6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of October 2024

CommissionFile Number: 333-256665

ABITSGROUP INC

Level24, Lee Garden One, 33 Hysan Avenue

CausewayBay

HongKong SAR, China

(Addressof 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 ☐

ExplanatoryNote:

On October 15, 2024, Abits Group Inc (the “Company”) issued a press release announcing that its 2024 annual meeting of shareholders will be held on December 10, 2024, at 11:00 A.M., Hong Kong Time (10:00 P.M. Eastern Time, on December 9, 2024), at Level 24, 33 Hysan Avenue, Causeway Bay, Hong Kong SAR, China. Shareholders as of the record date, close of business on October 23, 2024 will be entitled to vote at the meeting.

Although the Company does not provide its shareholders with a right to put any proposals before its annual meetings, any shareholder may submit a proposal to the Company for consideration of inclusion in a proxy statement. The Company has determined that October 23, 2024 should be the deadline for receipt of proposals. Such proposals by mail should be delivered to: Abits Group Inc, Level 24, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong SAR, China, Attention: Corporate Secretary. Proposals by email should be sent to: [email protected].

The press release is attached as Exhibit 99.1 to this Current Report on Form 6-K.

ExhibitIndex

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.

Exhibit99.1

AbitsGroup to Hold Annual Meeting of Shareholders on December 10, 2024

HongKong, October 15, 2024 (GLOBE NEWSWIRE) – Abits Group Inc (the “Company”) (NASDAQ: ABTS), a company engaged in the bitcoin mining and related service business, today announced that the Company’s 2024 annual meeting of shareholders will be held on December 10, 2024 at 11:00 A.M., Hong Kong Time (10:00 P.M., Easter Time, on December 9, 2024), at Level 24, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong SAR, China. Shareholders as of the record date, close of business on October 23, 2024, will be entitled to vote at the meeting.

Although the Company does not provide its shareholders with any right to put any proposals before its annual meetings, any shareholder may submit a proposal to the Company for consideration of inclusion in a proxy statement. The Company has determined that October 23, 2024 should be the deadline for receipt of proposals. Such proposals by mail should be delivered to: Abits Group Inc, Level 24, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong SAR, China, Attention: Corporate Secretary. Proposals by email should be sent to: [email protected].

AboutAbits Group Inc

Abits Group Inc (formerly Abits Group Inc), a company organized in the British Virgin Islands in May 2021, is the surviving company following its merger with Moxian, Inc. in August 2021. Abits Group Inc is a new generation digital company, with self-mining operations in the State of Tennessee through a wholly owned subsidiary, ABIT USA, Inc.

Forward-LookingStatements

Thisannouncement contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934 as amended. These forward-lookingstatements are based on the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and may be governed by termssuch as “will,” “expect,” “anticipate,” “future,” “intend,” “plan,”Believe, “estimate”, “potential”, “continue”, “in progress”, “goal”, “guidanceexpectations” and similar statements are identified. The company may also include in its periodic reports to the US Securitiesand Exchange Commission (“SEC”), annual reports to shareholders, press releases and other written materials, as well as oralstatements from third parties to the company’s management, directors or employees. Oral forward-looking statements. Any statementsthat are not historical facts, including statements about the company’s philosophy and expectations, are forward-looking statementsthat involve factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-lookingstatements. These factors and risks include, but are not limited to, the following: company’s goals and strategies; future businessdevelopment; financial status and operating results; expected growth of China’s credit industry, especially the expected growthof China’s online lending platform; market-oriented and credit products and The demand and acceptance of services; and the abilityof credit to attract and retain borrowers and lenders in the market; the relationship between the company and strategic partners; industrycompetition; and policies and regulations related to the company’s structure, business and industry. More detailed informationabout these and other risks and uncertainties is included in the company’s filings with the Securities and Exchange Commission.All information provided in the company’s introduction is the latest information as of the date of publication of the company.Except as provided by applicable law, the company is not obligated to update such information.

Forfurther information, please contact:

Wanhong Tan

Chief Financial Officer

+852 9855 6575

[email protected]