[6-K] Abits Group Inc Current Report (Foreign Issuer)
Rhea-AI Filing Summary
Abits Group Inc completed a registered direct offering with institutional investors, issuing an aggregate of 792,452 ordinary shares and/or pre-funded warrants at $2.65 per ordinary share and $2.64999 per pre-funded warrant. This type of deal raises equity capital directly from selected investors rather than through a broad public sale.
The transaction generated approximately $2.1 million in gross proceeds and about $1.6 million in net proceeds after fees and expenses. Abits plans to use the net proceeds, together with existing cash, for general corporate purposes, including working capital, supporting its digital data center and bitcoin mining operations.
The pre-funded warrants are immediately exercisable at an exercise price of $0.00001 per warrant and remain exercisable until fully used, with each warrant substituting one ordinary share on a one-for-one basis. Aegis Capital Corp. acted as exclusive placement agent and received a 7.0% cash fee on aggregate gross proceeds, plus expense reimbursements. The offering was made under Abits’ effective Form F-3 shelf registration statement and closed on February 24, 2026.
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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 February 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 February 23, 2026, Abits Group Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering, an aggregate of 792,452 ordinary shares and/or Pre-funded Warrants to purchase ordinary shares, at an offering price of $2.65 per ordinary share and $2.64999 per Pre-funded Warrant (which equals the per share purchase price for the ordinary shares of $2.65 less the $0.00001 exercise price for each such Pre-funded Warrant) (the “Offering”). The Offering closed on February 24, 2026.
The ordinary shares and Pre-funded Warrants described above were offered and sold pursuant to a registration statement on Form F-3 (File No. 333-284387), as amended, which was initially filed with the Securities and Exchange Commission (the “Commission”) on January 21, 2025 and was declared effective by the Commission on December 18, 2025, including the Prospectus contained therein and a Prospectus Supplement dated February 23, 2026 filed with the Commission on February 24, 2026.
The Company received net proceeds of approximately $1.6 million from the Offering, after deducting the estimated Offering expenses payable by the Company, including the placement agent fees. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.
In connection with the Offering, the Company entered into a placement agent agreement (the “Placement Agent Agreement”), on February 23, 2026, with Aegis Capital Corp. (the “Placement Agent”), as the exclusive placement agent for the offering. The Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds received in the Offering and reimbursed certain expenses of the Placement Agent.
The foregoing descriptions of the Placement Agent Agreement and the Securities Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and are incorporated by reference herein.
Campbells Legal (BVI) Limited, counsel to the Company, delivered opinions as to the legality of the issuance and sale of the ordinary shares and Pre-funded Warrants, and the legality and enforceability of the Pre-funded Warrants, as applicable. Attached to this report on Form 6-K as Exhibit 5.1 is a copy of the Opinion of Campbells Legal (BVI) Limited.
Attached to this report on Form 6-K as Exhibit 99.1 and Exhibit 99.2 are copies of the press releases of the Company dated February 23, 2026 titled “Abits Group Inc Announces $2.1 Million Registered Direct Offering Priced at the Market Under Nasdaq Rules” and dated February 24, 2026 titled “Abits Group Inc Announces Closing of $2.1 Million Registered Direct Offering”.
EXHIBIT INDEX
| 1.1 | Form of Placement Agent Agreement |
| 1.2 | Form of Securities Purchase Agreement |
| 5.1 | Opinion of Campbells Legal (BVI) Limited |
| 99.1 | Press Release, dated February 23, 2026 |
| 99.2 | Press Release, dated February 24, 2026 |
*****
This report on Form 6-K, including exhibit 99.1 and exhibit 99.2 hereto, 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: February 25, 2026 | By: | /s/ Conglin Deng |
| Name: | Conglin Deng | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Source: Abits Group Inc
February 23, 2026 09:00 ET
Abits Group Inc Announces $2.1 Million Registered Direct Offering Priced at the Market Under Nasdaq Rules
HONG KONG, Feb. 23, 2026 (GLOBE NEWSWIRE) -- Abits Group Inc (NASDAQ: ABTS) (the “Company”), a new generation digital center with inhouse bitcoin mining operations, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for the purchase and sale of approximately $2.1 million of Ordinary Shares and pre-funded warrants at a price of $2.65 per Ordinary Share. The entire transaction has been priced at the market under Nasdaq rules.
The offering consisted of the sale of 792,452 Ordinary Shares or Pre-Funded Warrants. The public offering price per Ordinary Share is $2.65 (or $2.64999 for each Pre-Funded Warrant, which is equal to the public offering price per Ordinary Share to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the offering, the number of Ordinary Shares in the offering will be decreased on a one-for-one basis.
Aggregate gross proceeds to the Company are expected to be approximately $2.1 million. The transaction is expected to close on or about February 24, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. is acting as exclusive placement agent for the offering. Kaufman & Canoles, P.C. is acting as U.S. counsel to the Company. Lucosky Brookman LLP is acting as U.S. counsel to Aegis Capital Corp.
The registered direct offering is being made pursuant to an effective shelf registration statement on Form F-3 (No. 333-284387) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 18, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.
Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Abits Group Inc
ABITS GROUP INC. (NASDAQ: ABTS) a BVI-incorporated company, operates a new generation data center in Tennessee through its U.S. subsidiary, Abit USA, Inc., which has self-mining bitcoin operations and colocation hosting services.
Forward-Looking Statements
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
For further information, please contact:
Abits Group Inc
Investor Relations
ir@abitgrp.com
Exhibit 99.2
Source: Abits Group Inc
February 24, 2026 12:21 ET
Abits Group Inc Announces Closing of $2.1 Million Registered Direct Offering
HONG KONG, Feb. 24, 2026 (GLOBE NEWSWIRE) -- Abits Group Inc (NASDAQ: ABTS) (the “Company”), a new generation digital center with inhouse bitcoin mining operations, today announced the closing of the previously announced 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 entire transaction was priced at the market under Nasdaq rules.
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). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.
Aggregate gross proceeds to the Company were approximately $2.1 million. The transaction closed on February 24, 2026. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. acted as exclusive placement agent for the offering. Kaufman & Canoles, P.C. acted as U.S. counsel to the Company. Lucosky Brookman LLP acted as U.S. counsel to Aegis Capital Corp.
The registered direct offering was made pursuant to an effective shelf registration statement on Form F-3 (No. 333-284387) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 18, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the offering were filed with the SEC and are available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Abits Group Inc
ABITS GROUP INC. (NASDAQ: ABTS) a BVI-incorporated company, operates a new generation data center in Tennessee through its U.S. subsidiary, Abit USA, Inc., which has self-mining bitcoin operations and colocation hosting services.
Forward-Looking Statements
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
For further information, please contact:
Abits Group Inc
Investor Relations
ir@abitgrp.com
Filing Exhibits & Attachments
11 documents