Abits Group Inc 6-K, filed Sep 17, 2026

Abits Group Inc (ABTS)

6-K 2026-09-17 For: 2026-09-17

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Added on September 17, 2026

About this 6-K

Abits Group Inc filed this 6-K on September 17, 2026.

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Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
10.2		Form of Convertible Promissory Note
10.3		Form of Registration Rights Agreement
10.4		Form of Equity Purchase Agreement
10.5		Form of Pre-Funded Warrant to Purchase Ordinary Shares.
10.6		Form of Placement Agent Warrant.
10.7		Form of Lock-Up Agreement.
10.8		Placement Agent Agreement, dated September 14, 2026, among Abits Group Inc, RBW Capital Partners LLC and Dawson James Securities, Inc.
10.9		Lock-Up Agreement, dated September 11, 2026, between Abits Group Inc and Conglin Deng.
10.10		Side Letter, dated September 11, 2026, between Abits Group Inc and Conglin Deng.

	ABITS GROUP INC

Date: September 17, 2026	By:	/s/ Conglin Deng
	Name:	Conglin Deng
	Title:	Chief Executive Officer

ABITS GROUP INC.		Address for Notice:
‍
By:		Email:
Name:	Stephen Faucetta
Title:	Chief Investment Officer

Name of Purchaser:	[●]
‍
Signature of Authorized Signatory of Purchaser:
‍
Name of Authorized Signatory:	[●]
‍
Title of Authorized Signatory:	[●]
‍
Email Address of Authorized Signatory:	[●]
‍
Address for Notice to Purchaser:	[●]
‍
Address for Delivery of Securities to Purchaser (if not same as address for notice):	[●]
‍
Subscription Amount:	[●]

Tranche Percentage:	[●]%
‍
Principal Amount of Note:	[●]

Beneficial Ownership Blocker:	[●]
‍
Employer Identification Number:	[●]

	ABITS GROUP INC

	By:
	Name:	Stephen Faucetta
	Title:	Chief Investment Officer

	Date of Conversion: _________________________________________________________________________

		Aggregate Principal to be converted:

		Aggregate accrued and unpaid Interest to be converted:

	AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please issue the Ordinary Shares into which the Note is being converted to Holder, or for its benefit, as follows:

	☐	Check here if requesting delivery as a certificate to the following name and to the following address:

Name of Holder:	[●]

Signature of Authorized Signatory of Holder:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

	●	a combination of any such methods of sale; or

	●	any other method permitted pursuant to applicable law.

Name of Selling Shareholder		Number of Ordinary Shares Beneficially Owned Prior to Offering		Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus		Number of Ordinary Shares Beneficially Owned After Offering

	(a)	Full Legal Name of Selling Shareholder



	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:



	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

	(a)	Are you a broker-dealer?

		Yes ☐ No ☐

	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

		Yes ☐ No ☐

	Note:	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

	(c)	Are you an affiliate of a broker-dealer?

		Yes ☐ No ☐

	(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

		Yes ☐ No ☐

	Note:	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

	Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Transaction Documents.

	(a)	Type and Amount of other securities beneficially owned by the Selling Shareholder:

	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

	State any exceptions here:

Date:			Beneficial Owner: __________________________________

			By:
			Name:
			Title:

	ABITS GROUP INC

	By:
	Name:	Stephen Faucetta
	Title:	Chief Investment Officer

3)	Certify that, as of the date hereof, the conditions set forth in Section 7.1 of the Agreement are satisfied. The representations and warranties of the Company contained in the Agreement are true and correct in all material respects as of the date hereof as though made on and as of such date (except for representations and warranties that speak as of a specific date, which were true and correct in all material respects as of such date.

4)	We will deliver an executed Transfer Agent Instruction Letter to the Transfer Agent promptly upon our receipt of your confirmation of the validity of this Regular Put Notice, and we hereby confirm that the Company has no knowledge of any fact or circumstance that would prevent the Transfer Agent from complying with such Transfer Agent Instruction Letter, once delivered.

1)	Notify you that the Maximum Intraday Put Amount as of the delivery of this Intraday Put Notice is _________.

2)	Request that you accept this Intraday Put Notice pursuant to the terms of Section 2.2(b) of the Agreement; specifically, we request that, prior to the close of this Trading Day, you purchase Intraday Put Shares in an amount equal to _________, to be issued and priced in accordance with the provisions of Section 2.2 of the Agreement.

3)	Certify that this is the ___ Intraday Put Notice submitted to you on this Trading Day, and with respect to all Put Notices, including all Intraday Put Notices, previously submitted by us and accepted by you on this Trading Day, valid instructions have been submitted to the TA for all prior notices.

4)	Certify that, as of the date hereof, the conditions set forth in Section 7.1 of the Agreement are satisfied. We further certify that the representations and warranties of the Company contained in the Agreement are true and correct in all material respects as of the date hereof as though made on and as of such date (except for representations and warranties that speak as of a specific date, which were true and correct in all material respects as of such date.

5)	We will deliver an executed Transfer Agent Instruction Letter to the Transfer Agent promptly upon our receipt of your acceptance of this Intraday Put Notice, and we hereby confirm that the Company has no knowledge of any fact or circumstance that would prevent the Transfer Agent from complying with such Transfer Agent Instruction Letter, once delivered.

Warrant Shares: 5,357,143	Initial Exercise Date: September 14, 2026
	Issuance Date: September 14, 2026

Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

Name:
Address:
Phone Number:
Email Address:
Date:
Holder’s Signature:
Holder’s Address:

RBW CAPITAL PARTNERS LLC

By:
Name:	Joe Giamichael
Title:	Managing Partner

ABITS GROUP INC

By:
Name:
Title:

Name:
		(Please Print)

Address:
		(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature: ____________________________________________

Holder’s Address: _____________________________________________

	Very truly yours,

	ARC Group International Ltd.

	/s/ Abraham Cinta
	(Signature)
	Name:	Abraham Cinta
		CEO

	Email:	abraham.cinta@arc-group.com

	Very truly yours,

	RBW CAPITAL PARTNERS LLC

	By:
	Name:	Joe Giamichael
	Title:	Managing Partner

	DAWSON JAMES SECURITIES, INC.

	By:
	Name:	Robert D. Keyser, Jr.
	Title:	Chief Executive Officer

	1.	Additional Payment. In addition to any amounts otherwise payable to Mr. Deng pursuant to the SPA, the Company shall pay to Mr. Deng an additional amount equal to US$250,000 (the “Additional Payment”). The Additional Payment shall be payable within thirty (30) days after the closing of the Business Acquisition contemplated by Section 2.3 of the SPA by wire transfer of immediately available funds to an account designated in writing by Mr. Deng.

	2.	Acquisition Share Consideration. Solely with respect to the Company’s obligation to issue additional Ordinary Shares to Mr. Deng upon completion of a Business Acquisition during the Acquisition Period pursuant to Section 2.3 of the SPA, the Company and Mr. Deng agree that the aggregate value of such additional Ordinary Shares shall be US$6,000,000 instead of US$5,000,000.

	3.	Lock-Up Extension. The increase in consideration set forth in Section 2 above and the Additional Payment set forth in Section 1 above are made in consideration of, and are conditioned on the effectiveness of, Mr. Deng’s agreement to extend the lock-up period applicable to the additional Ordinary Shares referenced in Section 2 above from six (6) months to nine (9) months following receipt thereof.

	4.	Tax Withholding. The Company shall be entitled to deduct and withhold from any amounts otherwise payable under this Side Letter, including the Additional Payment, such amounts as the Company is required to deduct and withhold under any applicable law. To the extent that amounts are so deducted and withheld and remitted to the appropriate governmental authority, such amounts shall be treated for all purposes of this Side Letter as having been paid to Mr. Deng. Mr. Deng shall be solely responsible for any taxes imposed on him with respect to any amounts payable under this Side Letter.

	5.	No General Amendment. This Side Letter is intended to document the agreement of the Company and Mr. Deng with respect to the matters expressly set forth herein only. Except as expressly provided in this Side Letter, the SPA remains unchanged and in full force and effect.

	6.	Further Assurances. Each party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to give effect to this Side Letter.

	7.	Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles that would result in the application of the laws of any other jurisdiction.

	8.	Counterparts; Electronic Signatures. This Side Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically shall be deemed original signatures for all purposes.

ABITS GROUP INC.

By:	/s/ Stephen Faucetta
Name:	Stephen Faucetta
Title:	Chief Investment Officer

Agreed and accepted:

CONGLIN (FORREST) DENG

By:	/s/ CONGLIN DENG