BIT ORIGIN Ltd — Regulatory Filings 2020

Dec 18, 2020

6-K 1 tm2038845-1_6k.htm FORM 6-K

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2020

Commission File Number: 001-38857

CHINA XIANGTAI FOOD CO. LTD.

(T ranslation of registrant’s name into English)

c/o Chongqing Penglin Food Co., Ltd.

Xinganxian Plaza

Building B, Suite 19-1

Lianglukou, Yuzhong District 400800

Chongqing, People’s Republic of China

+86- 023-86330158– telephone

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Unregistered Sale of Equity Securities

Private Placement

On December 16, 2020, China Xiangtai Food Co., Ltd. (the “Company”) closed a private placement pursuant to certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the SPA, the Company agreed to sell 704,762 ordinary shares (the “Shares”) at a per share purchase price of $1.50. The Company received $1,057,143 in gross proceeds from this offering.

The Shares issued in the private placement are exempt from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder.

The form of the SPA is filed as Exhibits 10.1 to this Current Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Field: Page; Sequence: 2

Field: /Page

EXHIBIT INDEX

| Exhibit
No . | Description |
| --- | --- |
| Exhibit 10.1 | Form
of Private Placement Subscription Agreement |

Field: Page; Sequence: 3

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 18, 2020
By:	/s/ Zeshu Dai
Name:	Zeshu Dai
Title:	Chief Executive Officer and Chairwoman of the Board

Field: Page; Sequence: 4; Options: Last

Field: /Page