Abits Group Inc files as a foreign private issuer, and its SEC records document bitcoin mining and colocation hosting operations conducted in Tennessee through Abit USA, Inc. Form 6-K reports furnish annual and interim financial results, management discussion, unaudited consolidated financial statements, press releases and operational disclosures tied to bitcoin production, mining facilities, hosting arrangements, digital-asset holdings and related costs.
The company's filings also cover proxy materials, annual meeting notices and voting results, board elections, auditor ratification, ordinary and preferred share voting rights, registered offering materials, warrants, material-event disclosures and capital-structure updates. These records frame the governance, financing and public-company reporting of a BVI-incorporated Nasdaq issuer in the bitcoin mining sector.
Abits Group Inc (ABTS) entered into a Leak-Out Agreement and a standstill waiver with Shakawe Capital LLC on October 30, 2026, changing terms of their Equity Purchase Agreement. Under that earlier agreement, Abits had agreed to pay a US$7,500,000 commitment fee in Ordinary Shares or pre-funded warrants, subject to a true-up if the applicable price is lower.
The Leak-Out Agreement caps sales or transfers of Commitment Shares by Shakawe and its trading affiliates at 10% of daily Ordinary Share trading volume, including pre-market and after-hours sessions but excluding sales by Shakawe, its affiliates and assignees; sales by those parties are aggregated. The waiver permits put notices and issuance and sale of Put Shares only after the Form F-1 resale registration statement becomes effective; the standstill otherwise remains. Abits also agreed to an additional Commitment Share true-up on the 60th calendar day after effectiveness, or the next trading day, and to register the True-Up Commitment Shares.
Abits Group Inc amended its Form F-1 registration statement solely to re-file the opinion of Patrick Mak & Tse as Exhibit 5.3 with a corrected date and to amend and restate the exhibit index. The amendment also includes the related consent as Exhibit 23.4; the company states that the remainder of the registration statement is unchanged.
Abits Group Inc (ABTS) registered up to 50,476,408 ordinary shares for resale after effectiveness by Shakawe Capital LLC: up to 18,148,821 Put Shares ABTS may issue and sell to Shakawe, plus up to 32,327,587 Commitment Shares, including True-Up Commitment Shares and shares issuable upon exercise of pre-funded warrants. ABTS receives no proceeds from resales, but may receive up to US$250,000,000 from discretionary equity-line sales to Shakawe during a term of up to 36 months. The registered Put Shares would permit approximately US$20.0 million in gross proceeds at the assumed US$1.102 price; additional registration statements are required before further shares can be sold to Shakawe.
Regular Puts are priced at 95% of the lowest daily VWAP over the three consecutive Trading Days after the Put Date, with volume limits, a US$1.00 minimum price condition and a 4.99% beneficial ownership cap. The concurrent note has US$16,470,588.24 original principal for an aggregate purchase price of up to US$14,000,000; ABTS reports receiving its first two tranches. Conversion requires both an event of default and 180 days from issuance, at 75% of the lowest closing bid price during the preceding ten trading days. Abits is a BVI holding company with U.S. mining operations and limited mainland China administrative functions, and identifies related PRC regulatory risks.
Abits Group Inc (ABTS) reported first-half 2026 revenue of $3,195,414, down approximately 20% from $3,995,558 a year earlier. Direct costs rose 48% to $2,759,655. Pre-tax loss was $2,540,975 versus $340,002, and net loss was $2,551,089.
Operating cash use was $843,130; cash was $79,007 as of June 30, 2026. The company held 24.67 BTC as of June 30, 2026, up 54% from 15.99 BTC as of December 31, 2025. On September 14, 2026, it entered an agreement providing for a convertible note with $16,470,588.24 original principal and a purchase price up to $14,000,000, with a 15% original issue discount and 13% interest fully earned and guaranteed for 12 months.
On August 6, 2026, Conglin Deng transferred all beneficial interests in the company’s securities to ARC Group International Ltd.; ARC held approximately 47% of voting power, and no new securities were issued. On October 6, 2026, Abits Group terminated Deng’s employment as CEO without Cause. Stephen Faucetta became CEO, Chairman and director; Glenn Josephs and Mohsen (Michael) Khorassani were appointed independent directors.
Abits Group Inc (ABTS) is identified in a Form 3 naming Phillip Balatsos as a director. The structured data records zero transaction entries and zero holding entries.
Abits Group Inc (ABTS) is the issuer in a Form 3 ownership report naming Andrew Hancox as a director and reporting person.
Abits Group Inc. (ABTS) terminated Conglin Deng as Chief Executive Officer without Cause on October 6, 2026, following the financing-related “Triggering Event” under his employment agreement; he automatically ceased to be a director and committee member. Yanyan Sun and Khuat Leok Choong, Lionel also resigned as directors and from their board committees effective that date. The company stated these departures did not result from disagreements with it or the board.
Effective October 6, 2026, the board appointed Stephen Faucetta as CEO, chairman and director; he left his Chief Investment Officer role. It appointed Glenn Josephs and Mohsen (Michael) Khorassani as independent directors to fill vacancies created by Sun’s and Choong’s resignations. Josephs will chair the Audit Committee, and the board identified him as an audit committee financial expert; Khorassani was not appointed to a standing committee. The company entered into an employment agreement with Faucetta and engagement letters with Josephs and Khorassani.