Abits Group Inc reports that Empery Asset Management, LP and Ryan M. Lane together beneficially own 9.99% of Ordinary Shares, including Ordinary Shares issuable upon exercise of warrants, as reflected on this Schedule 13G.
The calculation is based on 2,639,447 Ordinary Shares outstanding as of February 22, 2026 and gives effect to a contractual "Blocker" that prevents exercise of warrants to the extent it would raise beneficial ownership above 9.99%. The cover page shows 273,771 shares reported as beneficially owned and notes 101,010 Ordinary Shares issuable upon exercise of the Warrants.
Positive
None.
Negative
None.
Insights
Empery and Mr. Lane report a near-10% stake limited by a contractual blocker.
The filing lists 273,771 Ordinary Shares and includes 101,010 shares issuable on warrants; the ownership percentage is computed on 2,639,447 shares outstanding as of February 22, 2026. The filing treats the Investment Manager and the Reporting Individual as beneficial owners through investment-management relationships.
The disclosure highlights a literal "Blocker" that restricts warrant exercises above 9.99%. Subsequent filings would show any changes to exercised warrants or post-exercise ownership.
Schedule 13G used for passive/beneficial ownership reporting; calculations follow the prospectus‑based share count.
The statement references an aggregate share count that combines Prospectus Supplement figures and recently issued shares to reach 2,639,447 Ordinary Shares. The cover page percentages explicitly reflect the Blocker and the inclusion of warrants in beneficial-ownership math.
Signatures include both institutional and individual attestations. Any material change in holdings or voting power would require an amended filing per Section 13 rules.
Key Figures
Shares outstanding used in calculation:2,639,447 sharesBeneficial ownership reported:273,771 sharesOwnership percentage:9.99%+1 more
4 metrics
Shares outstanding used in calculation2,639,447 sharesas of February 22, 2026
Beneficial ownership reported273,771 sharesreported on cover page
Ownership percentage9.99%beneficial ownership giving effect to the Blocker
Warrants issuable101,010 sharesOrdinary Shares issuable upon exercise of the Warrants
Key Terms
Blocker, Warrants, Schedule 13G
3 terms
Blockerregulatory
"cannot exercise the Warrants to the extent the Reporting Persons would beneficially own"
Warrantsfinancial
"Ordinary Shares issuable upon exercise of the Warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Schedule 13Gregulatory
"This statement is filed by the entities and persons listed below"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Abits Group Inc
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G6S34K113
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G6S34K113
1
Names of Reporting Persons
Empery Asset Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
273,771.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
273,771.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
273,771.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 101,010 Ordinary Shares issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP Number(s):
G6S34K113
1
Names of Reporting Persons
Ryan M. Lane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
273,771.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
273,771.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
273,771.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 101,010 Ordinary Shares issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Abits Group Inc
(b)
Address of issuer's principal executive offices:
Level 24 Lee Garden One 33 Hysan Avenue Causeway Bay, Hong Kong SAR, Hong Kong
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Ordinary Shares, no par value (the "Ordinary Shares") and the Ordinary Shares issuable upon exercise of warrants (the "Warrants") of Abits Group Inc., a BVI corporation (the "Company"):
(i) Empery Asset Management, LP (the "Investment Manager"), with respect to the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants held by, funds to which the Investment Manager serves as investment manager (the "Empery Funds"); and
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager to each of the Empery Funds. Mr. Lane (the "Reporting Individual") is the managing member of a limited liability company that is the managing member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Ordinary Shares, no par value
(e)
CUSIP Number(s):
G6S34K113
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 2,639,447 Ordinary Shares outstanding as of February 22, 2026, including 2,369,995 Ordinary Shares outstanding as reported in the Company's Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on February 24, 2026, 269,452 Ordinary Shares issued on or about February 24, 2026, and assumes exercise of the Warrants (subject to the Blocker (as defined below)).
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Ordinary Shares (the "Blocker"), and the Ordinary Shares listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blocker.
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all of the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The Reporting Individual, as the managing member of a limited liability company that is the managing member of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Ordinary Shares owned by another Reporting Person. Each of the Empery Funds and the Reporting Individual hereby disclaims any beneficial ownership of any such Ordinary Shares.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a) above.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What stake does Empery Asset Management report in ABTS?
Empery Asset Management and Ryan M. Lane report a combined 9.99% beneficial ownership. This figure reflects 273,771 Ordinary Shares and includes shares issuable upon exercise of warrants.
How was the 9.99% ownership percentage calculated for ABTS?
The percentage is based on an aggregate of 2,639,447 Ordinary Shares outstanding as of February 22, 2026, incorporating prospectus figures and recently issued shares and assuming warrant exercise subject to the Blocker.
What is the "Blocker" referenced in the Schedule 13G?
The "Blocker" is a contractual limit that prevents exercise of the Warrants if doing so would raise beneficial ownership above 9.99%, and the reported percentages give effect to that restriction.
How many shares are issuable upon exercise of the warrants?
The filing states that 101,010 Ordinary Shares are issuable upon exercise of the Warrants and that these shares are included in the beneficial ownership calculations, subject to the Blocker.
Who is Ryan M. Lane in the filing for ABTS?
Ryan M. Lane is the Reporting Individual and managing member connected to the Investment Manager; he is reported as having shared voting and dispositive power over the 273,771 shares disclosed.
