Welcome to our dedicated page for Abits Group SEC filings (Ticker: ABTS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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) disclosed that ARC Group International Ltd. has acquired beneficial ownership of 805,353 shares, representing 22.7% of Abits’ ordinary shares outstanding. This includes 461,354 ordinary shares held directly and 10,666 ordinary plus 333,333 preferred shares held indirectly through Bridgeforrest (BVI) Inc.
The preferred shares are convertible 1:1 into ordinary shares and carry six votes per share, giving ARC significant voting influence. ARC invested an aggregate $8.5 million, using $5.0 million cash and a $3.5 million note bearing 12% annual interest and maturing in August 2027, with a possible additional $5.0 million cash payment in early 2027.
Under a Securities Purchase Agreement, ARC-designated directors joined the board and a nominating subcommittee received authority over key officer appointments and potential succession for CEO Conglin (Forrest) Deng. Deng received a right of first refusal to buy Abits’ legacy business, and certain planned actions under these agreements are stated as potentially causing Abits’ ordinary shares to be delisted from Nasdaq.
ABITS Group Inc. reports a change in control dynamics and board composition. CEO Conglin Deng transferred all of his beneficial interests in the company’s securities to ARC Group International Ltd. for $5.0 million in cash and a $3.5 million promissory note bearing 12% annual interest and maturing in August 2027. ARC now holds approximately 47% of the company’s voting power, while Mr. Deng’s voting power is 0%; no new securities were issued.
If the company completes an acquisition of assets or business operations from a third party within 180 days after closing, it will issue ordinary shares to Mr. Deng valued at $5.0 million, subject to a six-month lock-up; otherwise ARC will pay him $5.0 million in cash. Deng received a right of first refusal on existing business assets, secured by a temporary assignment of the Note to the company for up to nine months. For a period ending on the earlier of six months after closing and the date ARC holds under 5% voting power, the company generally may not issue equity or equity-linked securities without ARC’s prior written consent.
Mr. Deng and the company entered into an amended and restated 18‑month employment agreement, and Stephen Faucetta was appointed Chief Investment Officer. Directors Tao Xu and Chuan Zhan resigned, replaced by independent directors Phillip Balatsos and Andrew Hancox. An 18‑month temporary subcommittee of the Nominating Committee, consisting of Balatsos and Hancox, was created to oversee key executive appointments and matters related to Deng’s role.
Abits Group Inc discloses that Conglin Deng, its CEO and Chair, has transferred all Ordinary Shares and Preferred Shares he owned, directly and indirectly, to ARC Group International Ltd. under a securities purchase agreement dated August 5, 2026. The transaction closed on August 6, 2026, and Deng now reports 0 shares and 0% beneficial ownership of both classes.
The agreement provides a contingent consideration: if Abits Group completes a Business Acquisition within a 180-day Acquisition Period after closing, the company will issue to Deng additional Ordinary Shares valued at $5,000,000, calculated using the lowest 10-day VWAP from specified reference points. If no such acquisition occurs, the purchaser will pay Deng $5,000,000 in cash within 30 days after the Acquisition Period.
Empery Asset Management LP and Ryan M. Lane report that they beneficially own 0 Ordinary Shares of Abits Group Inc. and therefore hold 0% of the class. They report no sole or shared voting or dispositive power over any Ordinary Shares.
The percentage ownership is calculated using 2,961,447 Ordinary Shares outstanding as of April 29, 2026, as reported by Abits Group Inc. The reporting parties also disclaim beneficial ownership of any Ordinary Shares held by related investment funds.
Abits Group Inc reported full-year 2025 revenue of $9.13 million, up 37% from $6.71 million in 2024, driven by expanded bitcoin mining and new hosting revenue. Gross profit was $3.68 million, for a roughly 40% margin.
The company still posted a net loss of $2.87 million, larger than the prior year, and year-end cash fell to $83,837 as it invested in additional miners and infrastructure. Abits expanded its Tennessee fleet to about 760 PH/s of hash rate by April 2026 and increased its bitcoin holdings to 15.99 BTC.
Abits Group Inc files its 2025 annual report outlining its bitcoin mining-focused business and key risks. The British Virgin Islands holding company operates mainly through U.S. subsidiaries, with limited PRC activity via a small Beijing unit.
For 2025, Abits reported revenue of $9,128,666 and profit from operations of $3,676,498, but a loss before taxation of $2,766,220, as finance and other non-operating items outweighed operating profit. At December 31, 2025, it had total assets of $10,914,350, including $1,483,451 in digital assets, $83,837 in cash and cash equivalents, total liabilities of $3,133,579 and shareholders’ equity of $7,780,771, with 2,369,995 ordinary shares outstanding.
The report highlights dependence on a single Tennessee mining site, liquidity and funding risks, a history of losses, and significant exposure to bitcoin price volatility and power costs. It also details extensive regulatory risks, including HFCAA-related audit inspection issues, PRC data and securities rules affecting its minor China subsidiary, and uncertainty over future permissions, while confirming it currently does not require CSRC, CAC or additional PRC approvals based on counsel’s opinion.
Abits Group Inc reports that Empery Asset Management, LP and Ryan M. Lane together beneficially own 9.99% of Ordinary Shares, including Ordinary Shares issuable upon exercise of warrants, as reflected on this Schedule 13G.
The calculation is based on 2,639,447 Ordinary Shares outstanding as of February 22, 2026 and gives effect to a contractual "Blocker" that prevents exercise of warrants to the extent it would raise beneficial ownership above 9.99%. The cover page shows 273,771 shares reported as beneficially owned and notes 101,010 Ordinary Shares issuable upon exercise of the Warrants.
Abits Group Inc director and CEO Deng Conglin exercised restricted stock units into ordinary shares. On April 15, 2026, he converted 40,000 restricted stock units, which convert into ordinary shares on a one-for-one basis, receiving 40,000 ordinary shares at an exercise price of $0.00 per share.
After this transaction, Deng holds 77,355 ordinary shares directly. He also has indirect interests in 10,666 ordinary shares and 333,333 preferred shares through Bridgeforrest (BVI) Inc, an entity he controls, and 373,333 ordinary shares owned by a trust for his family members, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.
Abits Group Inc director Choong Khuat Leok has filed an initial ownership report showing a modest equity stake in the company. The Form 3 discloses direct beneficial ownership of 2,400 Ordinary Shares of Abits Group Inc, with no accompanying purchases, sales, or derivative positions reported.
Abits Group Inc executive Zhang Kai, who serves as Chief Financial Officer, has filed an initial insider ownership report on Form 3. This filing identifies him as an officer of the company but does not list any current stock or option transactions or holdings.