asset strategy. As of the issuance date of this annual report, we held 67,543,745 Dogecoin. We currently have no plans to make additional material purchases of Dogecoin. This balance includes 30,000,000 DOGE subject to redemption notices received from all three investors in our August 2025 private placement. Settlement of these redemptions remained outstanding as of the date of this annual report. See “Dogecoin Treasury Strategy—Current Holdings and Treasury Management” for further details.

In 2026, we began expanding our business focus toward AI computing and digital infrastructure. In connection with this strategy, we acquired 16 GPU servers and entered into a management agreement for their deployment, management and commercialization. The servers have not yet been delivered or deployed and are currently expected to be deployed in Malaysia during the third quarter of 2026, subject to equipment delivery, customer commitments, hosting arrangements and other operational factors. We intend to evaluate additional opportunities involving GPU computing, server leasing, data center infrastructure and related services.

Dogecoin Treasury Strategy

In July 2025, we established a dedicated Dogecoin treasury program as part of our digital-asset strategy. Under the program, we acquired Dogecoin for long-term treasury investment purposes. Our treasury approach has since evolved to include sales of a portion of our DOGE holdings to support working capital and our transition toward AI computing infrastructure, together with the management of our remaining holdings and settlement of investor redemptions under the August 2025 securities purchase agreements. We will continue to evaluate further sales based on market conditions, liquidity needs and capital allocation priorities, subject to applicable contractual obligations and collateral restrictions. There can be no assurance that additional sales will occur. Our Dogecoin holdings are subject to significant price volatility, liquidity, regulatory, custody, cybersecurity and other risks. See “Risk Factors” for additional information regarding the risks associated with our Dogecoin holdings.

Current Holdings and Treasury Management

On September 7, 2026, we 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. These sales reflected our assessment of market conditions, operating cash requirements and investment priorities as we reallocate resources toward our AI infrastructure business.

As of the date of this annual report, we held 67,543,745 DOGE following these sales and before settlement of the redemptions described below. This balance includes 30,000,000 DOGE covered by redemption notices received on August 20, 2026 from all three investors in our August 2025 private placement. The notices seek the return of those DOGE in exchange for the surrender and cancellation of the corresponding eligible Class A ordinary shares under the applicable securities purchase agreements. As of the date of this annual report, settlement of these redemptions remained outstanding.

We will continue to evaluate further sales of our remaining DOGE holdings from time to time based on market conditions, liquidity needs and capital allocation priorities, taking into account our redemption obligations, applicable collateral restrictions and any required consents. The timing, amount and pricing of any additional sales will depend on the circumstances at the time, and there can be no assurance that additional sales will occur. Available proceeds from any additional sales would support working capital and the continued development of our AI infrastructure business.

We currently have no plans to make additional material purchases of DOGE. Our remaining holdings continue to expose us to price volatility, liquidity, custody, cybersecurity, regulatory and other risks.

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Sources of Capital

We funded our existing Dogecoin holdings primarily through capital raised in equity and convertible-note financings and through the receipt of Dogecoin as consideration in a private placement. Our Dogecoin treasury program has not been funded by material internally generated operating cash flows.

In connection with the establishment of the Dogecoin treasury program, we entered into equity and convertible-debt financing arrangements with institutional investors providing for up to US$500 million of potential financing, subject to the terms and conditions of the applicable agreements. This amount represents the original aggregate potential financing capacity under those arrangements, rather than cash on hand or financing currently available for immediate drawdown. Our ability to access any remaining amounts under these arrangements depends on factors beyond our control, including market conditions, investor participation, trading volume, the market price of our Class A ordinary shares, regulatory developments and satisfaction of the applicable closing and funding conditions.

We have also commenced sales of a portion of our DOGE holdings to support liquidity and our transition toward AI computing infrastructure. On September 7, 2026, we sold 3,000,000 DOGE for approximately US$267,665 in gross proceeds. We intend to use the net proceeds for general working capital and planned AI infrastructure expenditures, including equipment and deployment-related costs. We will continue to evaluate additional sales based on market conditions, liquidity needs and capital allocation priorities, taking into account our redemption obligations, applicable collateral restrictions and any required consents. There can be no assurance that additional sales will occur.

Although certain amounts may remain available under these arrangements, we currently do not intend to use such availability to make additional material purchases of Dogecoin. Any capital raised in the future is currently expected to be used primarily for working capital, satisfaction of our financing obligations, deployment and commercialization of our GPU servers, development of our AI computing and digital infrastructure business, and other general corporate purposes, subject to the terms of the applicable financing arrangements and management’s assessment of the Company’s needs.

There can be no assurance that any remaining financing will be available when needed, in sufficient amounts or on terms acceptable to us. Current market conditions may reduce financing availability, increase our cost of capital or result in substantial dilution to our existing shareholders. Adverse DOGE market conditions may also limit our ability to generate additional liquidity through sales of our remaining holdings.

Treasury Management Timeline

Over the next twelve months, we currently expect our treasury-management activities to consist principally of:

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We currently have no timetable or plan for making additional material purchases of Dogecoin. Our treasury-management approach may change based on market volatility, liquidity requirements, financing conditions, regulatory developments, internal risk parameters and management’s assessment of our overall business needs.

Yield Generation Strategy

We have not implemented any yield-generation program involving our Dogecoin holdings and have not entered into any definitive agreement to lend, stake or otherwise deploy Dogecoin for the purpose of generating yield. We do not currently plan to use decentralized finance protocols or other unregulated platforms in connection with our Dogecoin holdings.

Our current treasury priorities are managing our remaining DOGE holdings, administering the redemption notices received and evaluating further sales to support working capital and our transition toward AI computing infrastructure, taking into account applicable contractual obligations and collateral restrictions.

Material Aspects of Treasury Strategy

Our current Dogecoin treasury strategy is focused on the prudent management, custody and evaluation selective monetization of our existing remaining Dogecoin holdings and the settlement of investor redemptions, rather than the continued accumulation of Dogecoin. The material elements of our current strategy include:

We currently have no plans to make additional material purchases of Dogecoin or to deploy our Dogecoin holdings through unregulated platforms. We may retain or dispose of all or a portion of our remaining Dogecoin holdings, subject to our redemption obligations, applicable collateral restrictions and any required consents. There can be no assurance that additional sales will occur. and Our strategy may change at any time based on market conditions, liquidity requirements, financing obligations, regulatory developments and management’s assessment of our overall business needs.

Custody Arrangements

We store all of our Dogecoin holdings with BitGo Trust Company, Inc., a regulated institutional digital-asset custodian and South Dakota-chartered trust company. Our Dogecoin is held in segregated custody accounts maintained separately from BitGo’s proprietary assets and the assets of other customers. BitGo provides institutional-grade custody services, including cold-storage architecture, multi-signature security controls, and SOC 2 — certified operational processes. BitGo also maintains commercial crime insurance covering certain losses relating to digital assets held in custody, subject to policy limits, conditions, and exclusions.

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Private keys associated with our Dogecoin holdings are administered through BitGo’s multi-signature infrastructure, and no individual officer or employee of the Company has unilateral control over such keys.

Transactions are initiated by authorized personnel and processed through BitGo’s controlled approval and verification workflows. Withdrawals of Dogecoin are subject to BitGo’s security review procedures and may be delayed for verification purposes, including for large or unusual transactions.

Under the custodial agreement, BitGo may suspend or restrict access to custodial services if required by applicable law or regulatory authority, or in connection with compliance or risk-management concerns.

BitGo’s liability under the custodial agreement is generally limited and applies primarily in cases of gross negligence, fraud, or willful misconduct, as defined therein.

We currently rely exclusively on BitGo for the custody of all Dogecoin holdings, although we may evaluate additional custodial arrangements in the future in response to changes in scale, regulatory requirements, or operational needs.

Dogecoin Use Cases

Dogecoin (“DOGE”) is primarily used for peer-to-peer value transfer, including small-value payments, microtransactions, online tipping, charitable contributions, and community-driven commerce. Its low transaction fees and fast block times make DOGE suitable for high-frequency, low-friction transactions.

DOGE is also increasingly used in merchant integrations, online platforms, gaming environments, and community-supported economic activities. As the ecosystem develops, additional use cases may emerge, including integration into payment applications, decentralized commerce, and digital-asset loyalty systems.

Dogecoin Network Architecture

Dogecoin operates on an open-source, proof-of-work (“PoW”) blockchain that is secured through merged mining with Litecoin, allowing miners to validate blocks for both networks simultaneously. This structure is intended to increase hash-power participation and improve network stability.

The Dogecoin blockchain includes:

Transactions are validated and added to the blockchain approximately every minute, enabling fast settlement relative to other proof-of-work blockchains.

Dogecoin Tokenomics Dogecoin’s economic model includes several key characteristics:

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Lifecycle of Dogecoin The lifecycle of DOGE includes:

Miners

In December 2023, we ceased all Bitcoin mining operations, and we no longer deploy or operate any mining equipment.

In addition to our historical Bitcoin mining activities, we currently hold supplier prepayments for 617 Aethir cloud-rendering miners and 134 MicroBT WhatsMiner M60S ASIC miners. These units are not intended for deployment in Company-operated mining activities and do not form part of our mining operations. Instead, they represent inventory available for sale or delivery to customers under our sales-representative arrangements. Since the commencement of our miner-sales initiative in June 2024, we have sold an aggregate of 790 Aethir units.

The Company is actively pursuing multiple commercial channels to monetize these units, including:

(i) direct sales to institutional and retail customers; (ii) strategic partnerships with hosting providers, cloud-rendering platforms, and mining-equipment distributors; and (iii) marketing campaigns intended to broaden customer demand. These efforts are ongoing and form part of our asset-light digital-infrastructure strategy.

We expect 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 for cloud-rendering and mining hardware.

Mining Facilities

As of the date of this annual report, we do not own or operate any active Bitcoin mining facilities. All mining operations in Macon, Georgia; Marion, Indiana; and Cheyenne, Wyoming have been discontinued.

Operations at the Macon, Georgia facility were suspended in December 2022 due to high energy costs and operational inefficiencies, and the related hosting agreement expired on April 30, 2023. Operations at the Marion, Indiana facility ceased in September 2023, and operations at the Cheyenne, Wyoming facility ceased in December 2023 due to elevated operating costs in the United States.

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Following the cessation of these operations, all miners previously deployed at these facilities disposed of, and we currently do not generate revenue from Bitcoin mining activities.

While we continue to evaluate strategic alternatives related to digital asset infrastructure from time to time, there can be no assurance that we will resume mining operations or acquire or operate mining facilities in the future.

Strategic Partnership

On June 7, 2024, we entered into a sales representative agreement with NGH Computer Pte. Ltd. (“NGH”), pursuant to which NGH agreed to engage us as its non-exclusive representative to market and solicit orders for Aethir Edgar miners, hardware devices for contributing rendering services to Aethir Cloud Depin network. Aethir, a leader in decentralized GPU cloud infrastructure, has successfully closed its fundraising of close to USD150mn according to cryptorank.io. Aethir is an enterprise-grade, artificial intelligence (“AI”) and Gaming-focused GPU-as-a-service provider, which offers a convenient way for users to access highperformance computing resources for machine learning, deep learning, and other data-intensive applications. Aethir’s decentralized cloud computing infrastructure enables GPU providers to connect with enterprise clients who need the raw power of NVIDIA’s H100 chips for sophisticated AI and machine learning tasks. In addition, Aethir’s infrastructure supports cloud gaming clients and has contracts with the world’s largest gaming and telecom companies, taking advantage of its flexibility and coverage across technological and operational expertise.

By becoming a sales representative for Aethir, we aim to leverage our extensive expertise and industry connections to further expand Aethir’s market reach. This partnership aligns with our strategic objectives to innovate and lead in the technology and blockchain sectors. Furthermore, we have announced our intention to acquire certain Aethir devices for strategic self-deployment in Singapore or Malaysia, and we believe this collaboration will significantly enhance our offerings while driving substantial growth and value for both companies.

AI Computing and GPU Infrastructure Business

As part of our strategy to diversify our operations and develop new sources of revenue, we have expanded into AI computing infrastructure through the acquisition of GPU-based computing equipment. Our initial focus is 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.

We believe this ownership-and-management model may allow us to participate in the demand for advanced computing capacity without independently developing all of the personnel, data center and operating infrastructure required to manage GPU servers. However, this model also causes us to depend substantially on third-party managers, data center operators, power and network providers and other service providers.

Acquisition of NVIDIA Blackwell B300 AI Servers

On June 28, 2026, we completed an asset purchase transaction with PT Mitra Manunggal Sangkara, or MMS, pursuant to which we acquired 16 NVIDIA Blackwell B300 AI servers, each configured with eight GPUs, representing a total of 128 GPUs. The acquired assets also include related components, documentation, transferable warranties and service rights, and rights relating to the purchase, delivery and logistics of the servers.

At the time of the acquisition, the GPU servers were in transit and had not yet been physically delivered. Upon closing, we acquired ownership of the servers and the related rights to receive delivery. MMS is required to cooperate with us in coordinating delivery and transferring applicable supplier, warranty, shipping and other rights.

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), subject to customary adjustments and beneficial ownership limitations. The accounting value of the acquired assets and warrant consideration will be determined in accordance with applicable accounting requirements and may differ from the values assigned in the transaction documents.

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Operation of the GPU Servers

In connection with the acquisition, on June 28, 2026, we entered into a Management Agreement with MMS pursuant to which MMS was appointed to deploy, manage and commercialize the GPU servers for an initial five-year term. MMS will be responsible for the day-to-day operation of the equipment, including coordinating data center hosting, power, network connectivity, maintenance and commercial utilization.

Under the Management Agreement, we are entitled to fixed rental income of $368,640 for each monthly settlement period beginning when the servers are available for operation. We are responsible for operating expenses relating to the servers, including hosting, power, network, logistics, insurance, maintenance and repair costs. These expenses will be netted against the fixed rental income and will therefore affect the net amount received by us.

Reimbursable operating expenses must be reasonable, documented and actually incurred. Any individual operating expense exceeding $5,000 generally requires our prior written approval, except where the expense is reasonably necessary to prevent material damage to the servers or an interruption of management services. We will also receive monthly settlement statements and operating reports and have certain rights to review the relevant records.

As of the date of this annual report, the GPU servers had not yet been delivered or deployed. The servers are currently expected to be delivered and deployed in Malaysia during the third quarter of 2026. We will not become entitled to rental income until the servers are available for operation under the Management Agreement. Accordingly, as of the date of this annual report, we had not generated revenue from the acquired GPU servers.

Delivery, deployment and commencement of operations remain subject to shipping, customs clearance, installation, testing, data center readiness, availability of sufficient power, cooling and network connectivity, and other operational conditions.

Growth Strategy

If the initial GPU deployment performs satisfactorily, we may evaluate additional opportunities involving GPU equipment, AI computing capacity, storage infrastructure and related data center services.

We intend to evaluate potential expansion opportunities based on equipment availability, customer demand, expected utilization, contractual revenue arrangements, operating expenses, financing costs and anticipated investment returns. We have 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.

Disposition and Discontinued Operations

Prior to April 2021, our then subsidiaries and variable interest entities engaged in the pork processing business and had operations across key sections of the industry value chain, including slaughtering, packing, distribution, wholesale, and retail of a variety of fresh pork meat and parts. Prior to February 2020, one of our then subsidiaries operated a grocery store in Chongqing, China that sold our pork and meat products and other consumer goods. In February 2020, the grocery store operation was discontinued. In April 2021, the pork processing business was discontinued.

On April 27, 2022, we sold 100% equity interest in WVM Inc. and China Silanchi Holding Limited, including the subsidiaries and consolidated variable entities of WVM Inc. and China Silanchi Holding Limited (See “— Corporate History and Structure”), to an unrelated third party for a total of $1,000,000 pursuant to a securities purchase agreement dated March 31, 2022. Such disposition includes the sale of the grocery store and meat processing business.

Grocery Store. In July 2018, we acquired CQ Pengmei and opened two grocery stores in Chongqing in November 2017 that offered a variety of consumer goods. One of the grocery stores was closed in August 2018 due to the landlord’s failure to meet the fire safety requirements. We filed a lawsuit against the landlord for breach of the store operating lease. The lawsuit is still ongoing. In February 2020, due to the increase in inventory purchase cost and the quarantine restrictions as a result of the COVID-19 pandemic in China, we closed the other grocery store.

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Meat Processing. We used to engage in the slaughtering, packing, distribution, wholesale, and retail of a variety of fresh pork meat and parts through CQ Penglin and GA Yongpeng. We used to sell fresh pork to distributors, who then sold to pork vendors in farmers’ markets. Due to the African Swine fever affecting China in October 2018, the supply of hogs decreased. Also, starting from March 2019, the Chongqing government started requiring all local slaughtering houses to only purchase hogs from hog farms in Chongqing, which further limited the supply of hogs. The decrease in supply increased the price of hogs and increased our cost of per unit slaughtering and processing. Starting in January 2020, due to the COVID-19 pandemic and quarantine measures, our sales volume in farmers markets decreased. We were operating at losses during the fiscal year ended June 30, 2021. In addition, in March 2021, we ceased operation of the slaughtering and food processing facilities as a result of a legal dispute between CQ Penglin and Chongqing Puluosi Small Mortgage Co., Ltd. The food processing facility was sealed by the court and is subject to a lien. The court ordered the sale of this facility to enforce the court verdict against CQ Penglin. The slaughtering facility is subject to the same lien pursuant to the same court order, and pursuant to which order the facility cannot be sold, transferred or otherwise disposed without approval of the court. As a result, in April 2021, we discontinued the meat processing business.

Impact of Recent Developments Regarding Crypto Asset Market

The crypto-asset industry has experienced significant volatility, market disruptions and regulatory developments in recent years. During 2022 and early 2023, several prominent participants in the crypto-asset industry experienced liquidity problems, insolvencies, regulatory investigations or bankruptcy proceedings, including Celsius Network, Voyager Digital, Three Arrows Capital, FTX, BlockFi and Genesis. These events contributed to substantial declines in crypto-asset prices, reduced market liquidity, increased regulatory scrutiny and a loss of confidence in certain crypto-asset market participants.

We had no direct and material exposure to FTX or the other above-mentioned crypto-asset companies and did not experience any material loss of assets as a result of their bankruptcies. Nevertheless, failures or financial difficulties involving major digital-asset exchanges, custodians, lenders, market makers or other industry participants may adversely affect the broader crypto-asset market. Such events could reduce the price and liquidity of Dogecoin, disrupt our access to trading or custody services, increase our compliance and operating costs, and adversely affect investor perceptions of companies that hold digital assets.

Crypto-asset markets continued to experience significant price fluctuations during 2024, 2025 and 2026. Although the industry experienced periods of increased institutional participation, the introduction and expansion of exchange-traded products involving certain digital assets, and greater corporate interest in holding digital assets, these developments did not eliminate the volatility, liquidity constraints or operational risks associated with crypto assets. Changes in macroeconomic conditions, interest rates, regulation, investor sentiment, cybersecurity events, market concentration and the financial condition of major industry participants may cause material and rapid changes in crypto-asset prices.

We entered the Bitcoin mining business in December 2021. The volatility of Bitcoin prices, together with high energy and hosting costs, adversely affected the economic performance of our former mining operations. We ceased our proprietary Bitcoin mining operations in the United States in December 2023 due primarily to high operating costs. We no longer own or operate an active cryptocurrency mining facility and have not committed to restarting proprietary cryptocurrency mining operations. Accordingly, our current operating results are no longer directly dependent on Bitcoin mining production or mining rewards.

In July 2025, we established a dedicated Dogecoin treasury program. As of the issuance date of this annual report, we currently have no plans to make additional material purchases of Dogecoin. This balance includes 30,000,000 DOGE subject to redemption notices received from all three investors in our August 2025 private placement. Settlement of these redemptions remained outstanding as of the date of this annual report. See “Dogecoin Treasury Strategy—Current Holdings and Treasury Management” for further details. We currently have no plans to make additional material purchases of Dogecoin. However, our financial condition and results of operations remain exposed to changes in the market value of our existing Dogecoin holdings. A material decline in the price of Dogecoin could result in losses from changes in fair value, reduce the value of our assets and collateral, adversely affect our liquidity and borrowing capacity, and negatively affect investor perceptions of our business and the market price of our Class A ordinary shares.

Dogecoin markets may be less liquid and more susceptible to volatility and market dislocation than markets for larger digital assets such as Bitcoin and Ethereum. The execution of a significant sale of Dogecoin could affect prevailing market prices, particularly during periods of reduced trading volume or market stress. Exchange outages, withdrawal restrictions, cybersecurity incidents, regulatory actions or disruptions affecting custodians or trading venues could also limit our ability to access, transfer or dispose of our Dogecoin holdings when desired.

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We hold our Dogecoin with BitGo Trust Company, Inc., a regulated institutional digital-asset custodian. Although the use of a third-party institutional custodian is intended to reduce certain custody and operational risks, it does not eliminate the possibility of loss, delayed access, cybersecurity incidents, operational failures, regulatory restrictions or insolvency-related risks. Any material disruption affecting BitGo or another service provider on which we rely could restrict access to our Dogecoin holdings or otherwise adversely affect our business, financial condition and results of operations.

We intend to continue evaluating our Dogecoin holdings in light of market conditions, liquidity requirements, regulatory developments, internal risk parameters and our broader business strategy. We may retain or dispose of all or a portion of our Dogecoin holdings. Any future decision to acquire additional Dogecoin would be subject to management’s assessment of these and other relevant considerations.

Our current growth strategy is increasingly focused on AI computing and digital infrastructure, including our acquisition and proposed deployment of NVIDIA Blackwell B300 AI servers. Although this strategy may reduce our dependence on crypto-asset-related activities over time, our GPU infrastructure business is new, and the servers have not yet been delivered or deployed. There can be no assurance that our GPU infrastructure business will be successfully implemented or generate the anticipated revenue or other benefits. As a result, adverse developments in the crypto-asset market, combined with delays or underperformance in our GPU infrastructure business, could materially and adversely affect our business, financial condition, results of operations, liquidity and ability to execute our business strategy.

Legal Proceedings

Except as discussed below, there are no actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, other than disclosed above, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company that are outside the ordinary course of business or in which an adverse decision could have a material adverse effect.

However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise.

Litigation

In March 2023, the Company and SonicHash LLC, a subsidiary of the Company, along with other named entities, were named as defendants in a state court civil lawsuit filed in Cheyenne, Wyoming by BCB Cheyenne LLC (“BCB”) who had contractual relationship with two of the named defendants, MineOne Wyoming Data Center LLC, the other with Terra Crypto, Inc. Defendant alleges these parties breached their respective contracts. For its part, SANGRIX and Sonichash, who had no relationship with BCB, were nevertheless alleged to have intentionally interfered with BCB’s contractual relationships with these other parties. Both the Company and Sonichash were also named as what is known as an “alter ego” defendant pursuant to which a party may be found liable if its later discovered it was acting, in essence, as the alter ego of the primary wrongdoer. Prior to the Company discovering it had been named in this Wyoming lawsuit, the case had been dismissed but simultaneously recommenced in the U.S. District Court in Wyoming against the same parties, with substantively the same causes of action. The Company and Sonichash were made aware of and appeared in this new federal court litigation denying all material allegations alleged against each of them.

In September 2023, BCB filed an amended complaint to add parties and substitute parties in place of others but leaving the Company and Sonichash LLC as named defendants accused of intentionally interfering with BCB’s contractual relations. Once again, both companies were also alleged to be alter egos of the primary wrongdoers. In its lawsuit, BCB seeks “no less than $38 million” in compensatory damages. The Company denies any liability to BCB arising out of this lawsuit and is defending this matter vigorously.

The parties mediated this dispute from August 6 to August 8, 2024 and entered into a Settlement Agreement and Mutual Release on October 14, 2024, pursuant to which the Company agreed to pay $13,050 to cover certain litigation cost. On October 14, 2024, the court dismissed the lawsuit, granting full releases to all defendants and officially concluding the matter.

Share Capital Reduction

In May 2025, the Company petitioned the Grand Court of the Cayman Islands (Financial Services Division) under Cause No. FSD 115 of 2025 (DDJ) for a reduction of its authorized share capital. The application sought to reduce the par value of each of the Company’s issued and authorized but unissued ordinary shares from US$0.30 to US$0.000001, thereby reducing the Company’s total authorized share capital from US$15,000 to US$500, with the surplus being credited to the Company’s additional paid-in capital.

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Following due process and consideration, the Court issued its final order on June 5, 2025, approving the share capital reduction as petitioned. The order confirmed that the reduction was properly effected in accordance with the Companies Act (as amended) of the Cayman Islands.

The court order was registered by the Cayman Islands General Registry on July 25, 2025.

Nasdaq Compliance

Minimum Bid Price

On June 14, 2022, the Company received a written notification from Nasdaq, notifying the Company that it is not in compliance with the Minimum Bid Price Requirement, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of our ordinary shares for the 30 consecutive business days from May 2, 2022, to June 13, 2022, the Company no longer meets the Minimum Bid Price Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until December 12, 2022, to regain compliance with the Minimum Bid Price Requirement.

On December 13, 2022, the Company received a written notice from Nasdaq stating that, although the Company had not regained compliance with the Minimum Bid Price Requirement by December 12, 2022, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for an additional 180 calendar day period, or until June 12, 2023, to regain compliance with the Minimum Bid Price Requirement.

On May 23, 2023, as approved and authorized by a majority of the shareholders of the Company at an annual meeting of shareholders held on May 18, 2023, the board of directors of the Company approved the reverse share split at a ratio of one-for-thirty (1-for-30). Upon the opening of the market on May 30, 2023, the Company’s ordinary shares began trading on the Nasdaq Capital Market on a post- reverse share split basis.

On June 14, 2023, the Company received a letter from Nasdaq stating that because the Company’s ordinary shares had a closing bid price at or above $1.00 per share for 11 consecutive business days from May 30 to June 13, 2023, the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2), and that the matter is now closed.

Late Filing of Annual Report

On November 20, 2024, the Company received a written notice from Nasdaq notifying the Company that, since the Company has not yet filed its Form 20-F for the year ended June 30, 2024, it no longer complies with Nasdaq Listing Rules for continued listing under Listing Rule 5250(c)(1). Under Nasdaq Listing Rules, the Company has 60 calendar days to submit a plan to regain compliance and if Nasdaq accepts the Company’s plan, Nasdaq can grant the Company an exception of up to 180 calendar days from the Form 20-F’s due date, or until May 12, 2025, to regain compliance. The Company regained compliance upon filing of its Form 20-F for the year ended June 30, 2024.

Stockholders’ Equity

On January 3, 2025, the Company received a written notification from the Listing Qualifications staff of The Nasdaq Stock Market LLC indicating that the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. As reported in its Form 20-F filed on December 26, 2024, the Company had stockholders’ equity of $909,583 as of June 30, 2024. In accordance with Nasdaq rules, the Company had 45 calendar days to submit a plan to regain compliance. Upon reviewing the Company’s submission dated February 17, 2025, Nasdaq granted the Company an extension through June 30, 2025, to execute its compliance plan and demonstrate compliance with the stockholders’ equity requirement. The Company may be subject to delisting if it fails to evidence compliance by that date or in its next Form 20-F for the fiscal year ending June 30, 2025. To address the deficiency, the Company converted secured convertible debentures into equity and completed revenue-generating transactions. As a result, the Company reported stockholders’ equity of approximately $3.6 million as of May 31, 2025. On July 1, 2025, Nasdaq confirmed that the Company had regained compliance with the equity requirement under Listing Rule 5550(b)(1).

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Minimum Bid Price

On February 21, 2025, the Company received a written notice from Nasdaq stating that, based on the closing bid price of its ordinary shares for the prior 30 consecutive business days, the Company was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial 180 calendar day period, or until August 20, 2025, to regain compliance with the minimum bid price requirement.

On August 28, 2025, the Company received a written notice from Nasdaq (the “August 2025 Notice”) stating that, although the Company had not regained compliance with the minimum bid price requirement by August 20, 2025, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for an additional 180 calendar day period, or until February 16, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

On December 19, 2025, as approved and authorized by a majority of the shareholders of the Company at an annual meeting of shareholders held on March 14, 2025, the board of directors of the Company approved the reverse share split at a ratio of one-for-sixty (1-for-60). Upon the opening of the market on January 20, 2026, the Company’s Class A ordinary shares began trading on the Nasdaq Capital Market on a post- reverse share split basis.

On February 9, 2026, the Company received a letter from Nasdaq confirming that the Company regained compliance with the minimum bid price requirement set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules. For 14 consecutive business days, beginning from January 20, 2026 to February 6, 2026, the closing bid price of the Company’s Class A ordinary shares has been at $1.00 per share or greater, and therefore the Company has regained compliance with the Nasdaq Capital Market’s listing requirements, effective February 9, 2026.

U.S. Regulations and Policies Relating to Digital Assets

The legal and regulatory framework applicable to digital assets in the United States continues to evolve. Digital assets and related activities may be subject to regulation by multiple federal and state authorities, including the Securities and Exchange Commission (the “SEC”), the Commodity Futures Trading Commission (the “CFTC”), the Financial Crimes Enforcement Network (“FinCEN”), the Office of Foreign Assets Control (“OFAC”), the Internal Revenue Service and state financial-services, securities and money-transmission regulators. The application of these laws and regulations may depend on the characteristics of the relevant digital asset and the nature of the activities conducted.

We currently hold Dogecoin for our own account as a treasury asset. We do not currently operate a digital-asset exchange, provide digital-asset trading or custody services to customers, transmit digital assets on behalf of third parties, or issue Dogecoin or any other digital asset. We also ceased our proprietary Bitcoin mining operations in December 2023. Accordingly, many laws applicable to digital-asset exchanges, custodians, money transmitters and mining operators may not currently apply directly to our activities. However, changes in our business, the manner in which we acquire, hold, pledge or dispose of digital assets, or the adoption or interpretation of applicable laws and regulations could subject us to additional licensing, registration, compliance or reporting requirements.

Classification of Dogecoin and Other Digital Assets

The regulatory classification of a digital asset may affect the manner in which it may be acquired, held, traded, pledged, custodied or disposed of. In March 2026, the SEC and the CFTC issued an interpretation addressing the application of the federal securities laws and the Commodity Exchange Act to certain crypto assets and transactions. The interpretation describes Dogecoin, based on its characteristics, terms and functions as of the date of the interpretation, as an example of a “digital commodity.” Dogecoin also underlies futures products made available for trading on a CFTC-regulated designated contract market.

Nevertheless, the characterization of a digital asset may depend on the relevant facts and circumstances, and a transaction involving a digital asset that is not itself a security may nonetheless constitute an investment contract or otherwise be subject to federal or state securities laws. The regulatory treatment of Dogecoin could also change as a result of changes to the Dogecoin network, applicable law, regulatory interpretations or judicial decisions.

If Dogecoin were determined to be a security or otherwise became subject to additional regulatory restrictions, the exchanges, custodians and other service providers supporting Dogecoin could become subject to additional registration or compliance obligations. Such developments could reduce the liquidity or market value of Dogecoin, restrict our ability to hold, transfer, pledge or dispose of our Dogecoin holdings, increase our compliance costs, or otherwise materially and adversely affect our business, financial condition and results of operations.

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Commodity Regulation

The CFTC has regulatory authority over derivatives involving commodities and enforcement authority with respect to fraud and manipulation in interstate spot commodity markets. Because Dogecoin has been identified by the CFTC as an example of a digital commodity, transactions involving Dogecoin may be subject to the CFTC’s antifraud and anti-manipulation authority, and derivatives involving Dogecoin may be subject to the broader requirements of the Commodity Exchange Act and CFTC regulations.

We do not currently operate a derivatives exchange, execute derivatives transactions for customers, provide commodity trading advice or operate a commodity pool. However, if we were to enter into derivatives, hedging, yield-generating or other structured transactions involving Dogecoin, those activities could implicate additional CFTC requirements. We currently have no plans to enter into such transactions. Any future transaction involving derivatives or structured digital-asset products would be subject to management’s evaluation of the applicable legal and regulatory requirements.

FinCEN, Anti-Money Laundering and Money-Transmission Regulation

FinCEN administers the Bank Secrecy Act and its implementing regulations, including regulations applicable to money services businesses. FinCEN guidance generally distinguishes persons that acquire or use convertible virtual currency for their own account from administrators or exchangers that accept and transmit convertible virtual currency or buy or sell it as a business for others.

Because we hold Dogecoin for our own account and do not currently transmit, exchange or provide custody of digital assets for customers, we do not believe our existing treasury activities cause us to be a money services business under current FinCEN guidance. However, this determination depends on the nature of our activities. If we were to provide digital-asset exchange, transmission, payment, custody or other services to third parties, we could be required to register as a money services business and implement an anti-money laundering program, customer-identification procedures, transaction monitoring, recordkeeping and regulatory reporting controls.

State laws may separately require licensing or registration for entities engaged in virtual-currency business activity or money transmission. Although we do not believe that our current holding of Dogecoin for our own account requires us to obtain a state money-transmission or virtual-currency license, changes in our activities or changes in applicable law could result in additional state licensing and compliance obligations.

Sanctions Compliance

OFAC administers and enforces economic and trade sanctions based on U.S. foreign-policy and national-security objectives. Digital-asset transactions are subject to the same OFAC requirements as transactions involving traditional assets. The pseudonymous nature of blockchain transactions may make it difficult to identify the persons or jurisdictions associated with a particular digital-asset address.

We rely on institutional custodians and other service providers to conduct sanctions screening and other compliance procedures in connection with transactions involving our Dogecoin holdings. However, such screening procedures may not identify every prohibited person, address or transaction. If we or one of our service providers were to process a transaction involving a sanctioned person, jurisdiction or digital-asset address, we could be subject to investigation, penalties, asset blocking, reputational harm or restrictions on our ability to conduct future transactions.

Custody Regulation

We hold our Dogecoin through BitGo Trust Company, Inc., a South Dakota-chartered trust company that provides institutional digital-asset custody services. Regulation of digital-asset custodians continues to develop at both the federal and state levels. Changes in custody, capital, cybersecurity, segregation, reporting or other regulatory requirements applicable to BitGo or other digital-asset custodians could increase our custody costs, restrict access to certain services, delay transactions or require us to establish alternative custody arrangements.

Our use of a regulated third-party custodian does not eliminate the risks associated with holding digital assets. We remain exposed to operational failures, cybersecurity incidents, loss or compromise of private keys, legal or regulatory restrictions, insolvency-related risks and limitations under applicable insurance arrangements.

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Investment Company Act

Under the Investment Company Act of 1940, as amended, a company may be required to register as an investment company if it is engaged primarily in the business of investing, reinvesting, owning, holding or trading securities, or if it owns investment securities exceeding certain statutory thresholds.

We do not believe that Dogecoin constitutes an investment security for purposes of the Investment Company Act under the current regulatory framework, and our business strategy includes operating activities involving AI computing and digital infrastructure. Nevertheless, the determination of our status under the Investment Company Act depends on, among other things, the composition and value of our assets, the nature of our income and business activities, and the legal characterization of the assets we hold. If Dogecoin or any other material asset held by us were classified as a security, or if the composition of our assets or business activities changed, we could be required to modify our activities or asset holdings to avoid registration under the Investment Company Act. Registration as an investment company would impose significant compliance obligations and restrictions that could materially and adversely affect our business, financial condition and results of operations.

Regulation of Historical Mining Activities and Mining Equipment

We ceased our proprietary Bitcoin mining operations in December 2023 and no longer own or operate an active cryptocurrency mining facility. Accordingly, laws and regulations specifically applicable to active cryptocurrency mining, including energy-consumption, environmental, permitting and mining-pool requirements, do not currently apply to us in the same manner as they would to an active mining operator.

We continue to hold contractual rights associated with supplier prepayments for certain Aethir Cloud rendering miners and MicroBT WhatsMiner M60S ASIC miners. We intend to market these machines for sale and arrange for their delivery to customers through sales representative arrangements rather than deploy them in Company-operated mining activities. The purchase, sale, import, export and delivery of such equipment may be subject to commercial, customs, sanctions, export-control and other applicable laws. If we were to restart proprietary cryptocurrency mining in the future, we could again become subject to laws and regulations governing energy use, environmental impacts, facility operation, mining pools and other mining-related activities. We have not committed to restarting such operations.

Singapore Regulations Relating to Digital Assets

Our principal executive offices are located in Singapore. The Monetary Authority of Singapore (“MAS”) regulates certain digital-payment-token services under the Payment Services Act 2019 and certain digital-token services under the Financial Services and Markets Act 2022. Regulated activities may include dealing in, facilitating the exchange of, transmitting, safeguarding or providing other specified services involving digital payment tokens or digital tokens for customers.

We currently hold Dogecoin for our own account and do not provide digital-payment-token or digital-token services to customers in or from Singapore. Based on the nature of our current activities, we do not believe that we are required to obtain a payment-services or digital-token-service-provider license in Singapore solely as a result of holding Dogecoin as a treasury asset. However, if we expand our activities to provide digital-asset services to third parties or conduct other regulated digital-token activities in or from Singapore, we may become subject to licensing, anti-money laundering, technology-risk, consumer-protection and other requirements administered by MAS.

The regulatory framework for digital assets in Singapore continues to evolve. MAS may adopt new rules, expand the scope of existing requirements or change its interpretation of applicable laws. Any such development could restrict our ability to conduct digital-asset activities from Singapore, increase our compliance and operating costs, require us to modify our business practices or otherwise materially and adversely affect our business, financial condition and results of operations.

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Human Capital Resources

General

As of June 30, 2026, we had 1 full-time equivalent employee located in the United States and 4 full-time equivalent employees located in Singapore. None of our employees are either represented by a labor union or subject to a collective bargaining agreement.

Facilities

Our corporate headquarters are located in Singapore, where we hold a lease that has a monthly fee of S$23,174.49 (GST included).

4.C. Organizational structure

SANGRIX was incorporated in the Cayman Islands on January 23, 2018. The following diagram illustrates our corporate structure:

Direct and indirect subsidiaries

SonicHash Canada was formed on December 14, 2021 under the laws of Alberta, Canada. It is a subsidiary of SANGRIX. It is not currently engaging in any active business.

SonicHash US was formed on December 17, 2021 under the laws of Delaware. It is a wholly-owned subsidiary of SANGRIX. It was formed to engage in Bitcoin mining in the United States. As of December 31, 2023, the Company temporarily ceased all Bitcoin mining activities.

Sonic Auspice was formed on November 30, 2023 under the laws of Delaware. SANGRIX owns 55% of the membership interest in Sonic Auspice. It does not have any material operation as of the date of this annual report.

In addition, SonicHash Singapore was formed on December 16, 2021 under the laws of Singapore. It was a wholly-owned subsidiary of SANGRIX and had never engaged in any active business. On April 18, 2024, the board of directors of the Company approved to wind down SonicHash Singapore. SonicHash Singapore has been officially struck off in September 4, 2024. It did not own any assets or have any employees or business operation at the time of winding down.

SANGRIX Pte. Ltd. was formed on June 26, 2025 under the laws of Singapore. It is a subsidiary of SANGRIX. It is not currently engaging in any active business as of the date of this annual report.

4.D. Property, plants and equipment

As of June 30, 2026 and the date of this annual report, our principal executive offices are located at 160 Robinson Road, 12F, SBF Center, Singapore 068914.

For detailed description of the miners we own, see “Item 4. Information of the Company - 4.B Business Overview - Miners.”

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ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts included in the fiscal years ended June 30, 2026, 2025 and 2024 (“Annual Financial Statements”) are derived from our audited consolidated financial statements included elsewhere in this annual report. These Annual Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

Overview

As part of our growth strategy, we have been actively seeking opportunities to own 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. We have been also seeking opportunities to deploy other emerging technologies such as building and managing a Dogecoin (“DOGE”) treasury and developing related digital-asset initiatives.

In December 2023, we ceased all Bitcoin mining operations in the United States due to high operating costs. As of the date of this report, we do not operate any mining facilities, do not deploy miners, and do not generate revenue from Bitcoin mining. We are not currently engaged in any crypto mining operations, and we have suspended all exploration of new mining sites or capacity increases. While we may evaluate strategic opportunities in the digital asset ecosystem—including potential hosting partnerships and the sale of mining hardware—we have no present plans to resume our own Bitcoin mining operations unless market conditions materially change.

Beginning in July 2025, we launched a dedicated DOGE Treasury program to advance our digital-asset strategy. As of the issuance date of this report, we hold 67,543,745 DOGE, which are custodied with BitGo Trust Company, Inc. This balance includes 30,000,000 DOGE subject to redemption notices received from all three investors in our August 2025 private placement. Settlement of these redemptions remained outstanding as of the date of this annual report. See “Dogecoin Treasury Strategy—Current Holdings and Treasury Management” for further details.

New Business

In April 2026, we began our strategic expansion beyond digital asset mining into AI computing infrastructure, GPU computing services and related digital infrastructure opportunities. On June 28, 2026, we entered into an asset purchase agreement with a third party, pursuant to which we purchased approximately $11 million of NVIDIA Blackwell B300 AI servers. Following the expected delivery during the third quarter of 2026, we expect the infrastructure to commence commercial operations in Malaysia and begin generating recurring infrastructure-related revenue. Management believes demand for high-performance GPU infrastructure continues to be driven by the rapid adoption of artificial intelligence technologies, large language models, enterprise AI applications and next-generation computing workloads. As enterprises increasingly deploy AI-powered products and services, access to reliable, scalable computing infrastructure has become an increasingly critical component of the global digital economy. We believe this acquisition strengthens our position within the evolving AI computing ecosystem while establishing a foundation for continued expansion into high-performance computing infrastructure.

Key factors that Affect Operating Results

Our business, financial condition and results of operations have been and are expected to continue to be, affected by a number of factors, which primarily include the following:

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Our results of operations are expected to be impacted by significant fluctuation of Bitcoin price and Dogecoin price.

The prices of DOGE and, to a lesser extent, Bitcoin have experienced significant volatility, and fluctuations in the price of DOGE may materially and adversely affect our results of operations, financial condition, and liquidity.

Because our treasury strategy is concentrated in DOGE, we are particularly exposed to DOGE-specific volatility, liquidity constraints, and market dislocation risks.

If DOGE prices decline, we may be required to record significant losses from changes in fair value, which could materially reduce our assets and results of operations. In addition, our ability to liquidate DOGE to meet operational needs could be constrained during periods of heightened volatility, thin order-book depth, exchange outages, or adverse market sentiment. There is no assurance that DOGE can be sold at prevailing market prices, or at all, when liquidity is required.

DOGE trading markets may be less developed, less liquid, and more susceptible to volatility than markets for other cryptocurrencies. Dogecoin market depth is materially lower than that of larger digital assets such as Bitcoin and Ethereum. As a result, large transactions may have a greater market impact, preventing us from executing sales at desired prices and increasing our vulnerability to adverse market movements. In addition, DOGE markets may be more susceptible to market manipulation, rapid shifts in sentiment, and liquidity fragmentation across exchanges.

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.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies as a means of payment has not occurred, and may never occur. The growth of this industry in general, and the use of Bitcoin and DOGE, in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors include, but are not limited to:

The outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effect on the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account, which would harm investors in our securities.

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Our GPU infrastructure business is new, and we may not realize the anticipated benefits of our acquisition.

​

We recently entered the GPU infrastructure business through our acquisition of 16 NVIDIA Blackwell B300 AI servers. We have limited experience owning or commercializing advanced GPU servers and overseeing third parties engaged in deploying and operating such equipment.

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The success of this business depends on timely delivery and deployment, reliable equipment performance, sufficient utilization, customer demand, operating costs and the performance of PT Mitra Manunggal Sangkara (“PTMMS”) and other service providers. Our assumptions regarding these matters may prove inaccurate. We may incur substantial expenses without receiving the anticipated rental income or recovering our investment. If the project does not perform as expected, we could experience operating losses, liquidity pressure and impairment of the acquired assets. As of the issuance date of this annual report, our GPU servers had not yet been delivered or deployed. The servers are currently expected to be delivered and deployed in Malaysia during the third quarter of 2026, but this timetable is subject to uncertainty.

We believe this ownership-and-management model may allow us to participate in the demand for advanced computing capacity without independently developing all of the personnel, data center and operating infrastructure required to manage GPU servers. However, this model also causes us to depend substantially on third-party managers, data center operators, power and network providers and other service providers. If PTMMS experiences financial or operational difficulties, fails to secure sufficient commercial utilization, fails to make payments when due or otherwise fails to perform its obligations, our business and financial results could be materially adversely affected. Our contractual rights may not fully compensate us for delayed or lost income, service interruptions, equipment damage or other losses.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition.

Results of Operations

The tables in the following discussion summarize our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements included elsewhere in this annual report. The operating results in any period are not necessarily of the results that may be expected for any future period.

Revenues

Total cryptocurrency mining revenue for the years ended June 30, 2026, 2025 and 2024 was approximately nil, nil and $2.9 million, respectively. Total cryptocurrency miner sales net revenue for the years ended June 30, 2026, 2025 and 2024 was approximately nil, $39,000 and nil, respectively.

We started Bitcoin mining in May 2022 and were awarded a total of 95.62 coins during the year ended June 30, 2024 at an average Bitcoin value of $30,208. In December 2023, we ceased all Bitcoin mining operations in the United States due to high operating costs. We started cryptocurrency miner sales in June 2024 and sold 295 units of Aethir Edge Miners and recognized agency income of approximately $39,000 for the sales during the year ended June 30, 2025. For the year ended June 30, 2026, we did not generate any revenue from cryptocurrency mining or miner sales, as we had ceased all mining operations and completed prior period miner sales.

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Cost of revenues and expenses

Cost of revenues for cryptocurrency mining for the years ended June 30, 2026, 2025 and 2024 was approximately nil, nil, and $3.8 million, respectively. Cost of revenues consists primarily of all-in-one production costs of mining operations, and depreciation expense of our own mining equipment recorded during the years ended June 30, 2026, 2025 and 2024. We signed hosting agreement with hosting partners, and the hosting partners will install the mining equipment and provide electric power, internet services and other necessary services to maintain the operation of the mining equipment. All the related operating fees are included in the all-in-one monthly fees charged by the hosting partners.

Gross Profit (Loss)

The gross profit (loss) for the years ended June 30, 2026, 2025 and 2024 was approximately nil, $39,000 and ($0.9) million, respectively.

General and Administrative Expenses

General and administrative expenses decreased by approximately $0.3 million, or 10.7%, from approximately $3.1 million for the year ended June 30, 2025 to approximately $2.8 million for the year ended June 30, 2026. The decrease in general and administrative expenses was primarily due to a decrease in professional fees of approximately $1.3 million in the year of 2026. The decrease was mainly offset by an increase in salary expenses of approximately $0.1 million, an impairment loss on prepayments of approximately $0.5 million, an increase in insurance expense of approximately $0.1 million, and an increase in rental fees of approximately $0.2 million.

General and administrative expenses decreased by approximately $0.7 million, or 19.2%, from approximately $3.8 million for the year ended June 30, 2024 to approximately $3.1 million for the year ended June 30, 2025. The decrease in general and administrative expenses was primarily due to a decrease in salary expenses of approximately $0.9 million and audit fees of approximately $0.2 million in the year of 2025. The decrease was mainly offset by an increase in legal professional fees of approximately $0.4 million.

Provision for (Recovery of) Credit Losses

During the year ended June 30, 2026, we made approximately $0.6 million provision for credit losses for loans receivable.

During the year ended June 30, 2025, we made approximately $66,000 recovery of credit losses for loans receivable and approximately $14,000 provision for credit losses for other receivables.

During the year ended June 30, 2024, we made approximately $1.1 million provision for credit losses and doubtful accounts for other receivables, prepayments, loans receivables and the GST tax receivable.

Change in Fair Value of Crypto assets

For the year ended June 30, 2026, following adoption of ASU 2023-08, we recognized a $10.9 million loss from changes in the fair value of crypto assets. No such fair value change was recognized for the year ended June 30, 2025. Prior to adoption of ASU 2023-08, crypto assets were accounted for under the previous cost-less-impairment model, and approximately $7,000 of impairment loss was recognized for the year ended June 30, 2024.

Impairment Loss of Long-lived assets

We recorded approximately nil, nil and $6.5 million of impairment loss during the years ended June 30, 2026, 2025 and 2024 for our cryptocurrency mining equipment.

Impairment Loss of Long-term investment

We recorded approximately nil, nil and $2.4 million of impairment loss during the years ended June 30, 2026, 2025 and 2024 for our long-term investment.

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Share Based Compensation Expenses

We incurred nil share compensation expense during the years ended June 30, 2026 and 2025.

We incurred approximately $73,000 to pay for CEO, president, and head of HR share based compensation expenses during the year ended June 30, 2024.

Loss from Operations

The loss from operations for the year ended June 30, 2026 was approximately $14.3 million, an increase of approximately $11.3 million, or 377.3%, from approximately $3.0 million for the year ended June 30, 2025. The increase was primarily due to the increase of provision for credit losses and change in fair value of crypto assets as the reasons that we mentioned above, partially offset bt lower general and administrative expenses.

The loss from operations for the year ended June 30, 2025 was approximately $3.0 million, a decrease of approximately $11.8 million, or 79.8%, from approximately $14.8 million for the year ended June 30, 2024. The decrease was primarily due to the decrease of gross loss, provision for credit losses and impairment losses as the reasons that we mentioned above.

Other Expenses, Net

Our other expenses, net, consists of realized gain on sale/exchange of crypto assets, interest income and expense, other financing expenses, loss on warrants settlement, and change in fair value of convertible debentures.

Our other expenses, net was approximately $14,000 during the year ended June 30, 2026, a decrease of approximately $1.4 million, or 99.0%, as compared to our other expenses, net of approximately $1.4 million during the year ended June 30, 2025. The decrease was mainly due to a gain of approximately $0.9 million from the change in fair value of convertible debentures recognized during the fiscal year of 2026 and a decrease of approximately $0.7 million of interest expenses incurred from convertible debentures as we elect the fair value option to measure the convertible debentures entirely at fair value without presenting those contractual interest expense separately.

Our other expenses, net was approximately $1.4 million during the year ended June 30, 2025, a decrease of approximately $2.1 million, or 60.0%, as compared to our other expenses, net of approximately $3.4 million during the year ended June 30, 2024. The decrease was mainly due to a decrease of the loss on warrants settlement of approximately $1.9 million and an increase of realized gain on sale/exchange of crypto assets of approximately $0.2 million for the year ended June 30, 2025.

Provision for Income Taxes

We did not have any taxable income during the years ended June 30, 2026, 2025 and 2024.

Net Loss

Our net loss was approximately $14.3 million for the year ended June 30, 2026, increased by approximately $9.9 million, or 227.1%, from a net loss of approximately $4.4 million for the year ended June 30, 2025. Our net loss for the fiscal year 2025 decreased by approximately $13.9 million, or 76.1%, from a net loss of approximately $18.3 million for the year ended June 30, 2024. Such change was the result of the combination of the changes as discussed above.

Liquidity and Capital Resources

For the fiscal years ended June 30, 2026, 2025 and 2024

As of June 30, 2026, we had working capital of approximately $8.7 million and an accumulated deficit of approximately $112.2 million. Although working capital was positive, the Group had a limited cash balance and continued to incur operating cash outflows. We have been constantly evaluating partnerships to expand into AI computing infrastructure and to diversify into other blockchain-related activities or products. Our initial focus is 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. We will use equity and debt financing to finance our working capital requirements and capital expenditures when necessary. Based on the above considerations, management is of the opinion that the substantial doubt about our ability to continue as a going concern was alleviated and we have sufficient funds to meet our working capital requirements for the next twelve months from the date of this report.

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The following summarizes the key components of our cash flows for the years ended June 30, 2026, 2025 and 2024.

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Operating activities

Cash used in operating activities was approximately $2.9 million for the year ended June 30, 2026, which was mainly due to the net loss of approximately $14.3 million and a gain of approximately $0.9 million from the change in fair value of convertible debentures. The net cash used in operating activities was mainly offset by non-cash items, including the change in fair value of crypto assets of approximately $10.9 million, issuance costs and discounts on convertible debentures of approximately $1.1 million and the provision for credit losses of approximately $0.6 million.

Cash used in operating activities was approximately $2.3 million for the year ended June 30, 2025, which was mainly due to the net loss of approximately $4.4 million, the increase of prepayments of approximately $0.5 million for miner advances. The net cash used in operating activities was mainly offset by the change of crypto assets of approximately $0.4 million, the non-cash items of issuance costs and discounts on convertible debenture of approximately $1.2 million and the interest expense of convertible debenture of approximately $0.7 million, and the decrease of other receivables of approximately $0.7 million.

Cash used in operating was approximately $7.9 million for the year ended June 30, 2024, which was mainly due to the net loss of approximately $18.3 million, the change of crypto assets of approximately $2.7 million, the increase of other receivables of approximately $3.0 million, and the decrease of accounts payable of approximately $0.7 million for miner setup fees. The net cash used in operating activities was mainly offset by the non-cash items of impairment losses of approximately $8.9 million, loss on warrants settlement of approximately $1.9 million, and the increase of other payables and accrued liabilities of approximately $1.3 million.

Investing activities

Cash used in investing activities was approximately $0.2 million for the year ended June 30, 2026, which was $0.2 million advance for long-term investment.

Cash provided by investing activities was approximately $1.5 million for the year ended June 30, 2025, which was due to the increase of approximately $1.5 million repayments from loans to third parties.

Cash provided by investing activities was approximately $1.0 million for the year ended June 30, 2024, which was due to approximately $4.7 million proceeds received from sale of crypto assets and offset by approximately $3.6 million loans to third parties.

Financing activities

Cash provided by financing activities was approximately $4.6 million for the year ended June 30, 2026, primarily attributable to proceeds from convertible debentures, net of issuance costs, of approximately $6.4 million, and offset by approximately $0.6 million in purchases of crypto assets and payment of equity issuance costs of approximately $1.2 million.

Cash used in financing activities was approximately $0.6 million for the year ended June 30, 2025, which was due to the payments of convertible debenture interest expense.

Cash provided by financing activities was approximately $8.3 million for the year ended June 30, 2024, which was mainly due to the proceeds from issuance of ordinary shares of approximately $4.0 million, the proceeds from convertible debenture, net of issuance costs of approximately $6.1 million, and the proceeds from exercises of warrants of approximately $1.2 million. Cash provided by financing activities was mainly offset by the repayments to the convertible debenture of $1.6 million.

Research and Development

We currently do not have any research and development expenses.

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Trend Information

Other than as disclosed elsewhere in this annual report and below, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Contingencies

In March 2023, SANGRIX and SonicHash US, together with other defendants, were named in litigation brought by BCB Cheyenne LLC in connection with alleged contractual interference and related claims. BCB sought compensatory damages of no less than $38 million. We denied liability and defended the matter.

In October 2024, the parties entered into a Settlement Agreement and Mutual Release pursuant to which we agreed to pay $13,050 in settlement of the matter. The amount had been accrued within other payables and accrued liabilities as of June 30, 2024 and was paid in November 2024. The litigation was dismissed in October 2024 and the matter was fully resolved.

As of June 30, 2026, this matter had been fully resolved, and we were not subject to any other material legal proceedings, claims or contingencies requiring disclosure.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. While our significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements, certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting estimates involve the most significant estimates and judgments used in the preparation of our financial statements:

Allowance for credit losses

Allowance for credit losses represents management’s best estimate of probable losses inherent in the portfolio. On July 1, 2023, we adopted ASC 326, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The guidance requires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

Under ASU 2016-13, we have exposure to credit losses for financial assets, which are other receivables and loans receivable. We considered various factors, including nature, historical collection experience, the age of the accounts receivable balances, credit quality and specific risk characteristics of its customers, current economic conditions, forward-looking information including economic, regulatory, technological, environmental factors (such as industry prospects, GDP, employment, etc.), reversion period, and qualitative and quantitative adjustments to develop an estimate of credit losses. We have adopted loss rate method to calculate the credit loss and considered the reverent factors of the historical and future conditions of us to make reasonable estimation of the risk rate. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment.

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Fair value of measurements

We elect to apply the fair value option (“FVO”) pursuant to ASC 825-10-25-4 after we consider the overall value of the embedded features to the following convertible debentures, whether the bifurcation provides a more faithful presentation of the instrument’s overall economics, and the applicability of selecting the FVO if such election is more appropriate. Under this election, the convertible debentures and derivatives are measured in their entirety at fair value, with changes in fair value recognized in earnings, except for the portion attributable to instrument-specific credit risk, which is recognized in other comprehensive income (“OCI”) in accordance with ASC 825-10-45-5. Changes in fair value attributable to factors other than instrument-specific credit risk are recognized in earnings; and the related cumulative amount previously recognized in accumulated other comprehensive income for instrument-specific credit risk is reclassified to earnings upon settlement. The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. We estimated the fair value of the convertible debentures based upon using the Binomial Model.

The following table summarizes the significant inputs used in measuring the fair value of the Debentures on issuance date:

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The following table summarizes the significant inputs used in measuring the fair value of the Debentures on June 30, 2026:

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Fair value of crypto assets

We adopted Accounting Standard Update (“ASU”) 2023-08 on July 1, 2025, which requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. Additionally, ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the balance sheets and record changes from remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. The amendments also require that an entity provide disclosures about significant holdings, contractual sale restrictions, and changes during the reporting period.

At each date of measurement, we review internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the crypto assets. Our holdings of Dogecoin meet the scope criteria in ASC 350-60 to be accounted for as crypto assets. Fair value is determined using the closing price from the principal market for Dogecoin, which we have identified, in accordance with ASC 820, as the active market it has access to and normally uses to transact in Dogecoin. Because this is a quoted price in an active market for an identical asset, our Dogecoin is classified within Level 1 of the ASC 820 fair value hierarchy. The classification of crypto assets as current or non-current is determined under ASC 210 based on whether the assets are reasonably expected to be realized in cash, sold or otherwise realized during the normal operating cycle or within twelve months after the reporting date. In making this assessment, we consider all relevant facts and circumstances, including any collateral arrangements and related contractual release provisions applicable to pledged crypto assets.

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Valuation of deferred tax and uncertain tax position

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Valuation allowance is provided against deferred tax assets when we determine that it is more-likely-than-not that the deferred tax assets will not be utilized in the future. We consider positive and negative evidence to determine whether some portion or all of the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates we are using to manage the underlying businesses.

We believe that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates. To the extent that there are material differences between these estimates and the actual results, future financial statements will be affected.

Quantitative and Qualitative Disclosures about Market Risks

Cryptocurrency Risk

The price of DOGE has experienced significant fluctuations over its relatively short existence and may continue to fluctuate significantly in the future. DOGE prices ranged from approximately $0.065 per coin as of June 30, 2022; $0.067 per coin as of June 30, 2023; $0.123 per coin as of June 30, 2024; $0.170 per coin as of June 30, 2025; to $0.073 per coin as of June 30, 2026, according to Coin Market Cap.

We expect our results of operations will be affected by the DOGE price as DOGE has become our core asset as of the issuance date of this report. Any future significant reduction in the price of DOGE will likely have a material and adverse effect on our results of operations and financial condition. We cannot assure you that the DOGE price will remain high enough to sustain our operation or that the DOGE price will not decline significantly in the future. Furthermore, fluctuations in the DOGE price can have an immediate impact on the trading price of our ordinary shares even before our financial performance is affected, if at all.

Various factors, mostly beyond our control, could impact the DOGE price. DOGE was born from an internet meme, and its value is intrinsically linked to its viral nature. A trending hashtag, a viral TikTok video, or a coordinated push on Reddit can generate massive, but often short-lived, price spikes. Unlike a stock, which can be valued on revenue and profits, or even Bitcoin which is often framed as “digital gold,” DOGE lacks a clear, fundamental investment thesis. This makes its price almost purely a function of sentiment and speculation, which are inherently unstable. Unlike Bitcoin which has a fixed cap, DOGE does not have a fixed cap for supply in the whole market which suppress long-term price growth and contribute to downward pressure during bear markets. Additionally, DOGE’s price heavily correlates with Bitcoin and the overall crypto market. When Bitcoin and Ethereum rise, DOGE tends to rise even more in percentage terms. When the broader market falls, DOGE often falls harder.

Liquidity Risk

We are also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and third parties to obtain short-term funding to meet the liquidity shortage.

Inflation Risk

We are also exposed to inflation risk factors which could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of revenue if the market prices of our crypto assets do not increase with such increased costs.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. Directors and Management

The following table provides information regarding our executive officers and directors as of the date of this annual report.

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The business address of the officers and directors is 160 Robinson Road, 12F, SBF Center, Singapore 068914.

The following paragraphs set forth information regarding the current ages, positions, and business experience of the nominees.

Jinghai Jiang, Chairman of the Board, Chief Executive Officer, Chief Operating Officer, age 47

Mr. Jinghai Jiang has been our Chief Operating Officer since December 13, 2021. Mr. Jiang has been involved in blockchain technology since 2016, when he founded Haiyuan Culture Development Limited and Qisuan Technology Limited to research and apply blockchain technology. Mr. Jiang also created the online community “Big Cabbage Blockchain” and has published multiple white papers to teach blockchain technology and the cryptocurrency business. Furthermore, Mr. Jiang has invested in over ten data centers whose combined capacity totals 1030MW. Mr. Jinghai Jiang graduated with a degree in Industrial Automation from Wuxi Radio and Television University in 2000. On April 10, 2024, Jinghai Jiang, was appointed as the Chief Executive Officer and Chairman of the Board.

Xiaping Cao, Director, age 50

Dr. Xiaping Cao has years of experience in domestic and overseas teaching, research and management, and has gained a high international reputation in finance and fintech industry. Dr. Cao is a professor of Finance at Hang Seng University of Hong Kong. Previously, Dr. Cao served as Dean of Asia Private Equity College at Singapore Management University, Visiting Professor of Innovation and Entrepreneurship Center at Nanyang Technological University, Director of Massachusetts Institute of Technology REAP Guangzhou Center, President of Southern Institute of Financial Technology, committee member of Major Administrative Decision-making Advisory Committee at People’s Government of Guangdong Province, and committee member of Guangzhou Equity Exchange.

Dr. Xiaping Cao currently also serves as the associate editor of international renowned economic journal Economic Modelling and Frontier in Artificial Intelligence. Dr. Cao has been invited to serve as the featured chief editor of Pacific Basin Finance Journal, a well-known international financial Journal. Dr. Cao has published many papers as the first author in top international financial and management journals, including Journal of Financial Economics, Journal of Corporate Finance, Journal of Banking and Finance, Journal of Quantitative and Financial Analysis, and Management Science. In addition, he is working as an adviser to the Securities Investor Association, initiated by Singapore Exchange (SGX).

Dr. Cao received his PhD Degree in Finance from Boston College in 2008, under the supervision of Professor Josh Lerner from Harvard Business School, a well-known scholar in venture capital and private equity.

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Mei Ting Yeung, Director, age 39

Ms. Mei Ting Yeung has served as our independent director and the Chair of our Audit Committee since July 10, 2026. She has more than 10 years of accounting, financial reporting and corporate finance experience. Since 2021, Ms. Yeung has served as Senior Accounting Manager at Audio Video Invasion, where she oversees accounting operations for multiple business entities, including financial reporting, month-end and year-end close, payroll administration, cash flow management, budgeting, internal controls and audit support. Prior to joining SANGRIX, Ms. Yeung held progressively responsible accounting and finance positions with private companies, where she developed broad experience in financial reporting, accounting operations, regulatory compliance and corporate finance. In addition to her corporate accounting experience, Ms. Yeung previously served as an elected Treasurer and member of the board of directors of a residential community association, where she was responsible for fiduciary oversight of budgets, reserve funding, financial governance and long-term capital planning. Ms. Yeung received a Bachelor’s degree of Finance from Florida International University.

Wei Li, Director, age 42

Mr. Wei Li has served as our independent director and a member of our Audit Committee, Compensation Committee and Nominating Committee since July 10, 2026. Mr. Li has over 17 years of experience in investment banking, wealth management and capital markets. Prior to founding Crestwave Capital, Mr. Li served as Chief Executive Officer and Director of Mainnet Capital, where he was responsible for fundraising, investor relations, investment strategy, risk management and fund operations. Earlier in his career, Mr. Li held senior positions at Standard Chartered, Schroders, Barclays Capital, Credit Suisse and Bank of America Merrill Lynch. Throughout his career, he led investment banking operations, regulatory compliance initiatives, trading infrastructure development and regional transformation projects across global financial institutions. Mr. Li holds a Master’s degree of Information Technology from the University of Technology Sydney, a Master’s degree of Business Information Systems from the University of Sydney, and a Bachelor’s degree in Computer Science from Nanjing University of Posts and Telecommunications.

Ms. Mei Yeung and Mr. Siyuan Zhuang resigned as directors and from all committees of our board of directors effective July 10, 2026. Their resignations were not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.

Ms. Mei Ting Yeung is the sister of Ms. Mei Yeung, who resigned as a director of the Company effective July 10, 2026. Except as disclosed above, neither Ms. Mei Ting Yeung nor Mr. Wei Li has a family relationship with any director or executive officer of the Company. Neither of them has been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

Family Relationships

As of the date of this report, there are no family relationships among our current directors, executive officers, or persons nominated or chosen to become directors or executive officers. Ms. Mei Ting Yeung is the sister of Ms. Mei Yeung, who resigned as a director effective July 10, 2026.

6.B. Compensation

Employment Agreements with Executive Officers

Our employment agreements with our officers generally provide for employment for a specific term and pay annual salary, health insurance, pension insurance, and paid vacation and family leave time. The agreement may be terminated by either party as permitted by law. In the event of a breach or termination of the agreement by our company, we may be obligated to pay the employee twice the ordinary statutory rate. In the event of a breach or termination causing loss to our company by the employee, the employee may be required to indemnify us against loss. We have executed employment agreement with Jinghai Jiang. We have executed Director Offers with Xiaping Cao, Mei Ting Yeung, and Wei Li.

Jinghai Jiang

We entered into an employment agreement with Jinghai Jiang for the position of Chief Operating Officer. The employment agreement is effective until April 9, 2027, with an annual compensation of $50,000.

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Xiaping Cao

We entered into a Director Offer Letter, effective on March 22, 2022, with Mr. Cao pursuant to which Mr. Cao shall receive an annual compensation of $10,000.

Mei Ting Yeung

We entered into a Director Offer Letter, effective on July 10, 2026, with Ms. Mei Ting Yeung pursuant to which Ms. Yeung shall receive an annual compensation of $24,000.

Wei Li

We entered into a Director Offer Letter, effective on July 10, 2026, with Mr. Wei Li pursuant to which Mr. Li shall receive an annual compensation of $10,000.

Mei Yeung

We entered into a Director Offer Letter, effective on March 21, 2024, with Ms. Mei Yeung pursuant to which Ms. Mei Yeung shall receive an annual compensation of $24,000. On July 10, 2026, Ms. Yeung resigned as a director of the Company, and the Director Offer Letter terminated in accordance with its terms.

Siyuan Zhuang

We entered into a Director Offer Letter, effective on March 21, 2024, with Mr. Zhuang pursuant to which Mr. Zhuang shall receive an annual compensation of $10,000. On July 10, 2026, Mr. Zhuang resigned as a director of the Company, and the Director Offer Letter terminated in accordance with its terms.

Compensation of Directors and Executive Officers

For the year ended June 30, 2026, 2025 and 2024, we paid an aggregate of $50,000, $50,000 and $643,982 to our executive officers and employee directors, respectively, which is the total amount of base salary plus bonus, in cash to our executive officers and employee directors. In June 2026, we also settled $100,000 of accrued compensation relating to services rendered in fiscal years 2026 and 2025 through the issuance of Class B ordinary shares. See “Item 7.B. Related Party Transactions”. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.

Compensation Recovery Policy

On December 1, 2023, our board of directors adopted an executive compensation recovery policy (the “Compensation Recovery Policy”), providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Compensation Recovery Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act Rule 10D-1. The Compensation Recovery Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. A copy of the Compensation Recovery Policy has been incorporated by reference herewith as Exhibit 97.1.

6.C. Board Practices

Board of Directors and Board Committees

Our board of directors currently consists of four directors, three of whom are independent as such term is defined by the Nasdaq Capital Market.

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The directors will be re-elected at our annual general meeting of shareholders on an annual basis.

A director may vote in respect of any contract or transaction in which he is interested, provided, however that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.

Board Committees

We established three committees under the board of directors: an audit committee, a compensation committee and a nominating committee. We have adopted a charter for each of the three committees.

Each committee’s members and functions are described below.

Audit Committee. Our audit committee consisted of Ms. Mei Ting Yeung, Mr. Wei Li and Mr. Xiaping Cao. Ms. Mei Ting Yeung is the chairman of our audit committee. The Company believes that each of the members of the audit committee is “independent” and that Mei Ting Yeung qualifies as an “audit committee financial expert” in accordance with applicable Nasdaq Capital Market listing standards. The primary responsibility of the audit committee is to make such examinations as are necessary to monitor the corporate financial reporting and external audits of the Company and its subsidiaries; to provide to the board of directors the results of its examinations and recommendations derived therefrom; to outline to the board of directors improvements made, or to be made, in internal accounting controls; to nominate an independent auditor; and to provide to the board of directors such additional information and materials as it may deem necessary to make the board of directors aware of significant financial matters requiring the board of directors attention. In carrying out its responsibility, the audit committee will be responsible for, among other things:

Compensation Committee. Our compensation committee consists of Mr. Xiaping Cao, Mr. Wei Li and Ms. Mei Ting Yeung. Mr. Xiaping Cao is the chairman of our compensation committee. The compensation committee will assist the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our CEO may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

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Nominating Committee.  Our nominating committee consists of Ms. Mei Ting Yeung, Mr. Wei Li and Mr. Xiaping Cao. Mr. Xiaping Cao is the chairperson of our nominating committee. All members of the nominating committee are independent, as such term is defined by the Nasdaq Capital Market listing standards. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating committee will be responsible for, among other things:

Copies of our committee charters are also available on the Company’s website at http:// sangrix.ai/ and in print upon request.

Duties of Directors

Under Cayman Islands law, our directors owe to us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company may have the right to seek damages if a duty owed by our directors is breached.

Interested Transactions

A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure to the board of directors or otherwise contained in the minutes of a meeting or a written resolution of the board of directors or any committee of the board of directors that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction.

Remuneration and Borrowing

All directors hold office until the next annual meeting of shareholders at which their respective class of directors is re-elected and until their successors have been duly elected and qualified. The directors may receive such remuneration as determined by a general meeting of the Company from time to time. Each director is entitled to be repaid or prepaid all traveling, hotel and incidental expenses properly incurred in going to attending and returning from meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the business of the Company. The compensation committee will assist the directors in reviewing the compensation structure for the directors. Our board of directors may exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

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Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Each director is not subject to a term of office and holds office until such time as his successor takes office or until the earlier of his death, resignation or removal from office by ordinary resolution or the affirmative vote of a simple majority of the other directors present and voting at a board meeting. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be of unsound mind; (iii) resigns by notice in writing to our company; (iv) is prohibited by law from being a director; or (v) is removed from office pursuant to any other provisions of the Memorandum and Articles of Association.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has any been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Related Party Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

6.D. Employees

We have five employees as of the date of this annual report. The following table sets forth a breakdown of our employees by function as of the date of this annual report:

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Our employees are not represented by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes.

6.E. Share Ownership

The following table sets forth information with respect to beneficial ownership of our ordinary shares as of the date of this annual report by:

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Our company is authorized to issue 190,000,000,000 Class A Ordinary Shares of $0.0003 par value per share, and 10,000,000,000 Class B Ordinary of $0.0003 par value per share. The number and percentage of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned are based on 1,948,603 Class A Ordinary Shares and 21,043 Class B ordinary shares issued and outstanding as of the issuance date of this annual report. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our Class A Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person has voting or investment power with respect to securities. In computing the number of Class A Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Class A Ordinary Shares shown as beneficially owned by them.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

Please refer to “Item 6. Directors, Senior Management and Employees - 6.E. Share Ownership.” The company’s major shareholders do have different voting rights than the other shareholders.

7.B. Related Party Transactions

Terms of Directors and Officers

See “Item 6. Directors, Senior Management and Employees-6.C. Board Practices-Terms of Directors and Officers.”

Employment Agreements and Indemnification Agreements

See “Item 6. Directors, Senior Management and Employees-6.B. Compensation-Employment Agreements with Executive Officers.”

Other Related Party Transactions

During the years ended June 30, 2026, 2025 and 2024, other than disclosed below, we did not have any other related party transactions.

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For the years ended June 30, 2026, 2025 and 2024, we had the following related party transactions with Intellectual International Capital LLC (“IIC”). IIC was considered a related party of the Company by virtue of the involvement of the Company’s former president, Dr. Jiaming Li, who concurrently served as a senior manager of IIC and was therefore able to exercise significant influence over both entities. Following Dr. Jianming Li’s resignation in November 2023, transactions and balances between the Group and IIC up to November 2023 were regarded as related-party transactions.

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On June 11, 2026, we entered into a debt settlement and mutual release agreement with Mr. Jinghai Jiang, our Chief Executive Officer, Chief Operating Officer and Chairman of the Board, pursuant to which we agreed to issue 56,180 Class B Ordinary Shares to Mr. Jiang in full settlement of $100,000 in accrued and unpaid compensation owed to him for the fiscal years 2025 and 2026 under his employment agreement. The shares were valued at $1.78 per share, the closing price of our Class A Ordinary Shares on the trading day immediately preceding the date of the agreement. Upon the issuance of the shares, the debt was deemed cancelled and paid in full, and the parties agreed to a mutual release of all claims related thereto.

7.C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial Information

Please refer to “Item 18. Financial Statements.”

Legal and Administrative Proceedings

Please refer to “Item 4. Information on the Company - Legal Proceedings.”

Dividend Policy

We have never declared or paid any cash dividends on our Class A Ordinary Shares. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the board of directors may deem relevant.

Under our memorandum and articles of association and the Cayman Islands Companies Act, we may only pay dividends (A) out of profits, (B) out of our share premium account, provided that we are able to pay our debts as they fall due in the ordinary course of business immediately after the dividend payment. The Company may by ordinary resolution or by resolution of the directors declare dividends, but no dividend shall exceed the amount recommended by the directors.

8.B. Significant Changes

Since June 30, 2026, the date of our audited consolidated financial statements, the following significant changes have occurred:

On July 10, 2026, Ms. Mei Yeung and Mr. Siyuan Zhuang resigned as directors and from all committees of our board of directors. Ms. Mei Ting Yeung and Mr. Wei Li were appointed as directors and members of the board committees effective the same date.

On August 21, 2026, we effected a 1-for-5 reverse split of our Class A and Class B ordinary shares.

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We changed our name from Bit Origin Ltd to SANGRIX INC. Our Class A ordinary shares began trading on Nasdaq under the symbol “SGRX” on September 4, 2026.

On September 7, 2026, we sold 3,000,000 Dogecoin for approximately US$267,665 in gross proceeds.

ITEM 9. THE OFFER AND LISTING

9.A. Offer and listing details

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “SGRX.”

9.B. Plan of distribution

Not applicable for annual reports on Form 20-F.

9.C. Markets

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “SGRX.”

9.D. Selling shareholders

Not applicable for annual reports on Form 20-F.

9.E. Dilution

Not applicable for annual reports on Form 20-F.

9.F. Expenses of the issue

Not applicable for annual reports on Form 20-F.

ITEM 10. ADDITIONAL INFORMATION

10.A. Share capital

As of the issuance date of this annual report, the Company is authorized to issue 190,000,000,000 Class A Ordinary Shares of $0.0003 par value per share, and 10,000,000,000 Class B Ordinary of $0.0003 par value per share, and has 1,948,603 Class A Ordinary Shares and 21,043 Class B ordinary shares issued and outstanding, excluding such number of Class A Ordinary Shares issuable upon the exercise or conversion of the securities described below:

July 2025 Convertible Notes Offering

On July 13, 2025, the Company entered into a securities purchase agreement with the buyers mentioned in the schedule thereto, pursuant to which the Company agreed to sell up to (i) an aggregate principal amount of $100,000,000 in Senior Secured Convertible Notes, convertible into Class A Ordinary Shares of the Company. The securities purchase agreement contains representations and warranties of the Company and the buyers which are typical for transactions of this type. In addition, the securities purchase agreement contains customary covenants on the Company’s part that are typical for transactions of this type, as well as the following additional covenants.

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The securities purchase agreement also obligates the Company to indemnify the buyers for certain losses including those resulting from (i) any misrepresentation or breach of any representation or warranty made by the Company or any subsidiary in any of the Transaction Documents (as defined in the securities purchase agreement), (ii) any breach of any covenant, agreement or obligation of the Company or any subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any subsidiary) or which otherwise involves such indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the securities, (C) any disclosure properly made by such buyer, or (D) the status of such buyer or holder of the securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to securities purchase agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief).

In connection with this offering, the Company also entered into the following agreements: (i) registration rights agreement, (ii) guaranty, and (iii) security and pledge agreement. The securities purchase agreement contains customary representations, warranties, and covenants of the Company and the buyers.

Pursuant to the securities purchase agreement, the Company has issued (i) a Series A-1 Senior Secured Convertible Note (the “Series A-1 Senior Secured Convertible Note”) in the principal amount of Ten Million Dollars ($10,000,000) maturing on July 16, 2029, with a current conversion price of $1.63, subject to adjustment as provided therein; and (ii) a Series B-1 Senior Secured Convertible Note (the “Series B-1 Senior Secured Convertible Note”, collectively with the Series A-1 Senior Secured Convertible Note, the “July 2025 Notes”) in the principal amount of Five Million Dollars ($5,000,000) maturing on July 16, 2029, with a current conversion price of $1.63, subject to adjustment as provided therein.

The Series A-1 Senior Secured Convertible Note and the Series B-1 Senior Secured Convertible Note were issued on July 16, 2025, subject to the satisfaction of customary closing conditions.

Pursuant to the securities purchase agreement, on July 31, 2025 at the first Additional Closing, the Company issued a Series C-1 Senior Secured Convertible Note (the “Series C-1 Senior Secured Convertible Note”, and together with the Series A-1 Senior Secured Convertible Note and Series B-1 Senior Secured Convertible Note, the “July 2025 Notes ”) in the principal amount of One Million Three Hundred Thirty Eight Thousand Five Hundred and Six Dollars ($1,338,506) maturing on July 31, 2029, with a current conversion price of $1.63, subject to adjustment as provided therein.

The July 2025 Notes are senior secured obligations of the Company and are secured by all personal property and assets of the Company, pursuant to a security agreement.

The July 2025 Notes also contain certain negative covenants, including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions on the transfer of assets and changes in the nature of business. The July 2025 Notes also contain standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the July 2025 Notes, existence of a default or event of default under any of the Transaction Documents (as defined in the July 2025 Notes), the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgments against the Company.

Additionally, on July 16, 2025, pursuant to the July 2025 Notes, the Company entered into a security and pledge agreement by and between the Company and the lead buyer, in its capacity as collateral agent, pursuant to which the Company granted to the lead buyer, for the ratable benefit of the lead buyer and the other buyers, a valid, perfected and enforceable security interest in all personal property and assets of the Company and its subsidiaries, which assets include substantially all of the assets of the Company’s in certain of the Company’s subsidiaries.

On July 16, 2025, the Company also entered into a registration rights agreement with the buyers, which provides, subject to certain limitations, the buyer with certain registration rights for the ordinary shares issuable upon conversion of the July 2025 Notes. The registration rights agreement requires the Company to prepare and file a registration statement with the SEC within 45 days after the issuance of the July 2025 Notes to register the resale of the shares underlying the July 2025 Notes and cause such registration statement to be effective within 150 days after the issuance of the July 2025 Notes. In the event that the Company fails to file the registration statement by the prescribed deadline or such registration statement is not declared effective by the prescribed deadline or the Company fails to maintain the effectiveness of such registration statement, then the Company shall pay to each holder of registrable securities relating to such registration statement an amount in cash equal to two percent (2%) of such investor’s original principal amount stated in such investor’s July 2025 Note on July 16, 2025.

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On July 16, 2025, all of the Company’s subsidiaries entered into a subsidiary guaranty, pursuant to which the Company’s subsidiaries agreed to guaranty the Company’s obligations under the securities purchase agreement, the July 2025 Notes, and other transaction documents.

Entry into this offering, and the related agreements and documents, was approved by the Company’s board of directors on July 13, 2025.

The Convertible Notes and Class A Ordinary Shares issuable upon conversion and exercise of the July 2025 Notes have not been registered under the Securities Act and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Each Buyer acquired the securities for investment and acknowledged that it is an accredited investor as defined by Rule 501 under the Securities Act. The Convertible Notes and Common Shares may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

July 2025 Equity Purchase Facility Agreement

On July 13, 2025, the Company also entered into the equity purchase facility agreement (the “EPFA”) with an unrelated third-party accredited investor (the “Investor”), pursuant to which the Investor committed to purchase, subject to certain conditions and limitations, up to $400,000,000 (the “Commitment Amount”) in newly issued ordinary shares (collectively, the “Advance Shares”). The EPFA will terminate automatically on the earlier of August 1, 2028 or the date on which the Investor has paid the full Commitment Amount for Advance Shares under the EPFA, and may be terminated by the Company upon five Trading Days’ (as defined in the EPFA) prior written notice to the Investor.

Upon the terms and subject to the conditions of the EPFA, at any time until the EPFA is terminated, the Company, in its sole discretion, has the right, but not the obligation, to issue and sell to the Investor, and the Investor must subscribe for and purchase from the Company, Advance Shares by the delivery to the Investor of Advance Notices (as defined below), on the following terms:

“Maximum Advance Amount” means the Accelerated Purchase Maximum Advance Amount, Regular Purchase Maximum Advance Amount or Extended Purchase Maximum Advance Amount, as applicable, provided, however, the Maximum Advance Amount shall not exceed the limitations set forth in the EPFA:

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The price per Advance Share will be obtained as follows:

Pursuant to the terms of the EPFA, if required by the applicable rules of the Principal Market, the Company is required to hold a special meeting of shareholders (the “Shareholder Meeting”), no later than sixty (60) calendar days following the date such approval is required by the applicable rules of the Principal Market, to seek approval of the issuance of Advance Shares under the EPFA equal to and in excess of 20% of the total outstanding Common Shares (such approval, the “Shareholder Approval”). Until Shareholder Approval is obtained, the total cumulative number of Common Shares that may be issued to the Investor will be limited to 19.99% of the number of Common Shares issued and outstanding as of July 13, 2025 (the “Exchange Cap”) pursuant to the requirements of the Nasdaq Stock Market LLC or other applicable rules of the Principal Market. The Exchange Cap will be calculated based on the number of Common Shares issued and outstanding as of July 13, 2025, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by such agreement under the applicable rules of the Principal Market.

The EPFA contains customary representations, warranties, agreements and conditions, indemnification rights and obligations of the parties. Among other things, the Investor represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).

The offers and sales of the Shares issuable under the EPFA will be made in a private placement in reliance on an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. The Company plans to file with the SEC a registration statement relating to the resale of the Advance Shares issuable under the EPFA. The Company cannot draw on the EPFA, and the Advance Shares may not be sold nor may offers to buy be accepted, prior to the time that the registration statement covering the resale of the Advance Shares is declared effective by the SEC.

On July 13, 2025, the Company also entered into a registration rights agreement with the Investor with respect to the resale of the Advance Shares issuable pursuant to the EPFA (the “EPFA Registration Rights Agreement”).

If the registration statement covering the Registrable Securities (as defined in the EPFA Registration Rights Agreement) is not filed or declared effective by certain days set forth in the EPFA Registration Rights Agreement (among other things, the “Event Date”), on each such Event Date and on each monthly anniversary of such Event Date thereafter (if not cured by such date) or any pro rata portion thereof, until the applicable Event Date is cured or sixty (60) calendar days after the applicable Event Date, whichever comes first, the Company shall pay to the Investor an amount in cash, as partial liquidated damages, equal to the product of one percent (1.0%) multiplied by the total purchase price of each outstanding Advance Notice (other than the purchase price for any Advance Shares purchased by the Investor prior to the occurrence of the Event); provided, that the maximum aggregate amount payable thereunder shall not exceed 3% of such amount.

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Commencing on the 30th calendar day following July 13, 2025, if at any time there is not an effective registration statement covering the Registrable Securities, and the Company proposes to register the offer and sale of any Common Shares under the Securities Act(other than a registration (i) pursuant to a registration statement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of Registrable Securities, the Company shall give prompt written notice (in any event no later than five days prior to the filing of such registration statement) to the holders of Registrable Securities of its intention to effect such a registration and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities; provided that, the Company shall not be required to register any Registrable Securities that have been sold or may be sold without any restrictions pursuant to Rule 144 under the Securities Act, as determined by the counsel to the Company.

August 2025 Securities Purchase Agreements

On August 6, 2025, the Company entered into the securities purchase agreements with certain investors relating to the issuance and sale of 20,000,000 Class A Ordinary Shares (or 66,668 Class A Ordinary Shares after giving effect to the 1-for-60 reverse share split in January 2026 and the 1-for-5 reverse share split in August 2026) (the “Purchased Shares) for a total purchase price of $6,000,000. The purchasers had elected to pay the purchase price in Dogecoin (“DOGE”), and the amount of DOGE to be paid shall equal (a) the purchase price, divided by (b) the spot exchange rate for DOGE as published by Coinbase.com at 5:56 a.m. (New York City time) on August 6, 2025 (the “DOGE Amount”).

The Company received 30 million DOGE and issued the Purchased Shares on August 11, 2025. The Purchased Shares were issued in a private placement exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.

If during the three (3) month period following the Closing Date, the Company effects any share split, share dividend, share combination, recapitalization, or similar transaction involving the Company’s Class A Ordinary Shares (each, a “Share Combination Event”), and the average Volume-Weighted Average Price (the “VWAP”) of the Class A Ordinary Shares for the five (5) lowest trading days during the fifteen (15) consecutive trading days following the Share Combination Event Date (the “Event Market Price”) is less than the product of (i) $0.30 multiplied by (ii) a fraction of which the numerator shall be the total number of Class A Ordinary Shares outstanding immediately before the Share Combination Event and of which the denominator shall be the total number of Class A Ordinary Shares outstanding immediately after such event (the “Adjusted Purchase Price”), the Company shall issue to the Purchasers warrants (the “Warrants”), to purchase a number of Class A Ordinary Shares equal to (a) the number of Purchased Shares, multiplied by (b) a fraction, the numerator of which is the total number of Class A Ordinary Shares outstanding immediately after the Share Combination Event and the denominator of which is the total number of Class A Ordinary Shares outstanding immediately before such event. The exercise price of the Warrants shall be equal to the greater of (i) the Event Market Price or (ii) the product of (x) $0.24, multiplied by (y) a fraction, the numerator of which is the total number of Class A Ordinary Shares outstanding immediately before the Share Combination Event and the denominator of which is the total number of Class A Ordinary Shares outstanding immediately after such event. The Company shall not be obligated to issue any Warrants if the Event Market Price is equal to or greater than the Adjusted Purchase Price. The Warrants can only be exercised for cash and are non-transferable. The Purchasers shall not sell, assign, transfer, pledge, encumber or otherwise dispose of the Warrants or any rights hereunder to any third party without the prior written consent of the Company, which may be granted or withheld in the sole discretion of the Company.

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If any Purchaser does not sell or exercise, as applicable, all of the Purchased Shares and Warrants within twelve (12) months following the Closing Date, such Purchaser may elect to redeem a portion of the original DOGE Amount (the “Redemption Option”) by providing written notice to the Company within fifteen (15) Business Days after such anniversary. The redeemable amount of DOGE shall be calculated based on the ratio of unsold Class A Ordinary Shares and unexercised Warrants to the total Purchased Shares and Warrants, using the formula: Redeemable DOGE = DOGE Amount × (the unsold Purchased Shares + unexercised Warrants) / (Purchased Shares + Total Warrants). However, the Redemption Option is not available if, on the 12-month anniversary (or if such a day is not a trading day, the trading day immediately following such day), the Company’s closing bid price equals or exceeds 175% of the higher of (i) the Event Market Price or (ii) the product of $0.24 multiplied by a fraction, the numerator of which is the total number of Class A Ordinary Shares outstanding immediately before the Share Combination Event and the denominator of which is the total number of Class A Ordinary Shares outstanding immediately after such event. The Purchasers must also provide brokerage or custodial account statements verifying its holdings and dispositions of the originally issued Purchased Shares (excluding any market purchases) within fifteen (15) business days after the 12-month anniversary. The Purchasers shall surrender for cancellation, and the Company shall cause the cancellation of, the unsold Purchased Shares and the unexercised Warrants to be canceled upon exercise of the Redemption Option.

In connection with the Offering, certain shareholders of the Company provided a waiver to the Company with respect to (i) entering into the securities purchase agreement and (ii) registration of the Purchased Shares and shares underlying the Warrants.

On August 20, 2026, all of the investors delivered written notices to the Company exercising this right to redeem an aggregate of 66,668 Class A Ordinary Shares, representing all of such investors’ respective unsold Class A Ordinary Shares, in exchange for the return from the Company of an aggregate of 30 million DOGE to the investors, representing 100% of the DOGE originally paid by such investors. The Shares will be cancelled and returned to the Company’s authorized but unissued share capital.

April 2026 Securities Purchase Agreement

On April 16, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to sell up to an aggregate principal amount of $5,000,000 in senior convertible notes, convertible into Class A Ordinary Shares. At the initial closing on April 16, 2026, we issued a senior convertible note in the principal amount of $500,000, maturing on April 16, 2030, with a current conversion price of $1.63 per share. The note contains certain negative covenants, including prohibitions on the incurrence of indebtedness and liens, restrictions on redemptions and cash dividends, restrictions on the transfer of assets and changes in the nature of our business, as well as standard and customary events of default. The note and the Class A Ordinary Shares issuable upon conversion thereof were issued in a private placement in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. We intend to use the net proceeds for working capital and general corporate purposes.

June 2026 Securities Purchase Agreements

On June 28, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to sell up to an aggregate principal amount of $10,000,000 in senior convertible notes, convertible into Class A Ordinary Shares. At the initial closing on June 29, 2026, we issued a senior convertible note in the principal amount of $2,000,000, maturing on June 29, 2030, with a current conversion price of $1.63 per share. The note contains negative covenants and events of default including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions on the transfer of assets and changes in the nature of business. The note also contains standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the note, existence of a default or event of default under any of the transaction documents, the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgments against the Company. The note and the Class A Ordinary Shares issuable upon conversion thereof were issued in a private placement in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and no registration rights were granted in connection with the offering. We intend to use the net proceeds for working capital and general corporate purposes.

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June 2026 Asset Purchase Agreement

On June 28, 2026, we entered into an asset purchase agreement with PT Mitra Manunggal Sangkara, pursuant to which we agreed to acquire certain AI computing assets and related contractual rights, including (i) sixteen NVIDIA Blackwell B300 AI servers, including servers in transit and rights to receive delivery thereof, (ii) related customer service agreements, (iii) hosting and colocation agreements, and (iv) related rights and interests, subject to the terms and conditions set forth in the asset purchase agreement, for consideration consisting of (i) $1,000,000 in cash and (ii) a pre-funded warrant to purchase 6,457,863 (or 1,291,573 after giving effect to the 1-for-5 reverse share split in August 2026) Class A Ordinary Shares with an aggregate value of $10,000,000. The pre-funded warrant is exercisable at an exercise price of US$0.0003 per share, provides for cashless exercise and includes a beneficial ownership limitation of 4.99%, which the holder may increase or decrease upon 61 days’ prior written notice, provided that the limitation may not exceed 9.99%. The pre-funded warrant and the Class A Ordinary Shares issuable upon exercise thereof were issued in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act. See “Item 4. Information on the Company—4.B. Business Overview —Acquisition of NVIDIA Blackwell B300 AI Servers” for additional information regarding this transaction.

10.B. Memorandum and articles of association

The following are summaries of the material provisions of our eighth amended and restated memorandum and articles of association (adopted by special resolution passed on August 11, 2026) and the Cayman Islands Companies Act, insofar as they relate to the material terms of our Class A Ordinary Shares. Copies of our memorandum and articles of association are filed as exhibits to this annual report. As a convenience to potential investors, we provide the below description of Cayman Islands law and our Articles of Association.

General

Each Class A Ordinary Share in the Company confers upon the shareholder:

Each Class B Ordinary Share in the Company confers upon the shareholder:

All of our issued Class A and Class B Ordinary Shares are fully paid and non-assessable. Certificates representing the shares are issued in registered form.

Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis at the option of the holder. The conversion ratio is subject to adjustment to reflect any share split, subdivision, consolidation, capitalization, reclassification, recapitalization, or similar event that affects either class of shares. Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

Voting Together as a Single Class. Except as otherwise provided by law or our Articles, holders of Class A and Class B Ordinary Shares vote together as a single class on all matters submitted to a shareholder vote.

Except as described above, the Class A Ordinary Shares and Class B Ordinary Shares rank pari passu and have the same rights, preferences, privileges and restrictions.

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Listing

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “SGRX.” The Class B Ordinary Shares are not listed or traded on any exchange.

Transfer Agent and Registrar

The transfer agent and registrar for the Class A Ordinary Shares and Class A Ordinary Shares is Securities Transfer Corporation.

Dividends and Distributions

The holders of our Class A Ordinary Shares are entitled to such dividends or other distributions as may be recommended by the board and authorized by shareholders subject to the Cayman Islands Companies Act and our memorandum and articles of association. Holders of Class B Ordinary Shares do not have dividend rights. Holders of Class A Ordinary Shares and Class B Ordinary Shares are entitled to the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

Shareholders’ voting rights

Any action required or permitted to be taken by shareholders must be taken at a duly called annual or special meeting of shareholders entitled to vote on such action and may be effected by a resolution of shareholders consented to in writing. At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a corporation, by its duly authorized representative) will have one vote per Class A Ordinary Share and twenty votes per Class B Ordinary Share held.

Ordinary resolution requires to be passed by a simple majority of the votes of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting, or a written resolution signed by all shareholders entitled to vote at a general meeting.

Special resolution requires to be passed by a majority of at least two-thirds of the votes of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a written resolution signed by all shareholders entitled to vote at a general meeting and otherwise in accordance with our memorandum and articles of association and the Cayman Islands Companies Act.

Election of directors

Delaware law permits cumulative voting for the election of directors only if expressly authorized in the certificate of incorporation. The laws of Cayman Islands, however, do not specifically prohibit or restrict the creation of cumulative voting rights for the election of our directors. Cumulative voting is not a concept that is accepted as a common practice in Cayman Islands, and we have made no provisions in our memorandum and articles of association to allow cumulative voting for elections of directors.

The Company may by ordinary resolution or by resolution of the directors at any time, and from time to time, appoint a person as an additional director or persons as additional directors. The Company may by ordinary resolution or by resolution of the directors remove a director before the expiration of his period of office, and may by ordinary resolution or by resolution of the directors appoint another person in his stead.

Our memorandum and articles of association provides that the remuneration of the directors shall from time to time be determined by the Company in general meeting or by resolution of the directors or any committee of the directors. The directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the directors, or any committee of the directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the directors from time to time, or a combination partly of one such method and partly the other.

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Meetings of shareholders

Any of our directors may convene a meeting of shareholders whenever they think fit. We must provide at least seven days’ written notice (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which the notice is given) of all meetings of shareholders, stating the time, place of the general meeting and, in the case of special business, the general nature of that business to shareholders whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the meeting. Our board of directors must convene a general meeting upon the written request of one or more shareholders holding at least 10% of our shares.

No business may be transacted at any general meeting unless a quorum is present at the time the meeting proceeds to business. One or more shareholders holding in the aggregate not less than one-third of the total voting rights of all of the issued shares of the Company entitled to vote present in person or by proxy and entitled to vote shall be a quorum. If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place and if, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may transact the business for which the meeting was called. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders.

A corporation that is a shareholder shall be deemed for the purpose of our articles of association to be present at a general meeting in person if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting, by a resolution of the directors or by one or more shareholders present in person or by a proxy who together hold not less than fifteen per cent of the paid up capital of the Company entitled to vote, and, unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

Meeting of directors

The management of our company is entrusted to our board of directors, who will make decisions by voting on resolutions of directors. Our directors are free to meet at such times and in such manner and places within or outside Cayman Islands as the directors determine to be necessary or desirable. A director must be given not less than 5 days’ notice of a meeting of directors. At any meeting of directors, a quorum will be present if at least two directors are present. If there is a sole director, that director shall be a quorum. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by a majority of the directors.

Protection of minority shareholders

We would normally expect Cayman Islands courts to follow English case law precedents, which would permit a minority shareholder to commence a representative action, or derivative actions in our name, to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes a fraud against the minority by parties in control of us, (3) the act complained of constitutes an infringement of individual rights of minority shareholders (such as the right to vote and pre-emptive rights), and (4) an irregularity in the passing of a resolution which requires a special or extraordinary majority of the shareholders.

Pre-emptive rights

There are no pre-emptive rights applicable to the issue by us of new shares under either Cayman Islands law or our memorandum and articles of association.

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Transfer of Class A Ordinary Shares and Class B Ordinary Shares

Subject to the restrictions in our memorandum and articles of association and applicable securities laws, any of our shareholders may transfer all or any of his or her Class A Ordinary Shares and Class B Ordinary Shares by written instrument of transfer signed by the transferor and containing the name of the transferee. Our board of directors may resolve by resolution to refuse or delay the registration of the transfer of any Class A Ordinary Shares and Class B Ordinary Shares without giving any reason.

Winding Up

If we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay the whole of the paid up capital at the commencement of the winding up, the excess shall be distributable pari passu among those shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them, respectively. If we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the paid up capital, those assets shall be distributed so that, to the greatest extent possible, the losses shall be borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them, respectively. If we are wound up, the liquidator may with the sanction of a special resolution and any other sanction required by the Cayman Islands Companies Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether they shall consist of property of the same kind or not), and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.

The liquidator may also vest the whole or any part of these assets in trusts for the benefit of the shareholders as the liquidator shall think fit, but so that no shareholder will be compelled to accept any assets, shares or other securities upon which there is a liability.

Calls on and forfeiture of Class A Ordinary Shares and Class B Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Class A Ordinary Shares and Class B Ordinary Shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The Class A Ordinary Shares and Class B Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

Repurchase of Class A Ordinary Shares and Class B Ordinary Shares

We are empowered by the Cayman Islands Companies Act to purchase our own shares, subject to certain restrictions and requirements. Our directors may only exercise this power on our behalf, subject to the Cayman Islands Companies Act, our memorandum and articles of association and to any applicable requirements imposed from time to time by the Nasdaq, the SEC, or by any other recognized stock exchange on which our securities are listed. Under the Cayman Islands Companies Act, the repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such repurchase, or out of capital (including share premium account and capital redemption reserve). If the repurchase proceeds are paid out of our company’s capital, our company must, immediately following such payment, be able to pay its debts as they fall due in the ordinary course of business. In addition, under the Cayman Islands Companies Act no such share may be repurchased (1) unless it is fully paid up, (2) if such repurchase would result in there being no shares outstanding, or (3) if the company is being wound up and: (a) the terms of the repurchase provided for it to take place after the commencement of the winding up; or (b) during the period beginning on the date when the repurchase was to have taken place and ending with the commencement of the shares were to have been repurchased. In addition, under the Cayman Islands Companies Act, our company may accept the surrender of any fully paid share for no consideration unless, as a result of the surrender, the surrender would result in there being no shares outstanding (other than shares held as treasury shares).

Subject to the provisions of the Cayman Islands Companies Act and our memorandum and articles of association, the Company may purchase its own Shares, including any redeemable shares, provided that the manner of purchase has first been authorized by ordinary resolution or by resolution of the directors and may make payment therefor or for any redemption of shares in any manner authorized by the Cayman Islands Companies Act, including out of capital.

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Modifications of rights

All or any of the special rights attached to any class of our shares may (unless otherwise provided by the terms of issue of the shares of that class) be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by not less than three-fourths of such shareholders of that class as may be present in person or by proxy at a separate general meeting of the holders of shares of that class.

Changes in the number of shares we are authorized to issue and those in issue

We may from time to time by resolution of shareholders in the requisite majorities:

Inspection of books and records

Holders of our Class A Ordinary Shares and Class B Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

Rights of non-resident or foreign shareholders

There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Issuance of additional Class A Ordinary Shares and Class B Ordinary Shares

Our memorandum and articles of association authorizes our board of directors to issue additional Class A Ordinary Shares and Class B Ordinary Shares from authorized but unissued shares, to the extent available, from time to time as our board of directors shall determine.

10.C. Material contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company,” “10.A. Share capital” above or elsewhere in this annual report.

10.D. Exchange controls

The Cayman Islands and the United States currently have no exchange control regulations or currency restrictions.

10.E. Taxation

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

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Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.

No stamp duty is payable in respect of the issue of the shares or on an instrument of transfer in respect of a share.

United States Federal Income Tax Considerations

The following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of our Class A Ordinary Shares by a U.S. holder (as defined below) that holds our Class A Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations and may be changed, possibly with retroactive effect. No ruling has been sought from the IRS with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (for example, banks or other financial institutions, insurance companies, broker-dealers, pension plans, cooperatives, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)), holders who are not U.S. holders, holders who own (directly, indirectly, or constructively) 10% or more of our voting shares, holders who will hold their Class A Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, or investors that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States, alternative minimum tax, state, or local tax considerations, or the Medicare tax on net investment income. Each U.S. holder is urged to consult its tax advisors regarding the United States federal, state, local, and non-United States income and other tax considerations with respect to the ownership and disposition of our Class A Ordinary Shares.

General

For purposes of this discussion, a “U.S. holder” is a beneficial owner of our Class A Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under applicable United States Treasury regulations.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Class A Ordinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment in our Class A Ordinary Shares.

Passive Foreign Investment Company Considerations

A non-United States corporation, such as our company, will be a “passive foreign investment company,” or “PFIC,” for United States federal income tax purposes, if, in any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the average quarterly value of its assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset and the company’s unbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.

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Although we do not believe that we were a PFIC for the taxable year ended June 30, 2026, 2025 and 2024 and do not anticipate becoming a PFIC in the foreseeable future, the determination of whether we are or will become a PFIC will depend in part upon the value of our goodwill and other unbooked intangibles (which will depend upon the market value of our Class A Ordinary Shares from time-to-time, which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization. Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years. It is also possible that the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for the current or one or more future taxable years.

The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. Because our PFIC status for any taxable year is a factual determination that can be made only after the close of a taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we are a PFIC for any year during which a U.S. holder held our Class A Ordinary Shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. holder held our Class A Ordinary Shares.

The discussion below under “Dividends” and “Sale or Other Disposition of Class A Ordinary Shares” is written on the basis that we will not be or become a PFIC for United States federal income tax purposes. The United States federal income tax rules that apply if we are a PFIC for the current taxable year or any subsequent taxable year are generally discussed below under “Passive Foreign Investment Company Rules.”

Dividends

Subject to the PFIC rules discussed below, any cash distributions (including the amount of any tax withheld) paid on our Class A Ordinary Shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. holder as dividend income on the day actually or constructively received by the U.S. holder. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be reported as a “dividend” for United States federal income tax purposes. A non-corporate recipient of dividend income will generally be subject to tax on dividend income from a “qualified foreign corporation” at a reduced United States federal tax rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements are met.

A non-United States corporation (other than a corporation that is a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (b) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the United States. In the event we are deemed to be a resident enterprise under the PRC Enterprise Income Tax Law, we may be eligible for the benefits of the United States-PRC income tax treaty (which the U.S. Treasury Department has determined is satisfactory for this purpose) and in that case we would be treated as a qualified foreign corporation with respect to dividends paid on our Class A Ordinary Shares. Each non-corporate U.S. holder is advised to consult its tax advisors regarding the availability of the reduced tax rate applicable to qualified dividend income for any dividends we pay with respect to our Class A Ordinary Shares. Dividends received on the Class A Ordinary Shares will not be eligible for the dividends received deduction allowed to corporations.

Dividends will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. In the event that we are deemed to be a PRC “resident enterprise” under the Enterprise Income Tax Law, a U.S. holder may be subject to PRC withholding taxes on dividends paid on our Class A Ordinary Shares. In that case, a U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on Class A Ordinary Shares. A U.S. holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

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Sale or Other Disposition of Class A Ordinary Shares

Subject to the PFIC rules discussed below, a U.S. holder will generally recognize capital gain or loss upon the sale or other disposition of Class A Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. holder’s adjusted tax basis in such Class A Ordinary Shares. Any capital gain or loss will be long-term if the Class A Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gain of non-corporate U.S. holders is generally eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. In the event that we are treated as a PRC “resident enterprise” under the Enterprise Income Tax Law and gain from the disposition of the Class A Ordinary Shares is subject to tax in the PRC, a U.S. holder that is eligible for the benefits of the income tax treaty between the United States and the PRC may elect to treat the gain as PRC source income. U.S. holders are advised to consult its tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our Class A Ordinary Shares including the availability of the foreign tax credit under their particular circumstances and the election to treat any gain as PRC source.

Passive Foreign Investment Company Rules

If we are a PFIC for any taxable year during which a U.S. holder holds our Class A Ordinary Shares, and unless the U.S. holder makes a mark-to-market election (as described below), the U.S. holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, for subsequent taxable years, on (i) any excess distribution that we make to the U.S. holder (which generally means any distribution paid during a taxable year to a U.S. holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. holder’s holding period for the Class A Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Class A Ordinary Shares. Under the PFIC rules:

If we are a PFIC for any taxable year during which a U.S. holder holds our Class A Ordinary Shares and any of our non-United States subsidiaries is also a PFIC, such U.S. holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

As an alternative to the foregoing rules, a U.S. holder of “marketable stock” in a PFIC may make a mark-to-market election. Since our Class A Ordinary Shares are listed on the Nasdaq, a U.S. holder holds Class A Ordinary Shares will be eligible to make a mark-to-market election if we are or were to become a PFIC. If a mark-to-market election is made, the U.S. holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Class A Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Class A Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Class A Ordinary Shares over the fair market value of such Class A Ordinary Shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. holder’s adjusted tax basis in the Class A Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the Class A Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If a U.S. holder makes a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the Class A Ordinary Shares are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election.

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If a U.S. holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.

Because a mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. holder who makes a mark-to-market election with respect to our Class A Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. holder’s indirect interest in any of our non-United States subsidiaries if any of them is a PFIC.

We do not intend to provide information necessary for U.S. holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

As discussed above under “Dividends,” dividends that we pay on our Class A Ordinary Shares will not be eligible for the reduced tax rate that applies to qualified dividend income if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. In addition, if a U.S. holder owns our Class A Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. holder is advised to consult its tax advisors regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.

Information Reporting

Certain U.S. holders may be required to report information to the IRS relating to an interest in “specified foreign financial assets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds US$50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. holder is required to submit such information to the IRS and fails to do so.

In addition, U.S. holders may be subject to information reporting to the IRS with respect to dividends on and proceeds from the sale or other disposition of our Class A Ordinary Shares. Each U.S. holder is advised to consult with its tax advisor regarding the application of the United States information reporting rules to their particular circumstances.

10.F. Dividends and paying agents

Not applicable for annual reports on Form 20-F.

10.G. Statement by experts

Not applicable for annual reports on Form 20-F.

10.H. Documents on display

We are subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.

10.I. Subsidiary Information

Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Item 5. Operating and Financial Review and Prospects - Quantitative and Qualitative Disclosures about Market Risk”

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A. Debt Securities

Not applicable.

12.B. Warrants and Rights

Not applicable.

12.C. Other Securities

Not applicable.

12.D. American Depositary Shares

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

We do not have any material defaults in the payment of principal, interest, or any installments under a sinking or purchase fund.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS

14.A. - 14.D. Material Modifications to the Rights of Security Holders

On March 14, 2025, as approved and authorized by a majority of the shareholders of the Company at an annual meeting of shareholders held on March 14, 2025, the Company adopted a dual-class share capital structure, pursuant to which (i) all of the issued and outstanding ordinary shares were re-designated as Class A Ordinary Shares, each having one (1) vote per share and the other rights attached to it as set out in the Company’s amended and restated memorandum and articles of association on a one for one basis, (ii) 25,000,000 then authorized but unissued ordinary shares re-designated as 25,000,000 Class B Ordinary Shares, each having twenty (20) votes per share and the other rights attached to it as set out in the Company’s amended and restated memorandum and articles of association on a one for one basis, and (iii) the remaining authorized but unissued ordinary shares re-designated as authorized but unissued Class A Ordinary Shares on a one for one basis. Additionally, 768,000 ordinary shares held by Mr. Jinghai Jiang as of March 14, 2025 were re-designated as 768,000 Class A Ordinary Shares and were repurchased and issued as 768,000 Class B Ordinary Shares.

14.E. Use of Proceeds

Securities Purchase Agreement dated April 16, 2026

On April 16, 2026, we issued a senior convertible note in the principal amount of $500,000, convertible into Class A Ordinary Shares at a current conversion price of $1.63 per share, pursuant to a securities purchase agreement dated April 16, 2026 with an institutional investor providing for the sale of up to $5,000,000 in aggregate principal amount of senior convertible notes. We used the net proceeds for working capital and general corporate purposes.

Securities Purchase Agreement dated June 28, 2026

On June 29, 2026, we completed the initial closing under a securities purchase agreement dated June 28, 2026 with an institutional investor providing for the sale of up to $10,000,000 in aggregate principal amount of senior convertible notes, and issued a senior convertible note in the principal amount of $2,000,000, convertible into Class A Ordinary Shares at a current conversion price of $1.63 per share. We used the net proceeds for working capital and general corporate purposes.

ITEM 15. CONTROLS AND PROCEDURES

As of June 30, 2026, the end of the fiscal year covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures. Based on the evaluation, our Chief Executive Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Management evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 using the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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In connection with the preparation of the financial statement for the Company’s Annual Report on Form 20-F for the year ended June 30, 2026, our management evaluated the effectiveness of our internal control over financial reporting as of June 30, 2026 and as a result of the material weakness described below, management concluded they were not effective. Management identified one material weakness arising from two related deficiencies: (i) insufficient resources with the necessary U.S. GAAP and SEC reporting expertise, and (ii) ineffective review controls over complex and non-routine transactions and related financial reporting. These deficiencies resulted in errors in the unaudited interim financial statements for the six months ended December 31, 2025 relating to the classification of redeemable Class A Ordinary Shares, the presentation of interest expense associated with convertible debentures measured under the fair value option, and the measurement of deemed dividends. The Company subsequently restated the affected interim financial statements to correct the resulting material misstatements. The material weakness, if not remediated timely, may lead to material misstatements in its consolidated financial statements in the future.

To remediate the identified material weakness, we took several measure to improve our internal control over financial reporting, including, among others: (1) engaging additional accounting resources with U.S. GAAP and SEC reporting experience, strengthening the review of complex and non-routine transactions, and enhancing the period-end financial reporting and disclosure review process, (2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for its accounting and financial reporting personnel, (3) enhancing oversight over and clarifying reporting requirements for, non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with U.S. GAAP and SEC reporting requirements, (4) recruiting more qualified internal control personnel with experience in the requirements of the Sarbanes-Oxley Act and adopting accounting and internal control guidance on U.S. GAAP and SEC reporting, and (5) preparing more detailed guidance and manuals on financial closing policies and procedures to improve the quality and accuracy of period-end financial closing process. The material weakness will not be considered remediated until the enhanced controls have operated for a sufficient period and management has concluded, through testing, that they are designed and operating effectively.

(c)Attestation report of the registered public accounting firm.

Not applicable.

(d)Changes in internal control over financial reporting.

Except for the remediation activities described above, there were no changes in our internal controls over financial reporting occurred during the twelve months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Company’s board of directors has determined that Ms. Mei Ting Yeung qualifies as an “audit committee financial expert” in accordance with applicable Nasdaq Capital Market standards. The Company’s board of directors has also determined that members of the Audit Committee are all “independent” in accordance with the applicable Nasdaq Capital Market standards.

ITEM 16B. CODE OF ETHICS

The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers, employees and advisors. The Code of Business Conduct and Ethics is attached as an exhibit to this annual report. Copy of the Code of Business Conduct and Ethics is also available on our website at http://sangrix.ai/.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Effective on March 4, 2025, the Company dismissed its independent registered auditor, WWC, P.C., which action was approved and ratified by the Company’s Board of Directors on March 4, 2025.

On March 4, 2025, the Board of Directors of the Company and the Audit Committee of the Company approved and ratified the appointment of HTL International, LLC as its new independent registered public accounting firm to audit the Company’s financial statements, effective March 4, 2025.

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Fees Paid To Independent Registered Public Accounting Firm

Audit Fees

HTL International, LLC’s fees for the fiscal years ended June 30, 2026 and 2025 were $220,000 and $180,000, respectively.

WWC, P.C.’s fee for the fiscal years ended June 30, 2024 was $208,000.

Audit-Related Fees

There was no audit-related service fees incurred from HTL International, LLC for the fiscal year ended June 30, 2026 and 2025.

There was no audit-related service fees incurred from WWC, P.C. for the fiscal years ended June 30, 2024.

Tax Fees

There was no tax service fees incurred from HTL International, LLC for the fiscal year ended June 30, 2026 and 2025.

There was no tax service fees incurred from WWC, P.C. for the fiscal years ended June 30, 2024.

All Other Fees

There were no other services fees incurred from HTL International, LLC in fiscal year ended June 30, 2026 and 2025.

There were no other services fees incurred from WWC, P.C. in fiscal years ended June 30, 2024.

Audit Committee Pre-Approval Policies

HTL International, LLC’s engagement by the Company to render audit or non-audit services was approved and ratified by the Company’s audit committee. All services rendered by HTL International, LLC have been so approved and ratified.

WWC, P.C.’s engagement by the Company to render audit or non-audit services was approved and ratified by the Company’s audit committee. All services rendered by WWC, P.C. have been so approved and ratified.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither the Company nor any affiliated purchaser has purchased any shares or other units of any class of the Company’s equity securities registered by the Company pursuant to Section 12 of the Securities Exchange Act during the fiscal year ended June 30, 2026.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

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On March 4, 2025, the Board of Directors of the Company and the Audit Committee of the Company approved and ratified the appointment of HTL International, LLC as its new independent registered public accounting firm to audit the Company’s financial statements, effective March 4, 2025. During the two most recent fiscal years ended June 30, 2024 and 2023 and any subsequent interim periods through the date hereof prior to the engagement of HTL International, LLC, neither the Company, nor someone on its behalf, has consulted HTL International, LLC regarding:

ITEM 16G. CORPORATE GOVERNANCE

As a company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. We endeavor to comply with the Nasdaq corporate governance practices. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, 5250 (b) (3) and 5250(d). The Company also elects to be exempt from Nasdaq Listing Rule 5620(a), 5635(c) and 5635(d).

Nasdaq Stock Market Rule 5620(a) requires a company to hold an annual meeting of shareholders within one year after the end of each fiscal year. In lieu of following Rule 5620(a), the Company has elected to follow the home country practice in the Cayman Islands, which does not require shareholder approval for such issuance, establishment of the plan and any amendment thereto.

Nasdaq Stock Market Rule 5635(c) requires shareholder approval prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, with a few limited exceptions. In lieu of following Rule 5635(c), the Company has elected to follow the home country practice in the Cayman Islands, which does not require shareholder approval for such issuance, establishment of the plan and any amendment thereto.

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Nasdaq Stock Market Rule 5635(d) requires shareholder approval prior to a transaction involving the sale or issuance of a company’s common stock (or securities convertible into or exercisable for its common stock): (i) at a price below the greater of book value or market value; and (ii) which together with sales by officers, directors, or substantial stockholders, is equal to 20% or more of the company’s outstanding shares of common stock or 20% or more of the voting power prior to issuance. In lieu of following Rule 5635(d), the Company has elected to follow the home country practice in the Cayman Islands, which does not require shareholder approval for such transaction.

Our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information-D. Risk Factors-Risks Related to Our Class A Ordinary Shares -As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.”

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

We have adopted insider trading policies governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the insider trading policies is attached as an exhibit to this annual report.

ITEM 16K. CYBERSECURITY

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PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

Our consolidated financial statements are included at the end of this annual report, beginning with page F-1.

ITEM 19. EXHIBITS

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