UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K/A
Amendment No. 1
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2025
Commission
File Number: 333-256665
ABITS
GROUP INC
Level
24 Lee Garden One 33 Hysan
Avenue
Causeway Bay Hong Kong SAR
(Address
of principal executive offices)
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 ☒ Form 40-F ☐
Explanatory
Note:
On
August 13, 2025, the Registrant reported its Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024
(the “Original Interim Financial Statements”) on a current report on Form 6-K (the “Form 6-K” or the “Original
Report”) furnished to the Securities and Exchange Commission on August 13, 2025.
The
Original Interim Financial Statements contained errors related to the shareholders’ equity of the Registrant. The Registrant
was authorized to issue an unlimited number of ordinary shares, no par value each, and an unlimited number of preferred shares, no par
value each, as of June 30, 2025. The Original Interim Financial Statements incorrectly stated that the Registrant’s authorized
shares consisted of 3,333,333 preferred shares, $0.01515 par value each, and 10,000,000 ordinary shares, $0.015 par value each. As
of June 30, 2025, the number of issued and outstanding ordinary shares was 2,369,995 shares, which was incorrectly stated as 2,370,139
ordinary shares. The Original Interim Financial Statements did not include disclosure regarding the changes to the Registrant’s
authorized shares and the share consolidation effected on March 10, 2025. As a result of the above errors, the Unaudited Consolidated
Balance Sheets, Unaudited Consolidated Statements Of Operations And Comprehensive Loss and Unaudited Consolidated Statements Of Changes
To Shareholders’ Equity as of and for the six months ended June 30, 2025 and 2024 and related notes thereof were amended and restated.
This
Amendment No. 1 to the Original Report on Form 6-K/A (the “Form 6-K/A”) is being filed to report the amendments to the Original
Interim Financial Statements (the “Amended Interim Financial Statements”)
The
Amended Interim Financial Statements are attached as Exhibit 99.2 to this Form 6-K/A. On September 2, 2025, the Registrant issued
a press release announcing its Amended Interim Financial Statements, which press release is attached as Exhibit 99.3 to this Form 6-K/A.
No
other changes have been made to the Original Report. The Form 6-K, as amended by this Form 6-K/A, speaks as of the original filing date
of the Form 6-K, is not intended to reflect events that may have occurred subsequent to the original filing date of the Form 6-K and
is not intended to update the disclosures made in the Form 6-K.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements
in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that
are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include,
but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,”
“prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,”
“intend,” “seek,” “may,” “might,” “could” or “should,” and words
of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time,
oral or written forward-looking statements may also be included in other materials released to the public. These statements are based
on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions
investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in
the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic
conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with
the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual
results may differ significantly from those set forth in the forward-looking statements.
All
such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by
the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company
disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Financial
Statements and Exhibits.
The
following exhibits are attached.
Exhibit
Index
| 99.2 |
Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 |
| 99.3 |
Press
release dated September 2, 2025 on the Amended Unaudited Consolidated Financial Statements for the Six Months Ended
June 30, 2025 and 2024 |
| 101.INS |
Inline
XBRL Instance Document. |
| 101.SCH |
Inline
XBRL Taxonomy Extension Schema Document. |
| 101.CAL |
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF |
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB |
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE |
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 |
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
ABITS
GROUP INC |
| |
|
|
| Date:
September 2, 2025 |
By: |
/s/
Deng Conglin |
| |
Name: |
Deng
Conglin |
| |
Title: |
Chief
Executive Officer |
