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 April 2026
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 April 29, 2026, the Registrant issued a press release announcing its audited financial results for the fiscal year ended December 31, 2025. The press release is furnished as Exhibit 99.1 to this Form 6-K.
EXHIBITINDEX
The following exhibit is attached.
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated April 29, 2026 |
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> April 29, 2026 | By: | /s/ Conglin Deng |
| Name: | Conglin<br> Deng | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
AbitsGroup Inc Reports Full Year 2025 Results with 37% Revenue Growth; Expands Bitcoin Mining Operations to 760 PH/s CombinedHash Rate
HONGKONG, April 29, 2026 — Abits Group Inc (Nasdaq: ABTS) (“Abits” or the “Company”), a BVI-incorporated company that operates bitcoin mining and colocation hosting services in Tennessee, United States through its subsidiary, Abit USA, Inc, today announced that it has filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 with the U.S. Securities and Exchange Commission (the “SEC”). The annual report is available on the SEC’s website at www.sec.gov and on the Company’s website at www.abitsgroup.com.
FISCALYEAR 2025 FINANCIAL HIGHLIGHTS
Revenue:$9.13 million for the year ended December 31, 2025, representing a 37% increase compared to $6.71 million in fiscal year 2024.
GrossProfit from Operations: $3.68 million, reflecting a gross margin of approximately 40%, compared to $3.38 million in the prior year.
BitcoinHoldings: The Company increased its bitcoin treasury from 2.58 BTC at the beginning of the year to 15.99 BTC as of December 31, 2025, reflecting management’s confidence in the long-term value of bitcoin.
MiningOutput: 89.09 BTC mined during fiscal 2025 across the Company’s Duff and Memphis, Tennessee operations, including 27.87 BTC from the newly commissioned Memphis site.
TotalAssets: $10.91 million as of December 31, 2025. Shareholders’ equity was $7.78 million.
FISCALYEAR 2025 OPERATIONAL HIGHLIGHTS
MemphisSite Launch: The Company commenced mining operations at its new Memphis, Tennessee facility in late March 2025 under a hosting arrangement with 4545 S Mendenhall LLC, with initial power capacity of 12 MW, expandable to 22 MW. The Memphis site contributed $2.90 million in revenue for the period.
FleetExpansion: During 2025, the Company added 190 units of Antminer S19XP and 315 units of Antminer T21, bringing total fleet capacity at the Duff site to approximately 500 PH/s in the first quarter of 2025 . As of April 6, 2026, the Company’s combined Tennessee operations comprise 4,775 mining units with approximately 760 PH/s of total hash power.
HostingRevenue: The Company commenced third-party hosting services in 2024 and generated $309,091 in hosting fees during fiscal 2025, diversifying its revenue base beyond direct bitcoin mining.
CostEfficiency: Water costs at the Duff site decreased by 48% year-over-year, from $571,053 in 2024 to $295,135 in 2025, following infrastructure improvements including an expanded water reservoir for hydro-power substitution in cooling operations. The Company’s contracted electricity rate remains approximately $0.04 per KWh.
CFOTransition: Effective January 1, 2026, Mr. Kai Zhang was appointed as Chief Financial Officer of the Company, succeeding Mr. Wanhong Tan, who retired after years of dedicated service in building the Company’s financial reporting infrastructure.
MANAGEMENTCOMMENTARY
“Fiscal year 2025 was a milestone year for Abits. We successfully launched our Memphis facility, nearly doubled our hash rate capacity, and grew revenue by 37% despite the impact of Bitcoin’s April 2024 halving on mining rewards,” said Conglin (Forrest) Deng,Chief Executive Officer of Abits Group. “We also made a deliberate strategic decision to begin accumulating bitcoin on our balance sheet, increasing our holdings more than six-fold during the year. We enter 2026 with our strongest operational foundation to date, and we remain focused on disciplined growth, operational efficiency, and long-term value creation for our shareholders.”
RECENTDEVELOPMENTS
In February 2026, the Company closed a registered direct offering of ordinary shares and pre-funded warrants for gross proceeds of approximately $2.1 million to support general corporate purposes and working capital.
In March 2026, the Company acquired an additional 200 units of new Antminer T21 miners, deployed at its Duff, Tennessee facility, further strengthening its mining capacity.
ABOUTABITS GROUP INC
Abits Group Inc (Nasdaq: ABTS) is a bitcoin mining company incorporated in the British Virgin Islands, operating through its wholly-owned U.S. subsidiary, Abit USA, Inc. The Company operates self-owned and hosted bitcoin mining facilities in Tennessee, United States. For more information, please visit www.abitsgroup.com.
SAFEHARBOR STATEMENT
Thispress release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-lookingstatements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events.Investors can identify these forward-looking statements by words such as “believes,” “estimates,” “anticipates,”“expects,” “plans,” “intends,” “may,” “could,” “might,” “will,”“should,” “future” or similar expressions. Such statements are subject to risks and uncertainties that couldcause actual results to differ materially, including the price and volatility of bitcoin, regulatory changes affecting cryptocurrencymining, our ability to manage and expand our operations, and other risks detailed in the Company’s filings with the SEC. The Companyundertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changesin its expectations, except as may be required by law.
INVESTORRELATIONS CONTACT
Abits Group Inc
Email: ir@abitgrp.com
Website: www.abitsgroup.com
Nasdaq: ABTS
ABITS GROUP INC
CONSOLIDATED BALANCE SHEETS
| As Of | As Of | As Of | |||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31,<br> <br>2025 | December 31,<br> <br>2024 | December 31,<br> <br>2023 | |||||||
| ASSETS | |||||||||
| Current Assets | |||||||||
| Cash and cash equivalents | $ | 83,837 | $ | 1,118,929 | $ | 884,199 | |||
| Receivables, other receivables and prepayments | 816,847 | 558,707 | 774,345 | ||||||
| Total current assets | 900,684 | 1,677,636 | 1,658,544 | ||||||
| Digital assets | 1,483,451 | 257,753 | 1,194,157 | ||||||
| Property, equipment and vehicles | 8,530,215 | 9,435,908 | 9,465,567 | ||||||
| TOTAL ASSETS | $ | 10,914,350 | $ | 11,371,297 | $ | 12,318,268 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||
| Current Liabilities | |||||||||
| Payable, other payable and accruals | $ | 1,258,579 | $ | 990,346 | $ | 1,005,608 | |||
| Short-term loan from unrelated third party | 1,500,000 | - | - | ||||||
| Total current Liabilities | 2,758,579 | 990,346 | 1,005,608 | ||||||
| Non-Current Liabilities | |||||||||
| Long-term loan from unrelated third party | 375,000 | - | - | ||||||
| Total Liabilities | $ | 3,133,579 | $ | 990,346 | $ | 1,005,608 | |||
| Stockholders’ Equity^(1)^ | |||||||||
| Preferred stock, no par value, authorized; unlimited shares, 333,333 shares issued and outstanding as of December 31, 2025, December 31 2024 and December 31, 2023 | $ | 5,050 | $ | 5,050 | $ | 5,050 | |||
| Common stock, no par value, authorized: unlimited shares. Issued and outstanding: 2,369,995 shares as of December 31, 2025, and December 31, 2024 and December 31, 2023 | 35,554 | 35,554 | 35,554 | ||||||
| Additional paid-in capital | 89,556,913 | 89,290,193 | 89,290,193 | ||||||
| Accumulated deficit | (81,672,879 | ) | (78,803,383 | ) | (77,893,723 | ) | |||
| Accumulated other comprehensive income | (143,867 | ) | (146,463 | ) | (124,414 | ) | |||
| Total Shareholders’ Equity | 7,780,771 | 10,380,951 | 11,312,660 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 10,914,350 | $ | 11,371,297 | $ | 12,318,268 | |||
| ^(1)^ | All<br> year results have been adjusted for the reverse stock split effective March 10, 2025. | ||||||||
| --- | --- |
ABITS GROUP INC
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Year Ended | Year Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 31-December-2025 | 31-December-2024 | 31-December-2023 | |||||||
| Revenue | $ | 9,128,666 | $ | 6,711,225 | $ | 1,681,533 | |||
| Direct costs of revenue | (5,452,168 | ) | (3,335,819 | ) | (455,468 | ) | |||
| Profit from operations | 3,676,498 | 3,375,406 | 1,226,065 | ||||||
| General and administrative expenses | (2,545,907 | ) | (2,085,518 | ) | (1,469,403 | ) | |||
| Depreciation | (3,519,286 | ) | (2,626,332 | ) | (436,451 | ) | |||
| Write-off of miners | (474,872 | ) | - | (4,530,950 | ) | ||||
| Provision for diminution of miners | - | - | (7,364,650 | ) | |||||
| Profit/(Loss) on disposal of miners and other net income | 1,780 | 34,830 | (83,125 | ) | |||||
| Changes in value of digital assets | 381,669 | 535,115 | 92,115 | ||||||
| Finance expense | (286,102 | ) | (31,794 | ) | (18,851 | ) | |||
| Loss before tax | (2,766,220 | ) | (798,293 | ) | (12,585,250 | ) | |||
| Taxation | (103,276 | ) | (111,367 | ) | - | ||||
| Loss after tax | (2,869,496 | ) | (909,660 | ) | (12,585,250 | ) | |||
| Foreign exchange adjustment | 2,596 | (22,049 | ) | (20,053 | ) | ||||
| Comprehensive loss for the year | $ | (2,866,900 | ) | $ | (931,709 | ) | $ | (12,605,303 | ) |
| Basic and diluted loss per ordinary share ^(1)^ | $ | (1.21 | ) | $ | (0.39 | ) | $ | (5.32 | ) |
| Basic and diluted average number of ordinary shares outstanding ^(1)^ | 2,369,995 | 2,369,995 | 2,369,995 | ||||||
| ^(1)^ | All<br> year results have been adjusted for the reverse stock split effective March 10, 2025. | ||||||||
| --- | --- |
ABITS GROUP INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year<br> <br>Ended | For the Year Ended | For the Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31,<br> <br>2025 | December 31,<br> <br>2024 | December 31,<br> <br>2023 | |||||||
| Net loss for the year | $ | (2,869,496 | ) | $ | (909,660 | ) | $ | (12,585,250 | ) |
| Adjustments to reconcile to non-cash used in operating activities: | |||||||||
| Depreciation of property, equipment and vehicles | 3,531,388 | 2,626,332 | 4,973,729 | ||||||
| Write-off of miners | 474,872 | - | 7,364,650 | ||||||
| Compensation | 266,720 | - | - | ||||||
| Changes in operating assets and liabilities: | |||||||||
| Other receivables and prepayments | (418,140 | ) | 215,638 | 2,400,297 | |||||
| Other payables and accruals | 268,233 | (15,262 | ) | (397,513 | ) | ||||
| Account prepaid and other deposits | 160,000 | - | - | ||||||
| Net cash generated from/(used in) operating activities | 1,413,577 | 1,917,048 | 1,755,913 | ||||||
| Cash flows from investing activities: | |||||||||
| Purchase of property and equipment | (3,100,567 | ) | (2,596,673 | ) | (9,250,538 | ) | |||
| Utilization of digital assets | (1,225,698 | ) | 936,404 | 5,893,591 | |||||
| Net cash investing activities: | (4,326,265 | ) | (1,660,269 | ) | (3,356,947 | ) | |||
| Cash from financing activities | |||||||||
| Loan from unrelated third party | 3,000,000 | - | - | ||||||
| Repayment of loans from unrelated third party | (1,125,000 | ) | - | - | |||||
| Net cash in financing activities | 1,875,000 | - | - | ||||||
| Net cash flows for the year | (1,037,688 | ) | 256,779 | (1,601,034 | ) | ||||
| Effect of exchange rates on cash and cash equivalents | 2,596 | (22,049 | ) | (20,053 | ) | ||||
| Net (decrease)/increase generated from cash and cash equivalents | (1,035,092 | ) | 234,730 | (1,621,087 | ) | ||||
| Cash and cash equivalents, beginning of year | 1,118,929 | 884,199 | 2,505,286 | ||||||
| Cash and cash equivalents, end of year | $ | 83,837 | $ | 1,118,929 | $ | 884,199 |