6-K
Abits Group Inc (ABTS)
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 November 2023
CommissionFile Number: 333-256665
AbitsGroup Inc
Unit911, Tower 2, Silvercord, 30 Canton Road
Tsimshatsui
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 November 16, 2023, the Registrant issued a press release announcing the change of its corporate name from “Moxian (BVI) Inc” to “Abits Group Inc”. In connection with the name change, the Registrant’s ordinary shares will begin trading under a new ticker symbol “ABTS” effective before the opening of trading on November 17, 2023.
On October 25, 2023, the Board of Directors of the Registrant approved to change the Registrant’s name from Moxian (BVI) Inc to Abits Group Inc. On November 14, 2023, the British Virgin Islands Registrar of Corporate Affairs issued the certificate of name change to the Registrant. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 1.1, and a copy of the new Specimen Share Certificate is attached as Exhibit 2.1.
On November 16, 2023, the Registrant issued a press release entitled “Moxian Announces Name Change to Abits Group Inc.” A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
EXHIBITINDEX
| Exhibit | Description |
|---|---|
| 1.1 | Amended and Restated Memorandum and Articles of Association |
| 2.1 | Specimen Share Certificate of Abits Group Inc |
| 99.1 | Press release dated November 16, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Abits Group Inc | ||
|---|---|---|
| Date:<br> November 16, 2023 | By: | /s/ Conglin Deng |
| Name: | Conglin<br> Deng | |
| Title: | Chief<br> Executive Officer |
Exhibit 1.1
Exhibit 2.1
Exhibit99.1
MoxianAnnounces Name Change to Abits Group Inc
Hong Kong, November 16, 2023 (GLOBE NEWSWIRE) — Moxian (BVI) Inc (the “Company”) (NASDAQ: MOXC), a company engaged in bitcoin mining and related services in the United States, today announced that it has changed its corporate name from Moxian (BVI) Inc to Abits Group Inc. In addition, the Company’s ticker symbol on the Nasdaq Capital Market will be changed to “ABTS” from “MOXC” effective before the opening of trading on November 17, 2023.
“The date marks an important milestone in the Company’s history,” said Mr. Conglin (Forrest) Deng, Executive Director and Chief Executive Officer of Abits Group Inc. “The new name better reflects the transformation in the Company’s core business and the beginning of a new chapter in its corporate history. It also coincides with the launch of a mining center in Tennessee, which is driven by a new generation of innovative and sustainable hydro-power.”
The corporate name change to Abits Group Inc does not affect the rights of the Company’s shareholders and no action is required by shareholders with respect to the name change. The number of outstanding ordinary shares of the Company is also not affected by the name and ticker symbol changes.
AboutAbits Group Inc
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. Any statements that are not historical facts,including statements about the company’s philosophy and expectations, are forward-looking statements that involve factors, risks,and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These factors andrisks include, but are not limited to, the following: company’s goals and strategies; future business development; financial statusand operating results; expected growth of bitcoin mining industry and Internet media marketing industry; demand and acceptance of thecompany’s products and services; the relationship between the company and strategic partners; industry competition; and policiesand regulations related to the company’s structure, business and industry. More detailed information about these and other risksand uncertainties is included in the company’s filings with the Securities and Exchange Commission. All information provided inthe company’s introduction is the latest information as of the date of publication of the company. Except as provided by applicablelaw, the company is not obligated to update such information.
Forfurther information, please contact:
Wanhong Tan
Chief Financial Officer
+852 9855 6575