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 November 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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry
into Material Definitive Agreements
Leak-Out
Agreement and Standstill Waiver and Commitment Share True-Up Letter Agreement
As
previously reported, on September 14, 2026, Abits Group Inc, a British Virgin Islands business company (the “Company”), entered
into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Shakawe Capital LLC, a Wyoming limited liability
company (the “Investor”), under which the Company agreed to pay the Investor a commitment fee of US$7,500,000 (the “Commitment
Fee”) in Ordinary Shares or pre-funded warrants in lieu thereof (such Ordinary Shares or pre-funded warrants, the “Commitment
Shares”), subject to a true-up in the event the applicable price is then lower (any additional Commitment Shares so issued, “True-Up
Commitment Shares”).
On
October 30, 2026, the Company and the Investor entered into a Leak-Out Agreement (the “Leak-Out Agreement”) and a Standstill
Waiver and Commitment Share True-Up Letter Agreement (the “Letter Agreement”), each described below. Capitalized terms used
and not defined in this report have the meanings given to them in the Equity Purchase Agreement.
Leak-Out
Agreement
Under
the Leak-Out Agreement, the Investor and its trading affiliates may not sell or otherwise transfer Leak-Out Securities on any trading
day in excess of ten percent (10%) of that day’s Ordinary Share trading volume on The Nasdaq Capital Market, including the pre-market
and after-hours sessions and excluding sales by the Investor, its trading affiliates and any assignees. “Leak-Out Securities”
means all Commitment Shares, including all True-Up Commitment Shares. Ordinary Shares purchased by the Investor under the Equity Purchase
Agreement (“Put Shares”) or in the open market are not Leak-Out Securities.
The
restrictions continue until the Investor and its trading affiliates no longer hold, and are not entitled to receive, any Leak-Out Securities,
unless the Company releases them earlier. The Company may waive or relax the restrictions in its sole discretion. Any assignee of Leak-Out
Securities must agree to the same restrictions, and sales by the Investor, its trading affiliates and all assignees are aggregated.
Letter
Agreement
Under
the Letter Agreement, the Investor waived the post-effectiveness standstill under Section 6.13 of the Equity Purchase Agreement solely
to permit the Company to deliver put notices and to issue and sell Put Shares to the Investor following the effectiveness of the Company’s
resale registration statement on Form F-1 (the “Registration Statement”). The standstill otherwise remains in effect. In
consideration of the waiver, the Company agreed to an additional true-up of the Commitment Shares on the sixtieth (60th) calendar day
(or the next trading day if such day is not a trading day) after the effective date of the Registration Statement. The Company has agreed
to register the True-Up Commitment Shares and may need to file one or more additional registration statements to ensure such registration.
The
foregoing descriptions of the Leak-Out Agreement and the Letter Agreement are summaries of their material terms, do not purport to be
complete and are qualified in their entirety by reference to the full text of those agreements, which are filed as Exhibits 10.1 and
10.2 to this report and are incorporated herein by reference.
Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Leak-Out Agreement, dated October 30, 2026, between Abits Group Inc and Shakawe Capital LLC. |
| |
|
|
| 10.2 |
|
Standstill Waiver and Commitment Share True-Up Letter Agreement, dated October 30, 2026, between Abits Group Inc and Shakawe Capital LLC. |
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: November
2, 2026 |
By: |
/s/
Stephen Faucetta |
| |
Name: |
Stephen Faucetta |
| |
Title: |
Chief Executive Officer |
