Abits Group H1 2026 pre-tax loss widens to $2.54M

Revenue declined approximately 20% and pre-tax loss was $2,540,975 for the six months ended June 30, 2026.

Rhea-AI Filing Summary

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.

0 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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2 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Major pointPre-tax loss was $2,540,975, versus $340,002 a year earlier.
• Major point. Forward-looking: it has not happened yet and may not happen.Note terms: 15% original issue discount; 13% interest guaranteed for 12 months.
• Moderate pointFirst-half revenue declined approximately 20% to $3,195,414.

Filing Explained

By June 30, 2026, Abits Group had 3,214,445 common shares outstanding, up from 2,369,995 at year-end; the February offering warrants had been exercised and RSU shares issued, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

Key Figures

Revenue: $3,195,414 Direct costs of revenue: $2,759,655 Loss before tax: $2,540,975 loss +5 more

8 metrics

Revenue $3,195,414 Six months ended June 30, 2026

Direct costs of revenue $2,759,655 Six months ended June 30, 2026

Loss before tax $2,540,975 loss Six months ended June 30, 2026

Loss after tax $2,551,089 loss Six months ended June 30, 2026

Operating cash flow $843,130 cash used Six months ended June 30, 2026

Bitcoin holdings 24.67 BTC As of June 30, 2026

Convertible note original principal $16,470,588.24 Agreement dated September 14, 2026

Convertible note purchase price Up to $14,000,000 Agreement dated September 14, 2026

Key Terms

pre-funded warrants, original issue discount, fair value changes of digital assets, commitment fee

4 terms

pre-funded warrants financial

"issuance of ordinary shares and pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

original issue discount financial

"reflecting a fifteen percent (15%) original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

fair value changes of digital assets financial

"Fair value changes of digital assets"

commitment fee financial

"in payment of the US$7,500,000 commitment fee"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

FAQ

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

How did ABTS perform in the first half of 2026?

Revenue was $3,195,414, down approximately 20% from $3,995,558 a year earlier. Direct costs rose 48% to $2,759,655, and the pre-tax loss was $2,540,975, compared with $340,002 in the first half of 2025.

What are ABTS’s September 2026 convertible note terms?

The note has original principal of $16,470,588.24 and an aggregate purchase price of up to $14,000,000. The purchase price is payable in three tranches of US$8,000,000, up to US$2,500,000 and up to US$3,500,000. The note reflects a 15% original issue discount and 13% interest fully earned and guaranteed for 12 months.

What did ARC pay for Conglin Deng’s ABTS securities interests?

The purchase price consisted of $5.0 million in cash and a promissory note for $3.5 million bearing 12% annual interest and maturing in August 2027. If Abits Group completes a third-party asset or business acquisition within 180 days after closing, it will issue Deng ordinary shares with an aggregate value of $5.0 million; otherwise, ARC will pay Deng $5.0 million in cash.

How much bitcoin did ABTS hold at June 30, 2026?

Abits Group held 24.67 BTC as of June 30, 2026, up 54% from 15.99 BTC as of December 31, 2025.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/15/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/15/2026 - 05:00 PM EDT 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 October 2026

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

The Registrant is furnishing this Report on Form 6-K to provide its unaudited consolidated financial statements as of and for the period of six months ended June 30, 2026, which are attached as Exhibit 99.2 to this Form 6-K.

On October 15, 2026, the Company issued a press release announcing its unaudited financial results for the first six months of 2026, which press release is attached as Exhibit 99.3 to this Form 6-K.

Financial Statements and Exhibits.

The following exhibits are attached.

Exhibit Index

99.1	Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.2	Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2026 and 2025
99.3	Press release dated October 15, 2026, titled “ABITS GROUP Inc Reports Unaudited Financial Results for the First Half of 2026”

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: October 15, 2026	By:	/s/ Stephen Faucetta
	Name:	Stephen Faucetta
	Title:	Chief Executive Officer

Exhibit 99.1

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Hong Kong, October 15, 2026 (GLOBE NEWSWIRE)–Abits Group Inc (NASDAQ: ABTS) is pleased to announce its half-year results for the period ended June 30, 2026.

For the six-month period ended June 30, 2026, the Company generated revenue of $ 3.20 million, representing a decrease of approximately 20% compared with $ 4.0 million for the six-month period ended June 30, 2025.

The primary reasons are as follows:

● At the Duff site, the output of BTC reached 25.63 coins in the first half of 2026, a 23% decline from 33.33 coins recorded in the first half of 2025. Meanwhile, the BTC market experienced a significant downturn in the first half of 2026, resulting in the Company’s recognized revenue dropping from $ 3.37 million to $ 1.81 million, a year-on-year decrease of 46%.

● Notably, the Memphis site commenced operations at the end of March 2025. It produced 15.58 BTC and generated revenue of $ 1.2 million in the first half of 2026. In addition, hosting fees from third-party customers maintained steady growth.

Direct costs rose by 48% from $ 1.86 million in the first half of 2025 to $ 2.76 million in the first half of 2026.

● This increase was mainly attributable to the full recognition of hosting fees (including all electricity charges) of $ 1.05 million for the Memphis project in 2026.

● On a positive note, the two upgraded water wells at the Duff Mine have started to deliver benefits, with water expenses decreasing by 26.36% from $142,879 to $105,222.

The Company recorded a pre-tax loss of approximately $2.54 million for the first half of 2026, compared with a pre-tax loss of $0.34 million in the first half of 2025.

Given the depressed BTC market conditions, the Company proactively increased its holdings of self-mined BTC.

As of June 30, 2026, the Company held 24.67 BTC, an increase of 54% from 15.99 BTC as of December 31, 2025.

On February 24, 2026, the Company completed a financing of approximately $ 2.1 million through the issuance of ordinary shares and pre-funded warrants to fund its general operations.

For the second half of the year, the Company has been actively pursuing financing opportunities   to adapt to changing market conditions:

● On September 14, 2026, the company entered into a Securities Purchase Agreement with one institutional investor, providing for the issuance and sale of a convertible promissory note in an original principal amount of $16,470,588.24 for an aggregate purchase price of up to $14,000,000. The purchase price is payable in three tranches of $8,000,000, up to $2,500,000 and up to US$3,500,000.

● On October 6, 2026, the Board appointed Stephen Faucetta as Chief Executive Officer, Chairman of the Board and a director, and appointed Glenn Josephs and Mohsen (Michael) Khorassani as independent directors, in each case effective as of October 6, 2026. The appointments of Mr. Josephs and Mr. Khorassani filled the vacancies created by the resignations of Khuat Leok Choong Lionel and Yanyan Sun, respectively.

The new management team believes it will be better positioned to serve the Company and execute its strategies.

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Exhibit 99.2

ABITS GROUP INC

CONSOLIDATED BALANCE SHEETS

				As of				As of
		Note		June 30, 2026 (Unaudited)				December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents				$	79,007			$	83,837
Receivable and Other receivables					814,410				816,847
Accounts prepaid					1,000				-
Total current assets					894,417				900,684
Digital assets		1			1,445,832				1,483,451
Property, equipment and vehicles		2			6,822,932				8,530,215
Total non-current assets					8,268,764				10,013,666
Total Assets					9,163,181				10,914,350
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Payable, other payable and accruals				$	1,054,417			$	1,258,579
Short-term loan from unrelated third party		3			1,250,000				1,500,000
Total current liabilities					2,304,417				2,758,579
Non-Current liabilities
Long-term loan from unrelated third party					-				375,000
Total non-current liabilities					-				375,000
Total Liabilities					2,304,417				3,133,579
Stockholders’ Equity
Preferred stock, no par value, authorized: unlimited shares, 333,333 shares issued and outstanding as of June 30, 2026 and December,31 2025				$	5,050			$	5,050
Common stock, no par value, authorized: unlimited shares. Issued and outstanding: 3,214,445 shares as of June 30, 2026 and 2,369,995 shares as of December 31, 2025		6			35,554				35,554
Additional paid-in capital					91,202,699				89,556,913
Accumulated deficit					(84,223,968	)			(81,672,879	)
Accumulated other comprehensive income					(160,571	)			(143,867	)
Total Shareholders’ Equity					6,858,764				7,780,771
Total Liabilities and Shareholders’ Equity				$	9,163,181			$	10,914,350

F-1

ABITS GROUP INC

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

				Six Months Ended				Six Months Ended
		Note		June 30, 2026				June 30, 2025
Revenue		4		$	3,195,414			$	3,995,558
Direct costs of revenue		5			(2,759,655	)			(1,856,866	)
Profit from operations					435,759				2,138,692
General and administrative expenses					(500,027	)			(1,133,589	)
Depreciation					(2,014,958	)			(1,619,905	)
Gain on disposal of miners and other net income					141,893				-
Interest expense		3			(184,633	)			(90,000	)
Fair value changes of digital assets					(419,009	)			364,800
Loss before tax					(2,540,975	)			(340,002	)
Income taxes					(10,114	)			(14,785	)
Loss after tax					(2,551,089	)			(354,787	)
Foreign exchange adjustment					(16,704	)			260
Comprehensive loss for the period				$	(2,567,793	)		$	(354,527	)
Basic and diluted loss per ordinary share				$	(0.79	)		$	(0.15	)
Basic and diluted average number of ordinary shares outstanding					3,214,445				2,369,995

F-2

ABITS GROUP INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS’ EQUITY

		Number				Amount($)				Number				Amount($)				Capital($)				Deficit($)				Income($)				Total($)
		Preferred Shares								Ordinary Shares								Additional paid-in				Accumulated				Accumulated other comprehensive
		Number				Amount($)				Number				Amount($)				Capital($)				Deficit($)				Income($)				Total($)
Balance, December 31, 2024			333,333			$	5,050				2,369,995			$	35,554			$	89,290,193			$	(78,803,383	)		$	(146,463	)		$	10,380,951
Net loss for the first half of year			-				-				-				-				-				(354,787	)			-				(354,787	)
Foreign exchange adjustment			-				-				-				-				-				-				260				260
Balance June 30,2025			333,333			$	5,050				2,369,995			$	35,554			$	89,290,193			$	(79,158,170	)		$	(146,203	)		$	10,026,424
Net loss for the Second half of year			-				-				-				-								(2,514,709	)			-				(2,514,709	)
Foreign exchange adjustment																											2,336				2,336
Compensation			-				-				-				-				266,720				-				-				266,720
Balance, December 31, 2025			333,333			$	5,050				2,369,995			$	35,554			$	89,556,913			$	(81,672,879	)		$	(143,867	)		$	7,780,771
Net loss for the first half of year			-				-				-				-				-				(2,551,089	)			-				(2,551,089	)
Share Issuance			-				-				844,450				-				1,645,786				-								1,645,786
Foreign exchange adjustment			-				-				-				-				-				-				(16,704	)			(16,704	)
Balance, June 30, 2026			333,333			$	5,050				3,214,445			$	35,554			$	91,202,699			$	(84,223,968	)		$	(160,571	)		$	6,858,764

F-3

ABITS GROUP INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Six Months Ended				For the Six Months Ended
		June 30, 2026				June 30, 2025
Net loss for the period		$	(2,551,089	)		$	(354,787	)
Adjustments to reconcile to cash used in operating activities:
Depreciation of property, and equipment			2,014,958				1,619,905
Fair value changes on digital assets			419,009				-
Non-operating income from insurance claims and disposal of vehicles			(141,893	)			-
Changes in operating assets and liabilities:
Other receivables and prepayments			2,437				15,916
Other payable and accruals			(204,162	)			(145,140	)
Account prepaid and other deposits			(1,000	)			-
Digital assets			(381,390	)			(1,706,337	)
Net cash (used in) operating activities			(843,130	)			(570,443	)
Cash flows from investing activities
Purchase of property and equipment			(307,675	)			(3,028,603	)
Proceeds from insurance claims and disposal of vehicles			141,893				-
Net cash (used in) investing activities			(165,782	)			(3,028,603	)
Cash flows from financing activities
Cash from financing activities:			1,645,786				3,000,000
Repayment of loans from unrelated third parties			(625,000	)			(375,000	)
Net cash generated from financing activities			1,020,786				2,625,000
Net cash inflow/(outflow) for the period			11,874				(974,046	)
Effect of exchange rates on cash and cash equivalents			(16,704	)			260
Net decrease in cash and cash equivalents			(4,830	)			(973,786	)
Cash and cash equivalents, beginning of year			83,837				1,118,929
Cash and cash equivalents, end of the period		$	79,007			$	145,143

See accompanying notes to unaudited consolidated financial statements

F-4

ABITS GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Digital assets

Digital assets comprise holdings of:

 Schedule of Digital Asset 

		June 30, 2026								December 31, 2025
BTC		Number				Value				Number				Value
Stock of bitcoins at the beginning of the period			15.99				1,460,834				2.58				246,136
Mined during the year			41.21				3,008,051				89.09				8,819,575
Exchanged for USD			(32.53	)			(2,604,044	)			(74.32	)			(7,838,757	)
Exchanged for USDT			-				-				(3.50	)			(326,515	)
Collected BTC			-				-				2.14				178,726
Change in fair value of Bitcoin			-				(419,009	)			-				381,669
Stock of bitcoins at the end of the period			24.67				1,445,832				15.99				1,460,834
USDT:
Balance brought forward:							22,617								11,617
Proceeds from exchange of USD and USDC							124,430								2,564,355
Proceeds from exchange of bitcoins							-								326,514
Procurement of expenses							(147,047	)							(2,879,869	)
Balance carried forward:							-								22,617
Total per Note 1 to Balance Sheet							1,445,832								1,483,451

2. Property, equipment and vehicles

 Schedule of Property and Equipment

Cost:		Land				Plant				Equipment				Vehicles				Total
Balance, December 31, 2025			1,896,292				2,585,041				10,552,985				133,308				15,167,626
Additions			-				101,217				206,458				-				307,675
Balance, June 30, 2026			1,896,292				2,686,258				10,759,443				133,308				15,475,301
Depreciation:
Balance, December 31, 2025			-				1,026,860				5,477,243				133,308				6,637,411
Charge for the year			-				263,566				1,751,392				-				2,014,958
Balance, June 30, 2026			-				1,290,426				7,228,635				133,308				8,652,369
Net book value:
Balance, December 31, 2025			1,896,292				1,558,181				5,075,742				-				8,530,215
Balance, June 30, 2026			1,896,292				1,395,832				3,530,808				-				6,822,932

F-5

3. Loan and Interest expense

In March 2025, the   Company borrowed $ 3 million, with an annual interest rate of 12% and a term of two years. The repayment amount for each period is $125,000 with interest of $30,000, starting from April 2025.  

4. Revenue

 Schedule of Revenue

		2026-H1				2025-H1
Bitcoin operations in Duff site (1)			1,805,913				3,370,115
Bitcoin operation in Memphis site (2)			1,202,138				489,554
Hosting fees from third parties			187,363				135,889
Total			3,195,414				3,995,558

⁽¹⁾ The output of bitcoins in Duff during the first half year of 2026 is 25.63 coins (2025-H1:33.33 coins).

⁽²⁾ The Company started mining in the Memphis site from the end of March 2025.The output of bitcoins is 15.58 coins during the first half year of 2026.

5. Direct costs of revenue

 Schedule of Direct Cost of Revenue

		2026-H1				2025-H1
Electricity cost in Duff site			1,359,520				1,353,685
Water fee in Duff site			105,222				142,879
Hosting fee in Memphis site(1)			1,054,696				113,498
Salaries(2)			240,217				246,804
Total			2,759,655				1,856,866

⁽¹⁾ The Company signed an agreement with 4545 S Mendenhall LLC in March 2025.

⁽²⁾ The staff costs relate to that of the site manager, technicians and other part-time workers at the mining center in Duff, Tennessee.

F-6

6. Shares of Equity

(a)

On February 24, 2026, the Company closed registered direct offering with institutional investors of approximately $2.1 million of Ordinary Shares and pre-funded warrants at a price of $2.65 per Ordinary Share. The Company expects to use the net proceeds ($1.64m) from the offering, together with its existing cash, for general corporate purposes and working capital.

The offering consisted of the sale of 792,452 Ordinary Shares or Pre-Funded Warrants. The price per Ordinary Share was $2.65 (or $2.64999 for each Pre-Funded Warrant, which is equal to the offering price per Ordinary Share sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant).

As of June 30, 2026, the-above-referenced warrants have been fully exercised (792,450 ordinay shares were issued due to rounding).

(b)

On March 30, 2026, the board of directors and the compensation committee of the Company adopted resolutions ratifying and approving the grant of the Restricted Stock Units (RSUs) set forth in the employment agreements of the CEO and former CFO:

● the Former CFO (Wanhong Tan) was awarded one hundred and eighty thousand (or 12,000 after adjustment for the one-for-fifteen reverse stock split effected in March 2025) RSUs to receive an equal number of ordinary shares of the Company, subject to the Company’s Omnibus Equity Incentive Plan, and

● grant the CEO six hundred thousand (or 40,000 after adjustment for the one-for-fifteen reverse stock split effected in March 2025) RSUs to receive an equal number of ordinary shares of the Company, subject to the Company’s Omnibus Equity Incentive Plan.

The aforementioned 40,000 and 12,000 underlying shares were fully issued on May 15, 2026.

7. Subsequent Event

(a)

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. 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.

Effective August 5, 2026, Tao Xu and Chuan Zhan resigned from the Company’s Board of Directors.

Phillip Balatsos and Andrew Hancox were appointed to fill the resulting vacancies.

(b)

On September 14, 2026, Abits Group Inc entered into a Securities Purchase Agreement with one institutional investor, providing for the issuance and sale of a convertible promissory note (the “Note”) in an original principal amount of US$16,470,588.24 for an aggregate purchase price of up to US$14,000,000, reflecting a fifteen percent (15%) original issue discount and thirteen percent (13%) interest fully earned and guaranteed for twelve (12) months. The purchase price is payable in three tranches of US$8,000,000, up to US$2,500,000 and up to US$3,500,000.

F-7

On September 14, 2026, pursuant to the Equity Purchase Agreement between the Registrant and investor, the Registrant issued to investor, in payment of the US$7,500,000 commitment fee thereunder, pre-funded warrants to purchase 5,357,143 Ordinary Shares at an exercise price of US$0.00001 per share, subject to the issuance of additional Commitment Shares (or pre-funded warrants in lieu thereof) pursuant to the true-up provisions of the Equity Purchase Agreement. No Put Shares have been issued under the Equity Purchase Agreement as of the date of this registration statement.

The company entered into the Placement Agent Agreement with RBW Capital Partners LLC/Dawson James Securities, Inc. The “Placement Agent” acted as exclusive placement agent on a best efforts basis, with no obligation to purchase securities. Compensation consists of a cash fee of eight percent (8.0%) of aggregate gross proceeds raised in the offering; a cash fee of three percent (3.0%) of aggregate gross proceeds raised under the Equity Purchase Agreement as capital is drawn down, to which the first fee does not apply; and warrants to purchase a number of Ordinary Shares equal to five percent (5.0%) of the aggregate Ordinary Shares, or share equivalents, placed in the offering, with a five-year term and an exercise price of 115% of the offering price.

(c)

On October 6, 2026, the Company terminated the employment of Conglin Deng as Chief Executive Officer without Cause. Mr. Deng automatically ceased serving as a director of the Company and as a member of all committees of the Board.

Effective as of October 6, 2026, Yanyan Sun resigned as a director of the Company and from all committees of the Board on which she served.

Effective as of October 6, 2026, Khuat Leok Choong, Lionel resigned as a director of the Company, as Chair of the Audit Committee, and from all other committees of the Board on which he served.

On October 6, 2026, the Board appointed Stephen Faucetta as Chief Executive Officer, Chairman of the Board and a director, and appointed Glenn Josephs and Mohsen (Michael) Khorassani as independent directors, in each case effective as of October 6, 2026. The appointments of Mr. Josephs and Mr. Khorassani filled the vacancies created by the resignations of Khuat Leok Choong Lionel and Yanyan Sun, respectively.

F-8

Exhibit 99.3

ABITS GROUP Inc Reports Unaudited Financial Results for the First Half of 2026

Hong Kong, October 15, 2026 (GLOBE NEWSWIRE)–Abits Group Inc (NASDAQ: ABTS) is pleased to announce its half-year results for the period ended June 30, 2026.

For the six-month period ended June 30, 2026, the Company generated revenue of $ 3.20 million, representing a decrease of approximately 20% compared with $ 4.0 million for the six-month period ended June 30, 2025.

The primary reasons are as follows:

● At the Duff site, the output of BTC reached 25.63 coins in the first half of 2026, a 23% decline from 33.33 coins recorded in the first half of 2025. Meanwhile, the BTC market experienced a significant downturn in the first half of 2026, resulting in the Company’s recognized revenue dropping from $ 3.37 million to $ 1.81 million, a year-on-year decrease of 46%.

● Notably, the Memphis site commenced operations at the end of March 2025. It produced 15.58 BTC and generated revenue of $ 1.2 million in the first half of 2026. In addition, hosting fees from third-party customers maintained steady growth.

Direct costs rose by 48% from $ 1.86 million in the first half of 2025 to $ 2.76 million in the first half of 2026.

● This increase was mainly attributable to the full recognition of hosting fees (including all electricity charges) of $ 1.05 million for the Memphis project in 2026.

● On a positive note, the two upgraded water wells at the Duff Mine have started to deliver benefits, with water expenses decreasing by 26.36% from $142,879 to $105,222.

The Company recorded a pre-tax loss of approximately $ 2.54 million for the first half of 2026, compared with a pre-tax loss of $0.34 million in the first half of 2025.

Given the depressed BTC market conditions, the Company proactively increased its holdings of self-mined BTC.

As of June 30, 2026, the Company held 24.67 BTC, an increase of 54% from 15.99 BTC as of December 31, 2025.

On February 24, 2026, the Company completed a financing of approximately $ 2.1 million through the issuance of ordinary shares and pre-funded warrants to fund its general operations.

For the second half of the year, the Company has been actively pursuing financing opportunities   to adapt to changing market conditions:

● On September 14, 2026, the company entered into a Securities Purchase Agreement with one institutional investor, providing for the issuance and sale of a convertible promissory note in an original principal amount of $16,470,588.24 for an aggregate purchase price of up to $14,000,000. The purchase price is payable in three tranches of $8,000,000, up to $2,500,000 and up to US$3,500,000.

● On October 6, 2026, the Board appointed Stephen Faucetta as Chief Executive Officer, Chairman of the Board and a director, and appointed Glenn Josephs and Mohsen (Michael) Khorassani as independent directors, in each case effective as of October 6, 2026. The appointments of Mr. Josephs and Mr. Khorassani filled the vacancies created by the resignations of Khuat Leok Choong Lionel and Yanyan Sun, respectively.

The new management team believes it will be better positioned to serve the Company and execute its strategies.

F-1

ABITS GROUP INC

CONSOLIDATED BALANCE SHEETS

				As of				As of
		Note		June 30, 2026 (Unaudited)				December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents				$	79,007			$	83,837
Receivable and Other receivables					814,410				816,847
Accounts prepaid					1,000				-
Total current assets					894,417				900,684
Digital assets		1			1,445,832				1,483,451
Property, equipment and vehicles		2			6,822,932				8,530,215
Total non-current assets					8,268,764				10,013,666
Total Assets					9,163,181				10,914,350
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Payable, other payable and accruals				$	1,054,417			$	1,258,579
Short-term loan from unrelated third party		3			1,250,000				1,500,000
Total current liabilities					2,304,417				2,758,579
Non-Current liabilities
Long-term loan from unrelated third party					-				375,000
Total non-current liabilities					-				375,000
Total Liabilities					2,304,417				3,133,579
Stockholders’ Equity
Preferred stock, no par value, authorized: unlimited shares, 333,333 shares issued and outstanding as of June 30, 2026 and December,31 2025				$	5,050			$	5,050
Common stock, no par value, authorized: unlimited shares. Issued and outstanding: 3,214,445 shares as of June 30, 2026 and 2,369,995 shares as of December 31, 2025		6			35,554				35,554
Additional paid-in capital					91,202,699				89,556,913
Accumulated deficit					(84,223,968	)			(81,672,879	)
Accumulated other comprehensive income					(160,571	)			(143,867	)
Total Shareholders’ Equity					6,858,764				7,780,771
Total Liabilities and Shareholders’ Equity				$	9,163,181			$	10,914,350

F-2

ABITS GROUP INC

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

				Six Months Ended				Six Months Ended
		Note		June 30, 2026				June 30, 2025
Revenue		4		$	3,195,414			$	3,995,558
Direct costs of revenue		5			(2,759,655	)			(1,856,866	)
Profit from operations					435,759				2,138,692
General and administrative expenses					(500,027	)			(1,133,589	)
Depreciation					(2,014,958	)			(1,619,905	)
Gain on disposal of miners and other net income					141,893				-
Interest expense		3			(184,633	)			(90,000	)
Fair value changes of digital assets					(419,009	)			364,800
Loss before tax					(2,540,975	)			(340,002	)
Income taxes					(10,114	)			(14,785	)
Loss after tax					(2,551,089	)			(354,787	)
Foreign exchange adjustment					(16,704	)			260
Comprehensive loss for the period				$	(2,567,793	)		$	(354,527	)
Basic and diluted loss per ordinary share				$	(0.79	)		$	(0.15	)
Basic and diluted average number of ordinary shares outstanding					3,214,445				2,369,995

F-3

ABITS GROUP INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS’ EQUITY

		Preferred Shares								Ordinary Shares								Additional paid-in				Accumulated				Accumulated other comprehensive
		Number				Amount($)				Number				Amount($)				Capital($)				Deficit($)				Income($)				Total($)
Balance, December 31, 2024			333,333			$	5,050				2,369,995			$	35,554			$	89,290,193			$	(78,803,383	)		$	(146,463	)		$	10,380,951
Net loss for the first half of year			-				-				-				-				-				(354,787	)			-				(354,787	)
Foreign exchange adjustment			-				-				-				-				-				-				260				260
Balance June 30,2025			333,333			$	5,050				2,369,995			$	35,554			$	89,290,193			$	(79,158,170	)		$	(146,203	)		$	10,026,424
Net loss for the Second half of year			-				-				-				-								(2,514,709	)			-				(2,514,709	)
Foreign exchange adjustment																											2,336				2,336
Compensation			-				-				-				-				266,720				-				-				266,720
Balance, December 31, 2025			333,333			$	5,050				2,369,995			$	35,554			$	89,556,913			$	(81,672,879	)		$	(143,867	)		$	7,780,771
Net loss for the first half of year			-				-				-				-				-				(2,551,089	)			-				(2,551,089	)
Share Issuance			-				-				844,450				-				1,645,786				-								1,645,786
Foreign exchange adjustment			-				-				-				-				-				-				(16,704	)			(16,704	)
Balance, June 30, 2026			333,333			$	5,050				3,214,445			$	35,554			$	91,202,699			$	(84,223,968	)		$	(160,571	)		$	6,858,764

F-4

ABITS GROUP INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Six Months Ended				For the Six Months Ended
		June 30, 2026				June 30, 2025
Net loss for the period		$	(2,551,089	)		$	(354,787	)
Adjustments to reconcile to cash used in operating activities:
Depreciation of property, and equipment			2,014,958				1,619,905
Fair value changes on digital assets			419,009				-
Non-operating income from insurance claims and disposal of vehicles			(141,893	)			-
Changes in operating assets and liabilities:
Other receivables and prepayments			2,437				15,916
Other payable and accruals			(204,162	)			(145,140	)
Account prepaid and other deposits			(1,000	)			-
Digital assets			(381,390	)			(1,706,337	)
Net cash (used in) operating activities			(843,130	)			(570,443	)
Cash flows from investing activities
Purchase of property and equipment			(307,675	)			(3,028,603	)
Proceeds from insurance claims and disposal of vehicles			141,893				-
Net cash (used in) investing activities			(165,782	)			(3,028,603	)
Cash flows from financing activities
Cash from financing activities:			1,645,786				3,000,000
Repayment of loans from unrelated third parties			(625,000	)			(375,000	)
Net cash generated from financing activities			1,020,786				2,625,000
Net cash inflow/(outflow) for the period			11,874				(974,046	)
Effect of exchange rates on cash and cash equivalents			(16,704	)			260
Net decrease in cash and cash equivalents			(4,830	)			(973,786	)
Cash and cash equivalents, beginning of year			83,837				1,118,929
Cash and cash equivalents, end of the period		$	79,007			$	145,143

F-5

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

INVESTOR RELATIONS CONTACT

Abits Group Inc

Email: ir@abitgrp.com

Website: www.abitsgroup.com

Nasdaq: ABTS

F-6

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 13.7 KB
• EX-99.2 EX-99.2 307.6 KB
• EX-99.3 EX-99.3 195.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 20.8 KB
• EX-101 XBRL CALCULATION FILE 32.1 KB
• EX-101 XBRL DEFINITION FILE 65.2 KB
• EX-101 XBRL LABEL FILE 185.0 KB
• EX-101 XBRL PRESENTATION FILE 132.5 KB