ABITS shifts control stake and adds independent directors

ABITS Group Inc. reports a change in control dynamics and board composition.

Rhea-AI Filing Summary

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.

Positive

• Strengthened independent governance: two independent directors, Phillip Balatsos and Andrew Hancox, joined the Board, and an independent subcommittee was formed for 18 months to oversee key executive and Deng-related matters.
• Clear control structure: ARC now holds approximately 47% of voting power with no new securities issued, providing defined ownership and potentially easing strategic decision-making.
• Strategic transaction incentive: contingent consideration structure (up to $5.0 million in shares or cash) links Mr. Deng’s economics to completion of an acquisition within 180 days, aligning interests around deal execution.

Negative

• Concentrated voting control: ARC’s approximately 47% voting stake creates a dominant shareholder, which can limit influence of minority shareholders over key decisions.
• Equity issuance constraints: for up to six months, the company generally cannot issue equity or equity-linked securities without ARC’s consent, potentially restricting capital-raising flexibility.
• High-cost promissory note: the consideration includes a $3.5 million Note at 12% annual interest maturing in August 2027, representing relatively expensive financing between ARC and Mr. Deng.

Filing Explained

The 6-K, including Exhibit 10.1, is incorporated by reference into Abits Group’s Form F-3 registration statement, making the transaction disclosure part of that registration filing.

Key Figures

ARC voting power: 47% of voting power Cash consideration: $5.0 million Promissory note principal: $3.5 million +5 more

8 metrics

ARC voting power 47% of voting power Voting power in ABITS Group after Deng transferred all beneficial interests

Cash consideration $5.0 million Cash paid by ARC to Mr. Deng under the Securities Purchase Agreement

Promissory note principal $3.5 million Note issued to Mr. Deng as part of consideration, bearing interest

Promissory note interest rate 12% annually Annual interest on the $3.5 million Note maturing in August 2027

Note maturity August 2027 Maturity date of the $3.5 million promissory note to Mr. Deng

Acquisition window 180 days Period after closing during which an acquisition can trigger $5.0 million in shares to Deng

Equity issuance restriction period Six months (maximum) Ends earlier of six months after closing or ARC holding under 5% voting power

Employment agreement term 18 months Term of amended and restated employment agreement between Mr. Deng and the company

Key Terms

Securities Purchase Agreement, promissory note, registration rights agreements, right of first refusal, +2 more

6 terms

Securities Purchase Agreement financial

"pursuant to a Securities Purchase Agreement dated August 5, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

promissory note financial

"a promissory note for $3.5 million, bearing 12% interest annually"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

registration rights agreements regulatory

"the Company entered into registration rights agreements with each of ARC"

A registration rights agreement is a contract that gives certain shareholders the legal ability to require a company to register their shares with securities regulators so those shares can be sold publicly. Think of it like a guaranteed ticket to sell stock at a public marketplace: it creates a path to liquidity for investors, can affect when large shareholders can sell, and may influence stock supply and price expectations for other investors.

right of first refusal financial

"granted Mr. Deng a right of first refusal to purchase business assets"

A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.

lock-up financial

"Any ordinary shares issued to Mr. Deng under this provision will be subject to a six-month lock-up"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Nominating Committee regulatory

"a temporary subcommittee of the Nominating Committee consisting of Messrs. Balatsos and Hancox"

A nominating committee is a small group of company directors tasked with finding, evaluating and recommending people to serve on the board. Think of it as a hiring panel that chooses the team responsible for guiding the business and holding management accountable. Investors care because the committee’s choices shape the board’s experience, independence and judgment, which directly affect strategy, oversight, leadership succession and the protection of shareholder interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in ownership did ABTS disclose in the August 2026 Form 6-K?

ABTS disclosed that CEO Conglin Deng transferred all his beneficial interests in company securities to ARC Group International, giving ARC about 47% of voting power and leaving Deng with 0% voting power, with no new securities issued.

What were the financial terms of the ARC transaction reported by ABTS?

The purchase price comprised $5.0 million in cash plus a $3.5 million promissory note bearing 12% annual interest and maturing in August 2027, all paid to Mr. Deng in exchange for his beneficial interests.

How could ABTS’s acquisition plans affect payments to CEO Deng?

If ABTS completes a qualifying acquisition within 180 days after closing, it will issue Deng ordinary shares valued at $5.0 million, locked up for six months; otherwise ARC must pay him $5.0 million in cash.

What restrictions did ABTS agree to on issuing new equity after the ARC deal?

For a period ending on the earlier of six months after closing and when ARC holds under 5% voting power, ABTS generally may not issue equity or equity-linked securities without ARC’s prior written consent, except for limited pre-existing obligations.

What board and management changes did ABTS announce in this 6-K filing?

ABTS reported that Tao Xu and Chuan Zhan resigned from the Board, replaced by independent directors Phillip Balatsos and Andrew Hancox. It also appointed Stephen Faucetta as Chief Investment Officer and extended Deng’s employment for 18 months.

What special governance subcommittee did ABTS create following the ARC transaction?

ABTS created a temporary 18‑month subcommittee of the Nominating Committee, comprising independent directors Balatsos and Hancox, with authority over filling named executive officer roles and addressing matters related to Mr. Deng’s employment and succession.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 09:19 AM Accepted by SEC EDGAR 08/11/2026 - 09:19 AM Learn about SEC filing dates

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 August 2026

Commission File Number: 333-256665

ABITS GROUP INC

Level 24, Lee Garden One, 33 Hysan Avenue

Causeway Bay

Hong Kong SAR, China

(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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On August 6, 2026, the Registrant’s CEO Conglin Deng transferred all of his beneficial interests in securities of the Registrant to ARC Group International Ltd. (“ARC”) pursuant to a Securities Purchase Agreement dated August 5, 2026 (form of which is enclosed as Exhibit 10.1 hereto, the “Purchase Agreement”). As a result of the transaction, ARC holds approximately 47% of the voting power of the Registrant, and Mr. Deng has 0% voting power. The transaction involved the transfer of existing interests, and no new securities were issued.

The purchase price consisted of $5.0 million in cash and a promissory note for $3.5 million, bearing 12% interest annually and maturing in August 2027 (the “Note”). If the Company completes an acquisition of assets or business operations from a third party within 180 days after the closing, the Company will issue to Mr. Deng ordinary shares having an aggregate value of $5.0 million, determined in accordance with the Purchase Agreement. If the Company does not complete such an acquisition within that period, ARC will pay Mr. Deng $5.0 million in cash. Any ordinary shares issued to Mr. Deng under this provision will be subject to a six-month lock-up.

In connection with the closing, the Company entered into registration rights agreements with each of ARC and Mr. Deng. The Company also granted Mr. Deng a right of first refusal to purchase business assets of the Company existing at the closing if the Company determines to transfer them. Mr. Deng temporarily assigned the Note to the Company for a period of up to nine months to secure such right of first refusal.

During the period ending on the earlier of six months after the closing and the date on which ARC holds less than 5% of the Company’s voting power, the Company generally may not issue equity or equity-linked securities without ARC’s prior written consent, subject to exceptions for awards under equity incentive plans in effect at the closing and issuances required by contractual obligations existing at the closing.

Mr. Deng and the Company entered an amended and restated employment agreement with an 18-month term, subject to earlier termination in accordance with its terms. Stephen Faucetta has been appointed Chief Investment Officer of the Company.

Effective August 5, 2026, Tao Xu and Chuan Zhan resigned from the Company’s Board of Directors (the “Board”). Phillip Balatsos and Andrew Hancox were appointed to fill the resulting vacancies. The Board now consists of Conglin Deng, Lionel Khuat Leok Choong, Yanyan Sun, Phillip Balatsos and Andrew Hancox. The Board determined that Messrs. Balatsos and Hancox are independent under Nasdaq’s listing standards.

The Company also established, for 18 months following the closing, a temporary subcommittee of the Nominating Committee consisting of Messrs. Balatsos and Hancox. The subcommittee has authority to fill vacancies in named executive officer positions and certain matters relating to Mr. Deng’s employment. In addition, the subcommittee is authorized to recommend successors to Mr. Deng’s Board position in the event of termination.

Phillip Balatsos, Independent Director

Phillip Balatsos is a senior financial markets executive and board director with over 25 years of experience across foreign exchange, emerging markets, institutional sales and trading, and public company governance. He has held leadership roles at Barclays Capital, Credit Suisse and XP Investments, and currently operates within an independent trading platform at Oscar Gruss & Son. He also brings entrepreneurial and operating experience, having founded and scaled a multi-location hospitality business and advised national restaurant groups on procurement, pricing and operational efficiency. Mr. Balatsos holds a Bachelor of Science in Business Administration from Skidmore College, with a minor in International Relations and a concentration in Spanish.

Andrew Hancox, Independent Director

Andrew Hancox is the Founder and Managing Member of Block 8 Ventures, where he focuses on investments and operational and strategic advisory services for early-stage and blockchain-focused companies. From 2013 to 2017, he served as Co-Founder and Chief Operating Officer of Katapult, a publicly traded fintech company, where he helped scale the business and participated in raising over $250 million in debt and equity capital. Earlier, he was an investment analyst at Permian Investment Partners and previously co-founded Anderson Audio Visual. He studied Law and Mathematics at Victoria University in New Zealand and completed a Private Equity and Investment Banking program at the Institute of Banking and Finance in New York.

EXHIBIT INDEX

10.1 Form of Securities Purchase Agreement

*****

This report on Form 6-K, including exhibit 10.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-284387), as amended, initially filed with the Securities and Exchange Commission on January 21, 2025.

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.

	ABITS GROUP INC
Date: August 11, 2026	By:	/s/ Conglin Deng
	Name:	Conglin Deng
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 226.1 KB