ABTS 6-K/A
Abits Group Inc (ABTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
Amendment No. 1
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
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:
On August 13, 2025, the Registrant reported its Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 (the “Original Interim Financial Statements”) on a current report on Form 6-K (the “Form 6-K” or the “Original Report”) furnished to the Securities and Exchange Commission on August 13, 2025.
The Original Interim Financial Statements contained errors related to the shareholders’ equity of the Registrant. The Registrant was authorized to issue an unlimited number of ordinary shares, no par value each, and an unlimited number of preferred shares, no par value each, as of June 30, 2025. The Original Interim Financial Statements incorrectly stated that the Registrant’s authorized shares consisted of 3,333,333 preferred shares, $0.01515 par value each, and 10,000,000 ordinary shares, $0.015 par value each. As of June 30, 2025, the number of issued and outstanding ordinary shares was 2,369,995 shares, which was incorrectly stated as 2,370,139 ordinary shares. The Original Interim Financial Statements did not include disclosure regarding the changes to the Registrant’s authorized shares and the share consolidation effected on March 10, 2025. As a result of the above errors, the Unaudited Consolidated Balance Sheets, Unaudited Consolidated Statements Of Operations And Comprehensive Loss and Unaudited Consolidated Statements Of Changes To Shareholders’ Equity as of and for the six months ended June 30, 2025 and 2024 and related notes thereof were amended and restated.
This Amendment No. 1 to the Original Report on Form 6-K/A (the “Form 6-K/A”) is being filed to report the amendments to the Original Interim Financial Statements (the “Amended Interim Financial Statements”)
The Amended Interim Financial Statements are attached as Exhibit 99.2 to this Form 6-K/A. On September 2, 2025, the Registrant issued a press release announcing its Amended Interim Financial Statements, which press release is attached as Exhibit 99.3 to this Form 6-K/A.
No other changes have been made to the Original Report. The Form 6-K, as amended by this Form 6-K/A, speaks as of the original filing date of the Form 6-K, is not intended to reflect events that may have occurred subsequent to the original filing date of the Form 6-K and is not intended to update the disclosures made in the Form 6-K.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Financial Statements and Exhibits.
The following exhibits are attached.
Exhibit Index
| 99.2 | Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 |
|---|---|
| 99.3 | Press<br>release dated September 2, 2025 on the Amended Unaudited Consolidated Financial Statements for the Six Months Ended<br>June 30, 2025 and 2024 |
| 101.INS | Inline<br>XBRL Instance Document. |
| 101.SCH | Inline<br>XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline<br>XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline<br>XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline<br>XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline<br>XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover<br>Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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<br>GROUP INC | ||
|---|---|---|
| Date:<br>September 2, 2025 | By: | /s/<br>Deng Conglin |
| Name: | Deng<br>Conglin | |
| Title: | Chief<br>Executive Officer |
Exhibit 99.2
ABITS GROUP INC
CONSOLIDATED BALANCE SHEETS
| As of | As of | ||||||
|---|---|---|---|---|---|---|---|
| Note | June 30, 2025<br><br>(Unaudited) | December 31, 2024 | |||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash and cash equivalents | $ | 145,143 | $ | 1,118,929 | |||
| Receivable and other receivables | 492,791 | 398,707 | |||||
| Accounts prepaid | 50,000 | 160,000 | |||||
| Total current assets | 687,934 | 1,677,636 | |||||
| Digital assets | 1 | 1,964,090 | 257,753 | ||||
| Property, equipment and vehicles | 2 | 10,844,606 | 9,435,908 | ||||
| TOTAL ASSETS | 13,496,630 | 11,371,297 | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Liabilities | |||||||
| Other payables and accruals | $ | 845,206 | $ | 990,346 | |||
| Loan | 3 | 2,625,000 | - | ||||
| Total Liabilities | 3,470,206 | 990,346 | |||||
| Shareholders’ Equity | |||||||
| Preferred shares, no par value, unlimited shares authorized,<br>333,333 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively* | 5 | $ | 5,050 | $ | 5,050 | ||
| Common shares, no par value, unlimited shares authorized,<br>2,369,995 and 2,370,139 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively* | 5 | 35,554 | 35,554 | ||||
| Additional paid-in capital | 89,290,193 | 89,290,193 | |||||
| Accumulated deficit | (79,158,170 | ) | (78,803,383 | ) | |||
| Accumulated other comprehensive income | (146,203 | ) | (146,463 | ) | |||
| Total Shareholders’ Equity | 10,026,424 | 10,380,951 | |||||
| Total Liabilities and Shareholders’ Equity | $ | 13,496,630 | $ | 11,371,297 | |||
| * | Retrospectively restated for the one-for-fifteen share consolidation<br>effected on March 10, 2025. | ||||||
| --- | --- | ||||||
| F-1 | |||||||
| --- |
ABITS GROUP INC
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Six Months Ended | Six Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| Note | June 30, 2025 | June 30, 2024 | |||||
| Revenue | 4 | $ | 3,995,558 | $ | 3,669,627 | ||
| Direct costs of revenue | (1,856,866 | ) | (1,647,732 | ) | |||
| Profit from operations | 2,138,692 | 2,021,895 | |||||
| General and administrative expenses | (1,133,589 | ) | (1,119,138 | ) | |||
| Depreciation | (1,619,905 | ) | (1,274,029 | ) | |||
| Fair value changes of digital assets | 364,800 | 357,308 | |||||
| Loss before interest and taxes | (250,002 | ) | (13,964 | ) | |||
| Interest expense | 3 | (90,000 | ) | - | |||
| Loss before tax | (340,002 | ) | (13,964 | ) | |||
| Income taxes | (14,785 | ) | - | ||||
| Loss after tax | (354,787 | ) | (13,964 | ) | |||
| Foreign exchange adjustment | 260 | (17,382 | ) | ||||
| Comprehensive loss for the period | $ | (354,527 | ) | $ | (31,346 | ) | |
| Basic and diluted loss per ordinary share | 5 | $ | (0.15 | ) | $ | (0.013 | ) |
| Basic and diluted average number of ordinary shares outstanding* | 5 | 2,369,995 | 2,369,995 | ||||
| * | Retrospectively restated for the one-for-fifteen<br>share consolidation effected on March 10, 2025. | ||||||
| --- | --- | ||||||
| F-2 | |||||||
| --- |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS’ EQUITY
| Accumulated | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Shares* | Ordinary Shares* | Additional<br><br>paid-in | Accumulated | other<br><br>comprehensive | ||||||||||||||||
| Number | Amount | Number | Amount | capital | deficit | income | Total | |||||||||||||
| Balance, December 31, 2023 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (77,893,723 | ) | (124,414 | ) | 11,312,660 | ||||||||||
| Net loss for the year | - | - | - | - | - | (909,660 | ) | - | (909,660 | ) | ||||||||||
| Foreign exchange adjustment | - | - | - | - | - | - | (22,049 | ) | (22,049 | ) | ||||||||||
| Fractional share redemption | (144 | ) | ||||||||||||||||||
| 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 period | - | - | - | - | - | (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 | ||||||||||
| * | Retrospectively<br>restated for the one-for-fifteen share consolidation effected on March 10, 2025. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| F-3 | ||||||||||||||||||||
| --- |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the<br><br>Six Months Ended | For the<br><br>Six Months Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | |||||
| Net loss for the period | $ | (354,787 | ) | $ | (13,964 | ) |
| Adjustment to reconcile cash used in operating activities: | ||||||
| Depreciation of property, equipment and vehicles | 1,619,905 | 1,274,028 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables, other receivables and prepaid | 15,916 | 403,544 | ||||
| Other payable and accruals | (145,140 | ) | (84,909 | ) | ||
| Digital assets | (1,706,337 | ) | (352,026 | ) | ||
| Net cash (used in)/generated from operating activities | (570,443 | ) | 1,226,673 | |||
| Cash from Investing activities: | ||||||
| Purchase of property, equipment and vehicles | (3,028,603 | ) | (1,696,907 | ) | ||
| Net cash used in investing activities: | (3,028,603 | ) | (1,696,907 | ) | ||
| Cash from financing activities: | ||||||
| Loan from a third party | 3,000,000 | - | ||||
| Repayments of loan | (375,000 | ) | - | |||
| Net cash generated from financing activities | 2,625,000 | - | ||||
| Effect of exchange rates on cash and cash equivalents | 260 | (17,382 | ) | |||
| Net decrease in cash and cash equivalents | (973,786 | ) | (487,616 | ) | ||
| Cash and cash equivalents, beginning of period | 1,118,929 | 884,199 | ||||
| Cash and cash equivalents, end of period | $ | 145,143 | $ | 396,583 |
See accompanying notes to consolidated financial statements
| F-4 |
|---|
ABITS GROUP INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Digital assets
| June 30, 2025 | December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BTC | Number | Value | Number | Value | ||||||||
| Stock of bitcoins at the beginning of the year | 2.58 | 246,136 | 16.41 | 693,389 | ||||||||
| Mined during the year | 40.27 | 3,859,668 | 100.55 | 6,570,519 | ||||||||
| Exchanged for USD | (23.54 | ) | (2,180,105 | ) | (97.59 | ) | (6,360,675 | ) | ||||
| Exchanged for USDT | (3.61 | ) | (326,409 | ) | (16.79 | ) | (1,180,595 | ) | ||||
| Change in fair value of Bitcoin | - | 364,800 | - | 523,498 | ||||||||
| Stock of bitcoins at the end of the year | 15.70 | $ | 1,964,090 | 2.58 | $ | 246,136 | ||||||
| USDC (one unit = one dollar) | ||||||||||||
| Balance brought forward: | - | - | - | 320,458 | ||||||||
| Exchange for USD | - | - | - | (45,168 | ) | |||||||
| Exchange for USDT | - | - | - | (5,437 | ) | |||||||
| Procurement of equipment and expenses | - | - | - | (269,853 | ) | |||||||
| Balance carried forward: | - | - | - | - | ||||||||
| USDT (one unit = one dollar) | ||||||||||||
| Balance brought forward: | - | 11,617 | - | 180,310 | ||||||||
| Proceeds from exchange of USD and USDC | - | 2,381,843 | - | 421,254 | ||||||||
| Proceeds from exchange of bitcoins | - | 326,409 | - | 1,180,595 | ||||||||
| Procurement of equipment and expenses | - | (2,719,869 | ) | - | (1,770,542 | ) | ||||||
| Proceeds from sale of used equipment | - | - | - | - | ||||||||
| Balance carried forward: | - | - | - | 11,617 | ||||||||
| - | $ | 1,964,090 | - | $ | 257,753 | |||||||
| F-5 | ||||||||||||
| --- |
2. Property, equipment and vehicles
| Cost: | Land | Plant | Equipment | Vehicles | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2025 | $ | 1,896,291 | $ | 2,384,687 | $ | 8,127,643 | $ | 133,308 | $ | 12,541,929 |
| Additions | - | 128,390 | 2,900,215 | - | 3,028,605 | |||||
| Balance, June 30, 2025 | $ | 1,896,291 | $2,513,077 | $ | 11,027,858 | $ | 133,308 | $15,570,534 | ||
| Depreciation: | ||||||||||
| Balance, January 1, 2025 | $ | 526,079 | $ | 2,458,739 | $ | 121,205 | $ | 3,106,023 | ||
| Charge for the period | 243,477 | 1,364,325 | 12,103 | 1,619,905 | ||||||
| Balance, June 30, 2025 | - | $ | 769,556 | $ | 3,823,064 | $ | 133,308 | $ 4,725,928 | ||
| Net book value: | ||||||||||
| Balance, January 1, 2025 | $ | 1,896,291 | $ | 1,858,609 | $ | 5,668,904 | $ | 12,103 | $ | 9,435,907 |
| Balance, June 30, 2025 | $ | 1,896,291 | $ | 1,743,521 | $ | 7,204,794 | - | $ | 10,844,606 |
3. L oan and interest expense
In March 2025, the Company took a loan of $ 3.0 million, with interest at a simple rate of 12% per annum. The loan is repayable in 24 equal instalments and is secured on all the assets of the Company’s mining site at Duff, Tennessee. The interest expense for the period to June 30, 2025 is $90,000 (2024: Nil.
4. Revenue
| 2025-1H | 2024-1H | |||
|---|---|---|---|---|
| Bitcoin Operations ^(1)^ | 3,859,669 | 3,669,236 | ||
| Hosting income from third parties ^(2)^ | 135,889 | - | ||
| 3,995,558 | 3,669,236 |
^(1)^ The output of bitcoins during the first half year of 2025 is 40.27 coins (2024-1H:61.53 coins).
^(2)^ The Company began providing hosting services to third parties and charging a service fee from July 1, 2024.
5. Shareholders’ Equity
Preferred Shares
On February 13, 2025, the board of directors (the “Board of Directors”) of the Company approved to change the maximum number of preferred shares the Company was authorized to issue from 50,000,000 preferred shares, par value $0.00101 each, to an unlimited number of preferred shares, no par value each, and to amend and restate the Company’s Memorandum and Articles of Association, as amended, to reflect the changes.
On February 13, 2025, the Board of Directors approved a share consolidation of the Company’s preferred shares at the ratio of one-for-fifteen with an effective date of February 17, 2025.
Ordinary Shares
On February 13, 2025, the Board of Directors approved to change the maximum number of ordinary shares the Company was authorized to issue from 150,000,000 ordinary shares, par value US$0.001 each, to an unlimited number of ordinary shares of no par value each, and to amend and restate the Company’s Memorandum and Articles of Association, as amended, to reflect the changes.
On February 13, 2025, the Board of Directors approved a share consolidation of the Company’s ordinary shares at the ratio of one-for-fifteen with an effective date of February 17, 2025. On March 18, 2025, the Company paid cash to certain minor shareholders and cancelled 144 ordinary shares due to share consolidation reconciliation.
All historical share and per share amounts in these financial statements have been retroactively adjusted to reflect the share consolidations.
| F-6 |
|---|
Exhibit 99.3
Abits Group Inc Reports Amended Unaudited Financial Statements for the First Half of 2025
Hong Kong, September 02, 2025 (GLOBE NEWSWIRE) – Abits Group Inc (NASDAQ: ABTS) today announced it has recently made certain corrections to its unaudited financial statements for the six months ended June 30, 2025 that were announced on August 13, 2025.
The items that were corrected were the number of the Company’s authorized shares and the number of issued and outstanding shares as of June 30, 2025. A note describing these changes as a result of the reverse split that was effected on March 10, 2025 is included as Note 5 to the amended financial statements. All other financial figures, including the loss for the period of six months to June 30, 2025 and the loss per share remain unchanged.
The amended unaudited financial statements for the six months ended June 30, 2025 are attached to this press release.
ABITS GROUP INC
CONSOLIDATED BALANCE SHEETS
| As of | As of | ||||||
|---|---|---|---|---|---|---|---|
| Note | June 30, 2025<br><br>(Unaudited) | December 31, 2024 | |||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash and cash equivalents | $ | 145,143 | $ | 1,118,929 | |||
| Receivable and other receivables | 492,791 | 398,707 | |||||
| Accounts prepaid | 50,000 | 160,000 | |||||
| Total current assets | 687,934 | 1,677,636 | |||||
| Digital assets | 1 | 1,964,090 | 257,753 | ||||
| Property, equipment and vehicles | 2 | 10,844,606 | 9,435,908 | ||||
| TOTAL ASSETS | 13,496,630 | 11,371,297 | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Liabilities | |||||||
| Other payables and accruals | $ | 845,206 | $ | 990,346 | |||
| Loan | 3 | 2,625,000 | - | ||||
| Total Liabilities | 3,470,206 | 990,346 | |||||
| Shareholders’ Equity | |||||||
| Preferred shares, no par value, unlimited shares authorized,<br>333,333 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively* | 5 | $ | 5,050 | $ | 5,050 | ||
| Common shares, no par value, unlimited<br>shares authorized, 2,369,995 and 2,370,139 shares issued and outstanding as of June 30, 2025 and December 31, 2024,<br>respectively* | 5 | 35,554 | 35,554 | ||||
| Additional paid-in capital | 89,290,193 | 89,290,193 | |||||
| Accumulated deficit | (79,158,170 | ) | (78,803,383 | ) | |||
| Accumulated other comprehensive income | (146,203 | ) | (146,463 | ) | |||
| Total Shareholders’ Equity | 10,026,424 | 10,380,951 | |||||
| Total Liabilities and Shareholders’ Equity | $ | 13,496,630 | $ | 11,371,297 | |||
| * | Retrospectively restated for the one-for-fifteen<br>share consolidation effected on March 10, 2025. | ||||||
| --- | --- | ||||||
| F-1 | |||||||
| --- |
ABITS GROUP INC
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Six Months Ended | Six Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| Note | June 30, 2025 | June 30, 2024 | |||||
| Revenue | 4 | $ | 3,995,558 | $ | 3,669,627 | ||
| Direct costs of revenue | (1,856,866 | ) | (1,647,732 | ) | |||
| Profit from operations | 2,138,692 | 2,021,895 | |||||
| General and administrative expenses | (1,133,589 | ) | (1,119,138 | ) | |||
| Depreciation | (1,619,905 | ) | (1,274,029 | ) | |||
| Fair value changes of digital assets | 364,800 | 357,308 | |||||
| Loss before interest and taxes | (250,002 | ) | (13,964 | ) | |||
| Interest expense | 3 | (90,000 | ) | - | |||
| Loss before tax | (340,002 | ) | (13,964 | ) | |||
| Income taxes | (14,785 | ) | - | ||||
| Loss after tax | (354,787 | ) | (13,964 | ) | |||
| Foreign exchange adjustment | 260 | (17,382 | ) | ||||
| Comprehensive loss for the period | $ | (354,527 | ) | $ | (31,346 | ) | |
| Basic and diluted loss per ordinary share | 5 | $ | (0.15 | ) | $ | (0.013 | ) |
| Basic and diluted average number of ordinary shares outstanding* | 5 | 2,369,995 | 2,369,995 | ||||
| * | Retrospectively restated for the one-for-fifteen share<br>consolidation effected on March 10, 2025. | ||||||
| --- | --- | ||||||
| F-2 | |||||||
| --- |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS’ EQUITY
| Accumulated | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Shares* | Ordinary Shares* | Additional<br><br>paid-in | Accumulated | other<br><br>comprehensive | ||||||||||||||||
| Number | Amount | Number | Amount | capital | deficit | income | Total | |||||||||||||
| Balance, December 31, 2023 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (77,893,723 | ) | (124,414 | ) | 11,312,660 | ||||||||||
| Net loss for the year | - | - | - | - | - | (909,660 | ) | - | (909,660 | ) | ||||||||||
| Foreign exchange adjustment | - | - | - | - | - | - | (22,049 | ) | (22,049 | ) | ||||||||||
| Fractional share redemption | (144 | ) | ||||||||||||||||||
| 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 period | - | - | - | - | - | (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 | ||||||||||
| * | Retrospectively<br>restated for the one-for-fifteen share consolidation effected on March 10, 2025. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| F-3 | ||||||||||||||||||||
| --- |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the<br><br>Six Months Ended | For the<br><br>Six Months Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | |||||
| Net loss for the period | $ | (354,787 | ) | $ | (13,964 | ) |
| Adjustment to reconcile cash used in operating activities: | ||||||
| Depreciation of property, equipment and vehicles | 1,619,905 | 1,274,028 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables, other receivables and prepaid | 15,916 | 403,544 | ||||
| Other payable and accruals | (145,140 | ) | (84,909 | ) | ||
| Digital assets | (1,706,337 | ) | (352,026 | ) | ||
| Net cash (used in)/generated from operating activities | (570,443 | ) | 1,226,673 | |||
| Cash from Investing activities: | ||||||
| Purchase of property, equipment and vehicles | (3,028,603 | ) | (1,696,907 | ) | ||
| Net cash used in investing activities: | (3,028,603 | ) | (1,696,907 | ) | ||
| Cash from financing activities: | ||||||
| Loan from a third party | 3,000,000 | - | ||||
| Repayments of loan | (375,000 | ) | - | |||
| Net cash generated from financing activities | 2,625,000 | - | ||||
| Effect of exchange rates on cash and cash equivalents | 260 | (17,382 | ) | |||
| Net decrease in cash and cash equivalents | (973,786 | ) | (487,616 | ) | ||
| Cash and cash equivalents, beginning of period | 1,118,929 | 884,199 | ||||
| Cash and cash equivalents, end of period | $ | 145,143 | $ | 396,583 |
See accompanying notes to consolidated financial statements
| F-4 |
|---|
ABITS GROUP INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Digital assets
| June 30, 2025 | December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BTC | Number | Value | Number | Value | ||||||||
| Stock of bitcoins at the beginning of the year | 2.58 | 246,136 | 16.41 | 693,389 | ||||||||
| Mined during the year | 40.27 | 3,859,668 | 100.55 | 6,570,519 | ||||||||
| Exchanged for USD | (23.54 | ) | (2,180,105 | ) | (97.59 | ) | (6,360,675 | ) | ||||
| Exchanged for USDT | (3.61 | ) | (326,409 | ) | (16.79 | ) | (1,180,595 | ) | ||||
| Change in fair value of Bitcoin | - | 364,800 | - | 523,498 | ||||||||
| Stock of bitcoins at the end of the year | 15.70 | $ | 1,964,090 | 2.58 | $ | 246,136 | ||||||
| USDC (one unit = one dollar) | ||||||||||||
| Balance brought forward: | - | - | - | 320,458 | ||||||||
| Exchange for USD | - | - | - | (45,168 | ) | |||||||
| Exchange for USDT | - | - | - | (5,437 | ) | |||||||
| Procurement of equipment and expenses | - | - | - | (269,853 | ) | |||||||
| Balance carried forward: | - | - | - | - | ||||||||
| USDT (one unit = one dollar) | ||||||||||||
| Balance brought forward: | - | 11,617 | - | 180,310 | ||||||||
| Proceeds from exchange of USD and USDC | - | 2,381,843 | - | 421,254 | ||||||||
| Proceeds from exchange of bitcoins | - | 326,409 | - | 1,180,595 | ||||||||
| Procurement of equipment and expenses | - | (2,719,869 | ) | - | (1,770,542 | ) | ||||||
| Proceeds from sale of used equipment | - | - | - | - | ||||||||
| Balance carried forward: | - | - | - | 11,617 | ||||||||
| - | $ | 1,964,090 | - | $ | 257,753 | |||||||
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2. Property, equipment and vehicles
| Cost: | Land | Plant | Equipment | Vehicles | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2025 | $ | 1,896,291 | $ | 2,384,687 | $ | 8,127,643 | $ | 133,308 | $ | 12,541,929 |
| Additions | - | 128,390 | 2,900,215 | - | 3,028,605 | |||||
| Balance, June 30, 2025 | $ | 1,896,291 | $2,513,077 | $ | 11,027,858 | $ | 133,308 | $15,570,534 | ||
| Depreciation: | ||||||||||
| Balance, January 1, 2025 | $ | 526,079 | $ | 2,458,739 | $ | 121,205 | $ | 3,106,023 | ||
| Charge for the period | 243,477 | 1,364,325 | 12,103 | 1,619,905 | ||||||
| Balance, June 30, 2025 | - | $ | 769,556 | $ | 3,823,064 | $ | 133,308 | $ 4,725,928 | ||
| Net book value: | ||||||||||
| Balance, January 1, 2025 | $ | 1,896,291 | $ | 1,858,609 | $ | 5,668,904 | $ | 12,103 | $ | 9,435,907 |
| Balance, June 30, 2025 | $ | 1,896,291 | $ | 1,743,521 | $ | 7,204,794 | - | $ | 10,844,606 |
3. L oan and interest expense
In March 2025, the Company took a loan of $ 3.0 million, with interest at a simple rate of 12% per annum. The loan is repayable in 24 equal instalments and is secured on all the assets of the Company’s mining site at Duff, Tennessee. The interest expense for the period to June 30, 2025 is $90,000 (2024: Nil.
4. Revenue
| 2025-1H | 2024-1H | |||
|---|---|---|---|---|
| Bitcoin Operations ^(1)^ | 3,859,669 | 3,669,236 | ||
| Hosting income from third parties ^(2)^ | 135,889 | - | ||
| 3,995,558 | 3,669,236 |
^(1)^ The output of bitcoins during the first half year of 2025 is 40.27 coins (2024-1H:61.53 coins).
^(2)^ The Company began providing hosting services to third parties and charging a service fee from July 1, 2024.
5. Shareholders’ Equity
Preferred Shares
On February 13, 2025, the board of directors (the “Board of Directors”) of the Company approved to change the maximum number of preferred shares the Company was authorized to issue from 50,000,000 preferred shares, par value $0.00101 each, to an unlimited number of preferred shares, no par value each, and to amend and restate the Company’s Memorandum and Articles of Association, as amended, to reflect the changes.
On February 13, 2025, the Board of Directors approved a share consolidation of the Company’s preferred shares at the ratio of one-for-fifteen with an effective date of February 17, 2025.
Ordinary Shares
On February 13, 2025, the Board of Directors approved to change the maximum number of ordinary shares the Company was authorized to issue from 150,000,000 ordinary shares, par value US$0.001 each, to an unlimited number of ordinary shares of no par value each, and to amend and restate the Company’s Memorandum and Articles of Association, as amended, to reflect the changes.
On February 13, 2025, the Board of Directors approved a share consolidation of the Company’s ordinary shares at the ratio of one-for-fifteen with an effective date of February 17, 2025. On March 18, 2025, the Company paid cash to certain minor shareholders and cancelled 144 ordinary shares due to share consolidation reconciliation.
All historical share and per share amounts in these financial statements have been retroactively adjusted to reflect the share consolidations.
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.
For further information, please contact
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