Abits Group Inc. (ABTS) CEO sells entire stake, gains $5M contingent right

Rhea-AI Filing Summary

Abits Group Inc discloses that Conglin Deng, its CEO and Chair, has transferred all Ordinary Shares and Preferred Shares he owned, directly and indirectly, to ARC Group International Ltd. under a securities purchase agreement dated August 5, 2026. The transaction closed on August 6, 2026, and Deng now reports 0 shares and 0% beneficial ownership of both classes.

The agreement provides a contingent consideration: if Abits Group completes a Business Acquisition within a 180-day Acquisition Period after closing, the company will issue to Deng additional Ordinary Shares valued at $5,000,000, calculated using the lowest 10-day VWAP from specified reference points. If no such acquisition occurs, the purchaser will pay Deng $5,000,000 in cash within 30 days after the Acquisition Period.

Key Figures

Ordinary and Preferred Shares owned after transaction: 0.00 shares Percent of class owned after transaction: 0 % Contingent share or cash consideration: $5,000,000 +5 more

8 metrics

Ordinary and Preferred Shares owned after transaction 0.00 shares Beneficial ownership reported as of Amendment No. 2

Percent of class owned after transaction 0 % Percent of Ordinary Shares represented by Row (11)

Contingent share or cash consideration $5,000,000 Value of Additional Ordinary Shares or alternative cash payment

Acquisition Period length 180 days Period following closing in which a Business Acquisition may trigger Additional Ordinary Shares

VWAP calculation window 10 consecutive Trading Days Period used to determine VWAP for Additional Ordinary Shares pricing

Share issuance timing after Business Acquisition five business days Deadline to issue Additional Ordinary Shares after consummation of a Business Acquisition

Cash payment deadline if no acquisition 30 days Time after Acquisition Period for purchaser to pay $5,000,000 in cash

Closing date of share transfer August 6, 2026 Date the securities purchase transaction closed

Key Terms

beneficial owner, Business Acquisition, Acquisition Period, volume weighted average price, +1 more

5 terms

beneficial owner regulatory

"ceased to be the beneficial owner of more than 5% of the Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Business Acquisition financial

"if the Issuer acquires additional assets or business operations from a third party (each, a "Business Acquisition")"

Acquisition Period financial

"within 180 days following the closing of the transaction (the "Acquisition Period")"

volume weighted average price financial

"based on the volume weighted average price ("VWAP") per share of the Ordinary Shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Trading Days financial

"during the 10 consecutive Trading Days (as defined in the Agreement) immediately preceding"

Trading days are the specific days when a stock exchange is open and buying and selling of securities can occur, excluding weekends and exchange-declared holidays. Investors use trading days to measure performance, calculate settlement deadlines and time-sensitive events—think of them as the business hours calendar for markets, where returns, volumes and deadlines are counted only on days the market is operating.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/10/2026 - 09:55 PM Accepted by SEC EDGAR 08/10/2026 - 09:55 PM Learn about SEC filing dates

FAQ

What change in ownership does this Schedule 13D/A report for ABTS?

The amendment reports that Conglin Deng now holds 0 Ordinary and Preferred Shares of Abits Group Inc., reducing his beneficial ownership to 0% following a securities purchase agreement that closed on August 6, 2026.

Who acquired Conglin Deng’s shares in Abits Group Inc. (ABTS)?

All Ordinary and Preferred Shares owned directly or indirectly by Conglin Deng were sold to ARC Group International Ltd. under a securities purchase agreement dated August 5, 2026, which closed on August 6, 2026.

Does Conglin Deng retain any future rights to Abits Group Inc. (ABTS) shares?

Yes. If Abits Group completes a Business Acquisition within a 180-day Acquisition Period, it will issue Deng additional Ordinary Shares with an aggregate value of $5,000,000, based on a VWAP formula, within five business days of closing.

What happens if Abits Group Inc. (ABTS) does not complete a Business Acquisition?

If no Business Acquisition is consummated within the 180-day Acquisition Period, ARC Group International Ltd. must pay $5,000,000 in cash to Conglin Deng within 30 days following the end of that period.

When did Conglin Deng cease to be a 5% beneficial owner of ABTS?

Conglin Deng ceased to be the beneficial owner of more than 5% of Abits Group’s Ordinary or Preferred Shares on August 6, 2026, the closing date of the securities purchase transaction with ARC Group International Ltd.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Abits Group Inc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G6S34K113

(CUSIP Number)

Conglin Deng
Level 24, Lee Garden One, 33 Hysan Avenu, Causeway Bay
Hong Kong, K3, 999077
852 6915 7257

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G6S34K113

1

Name of reporting person

Conglin Deng

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: Abits Group Inc
(c)	Address of Issuer's Principal Executive Offices: Level 24, Lee Garden One, 33 Hysan Avenu, Causeway Bay, Hong Kong, HONG KONG , 999077.
Item 1 Comment: This statement relates to the ordinary shares, no par value per share (the "Ordinary Shares"), and the preferred shares, no par value per share (the "Preferred Shares"), of the Issuer.
Item 2.	Identity and Background
(a)	This statement is being filed by Conglin Deng, CEO and Chaiman of the Board of Directors of the Issuer, hereinafter referred to as the "Reporting Person."
(b)	The address of the Reporting Person is: Flat B, 17/F, Tower 1, Grand Homm, Ho Man Tin, Kowloon, Hong Kong
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On August 5, 2026, the Reporting Person and two companies controlled by the Reporting Person (collectively, the "Sellers") entered into a securities purchase agreement (the "Agreement") with ARC Group International Ltd., a Hong Kong company (the "Purchaser"), and the Issuer. Pursuant to the Agreement, the Sellers agreed to transfer and sell all of the Ordinary Shares and the Preferred Shares of the Issuer owned, directly and indirectly, by the Reporting Person to the Purchaser. Upon the satisfaction or waiver of all conditions set forth in the Agreement, the transaction closed on August 6, 2026, resulting in changes in the number of the Ordinary Shares and the Preferred Shares beneficially owned by the Reporting Person. Following the transaction, the Reporting Person ceased to be a record and beneficial owner of any Ordinary Shares or Preferred Shares of the Issuer, except that the Reporting Person has a future subscription right under certain circumstance as described in Item 6 below.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Amendment No. 2, the Reporting Person does not beneficially own any Ordinary Shares or Preferred Shares of the Issuer.
(b)	The information required by Item 5(b) is set forth in Rows 7 through 10 of the cover page for the Reporting Person and is incorporated herein by reference.
(c)	Except as described herein, the Reporting Person has not effected any transactions in the Ordinary Shares or Preferred Shares of the Issuer during the past 60 days.
(d)	Not applicable
(e)	On August 6, 2026, the Reporting person ceased to be the beneficial owner of more than 5% of the Ordinary Shares or Preferred Shares of the Issuer.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and restated as follows: The information disclosed under Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 6. In connection with the transaction, the parties to the Agreement also agreed that, if the Issuer acquires additional assets or business operations from a third party (each, a "Business Acquisition") within 180 days following the closing of the transaction (the "Acquisition Period"), the Issuer would issue additional Ordinary Shares to the Reporting Person, having an aggregate value of $5,000,000 (the "Additional Ordinary Shares"). The number of Additional Ordinary Shares issuable would be determined based on the volume weighted average price ("VWAP") per share of the Ordinary Shares (as reported by Nasdaq or such other nationally recognized exchange on which the Company's securities are then listed for trading, and if none or not otherwise available, then as reported by Bloomberg, L.P.) during the 10 consecutive Trading Days (as defined in the Agreement) immediately preceding (a) the public announcement of such Business Acquisition, (b) the entry into definitive transaction documents in connection with such Business Acquisition or (c) the date of issuance thereof, whichever such period (a), (b) or (c) has the lowest VWAP. The Additional Ordinary Shares would be issued to the Reporting Person within five business days following consummation of such Business Acquisition. In the event the Company does not consummate a Business Acquisition within the Acquisition Period, the Purchaser would pay the Reporting Person $5,000,000 in cash within 30 days following the Acquisition Period.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Securities Purchase Agreement, dated August 5, 2026, by and among Conglin (Forrest) Deng, Bridgeforrest (BVI) Inc., Alwin Creative Inc., ARC Group International Ltd. and Abits Group Inc

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Conglin Deng

Signature:	/s/ Conglin Deng
Name/Title:	Conglin Deng
Date:	08/10/2026