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 December 2025
CommissionFile Number: 333-256665
AbitsGroup Inc
Level24, Lee Garden One, 33 Hysan Avenue, Causeway Bay
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 December 10, 2025, the Registrant issued a press release titled “ABITS Group maintains growth momentum in its third quarter of 2025” A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
EXHIBITINDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated December 10, 2025 |
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> December 10, 2025 | By: | /s/ Deng Conglin |
| Name: | Deng<br> Conglin | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
ABITSGroup maintains growth momentum in its third quarter of 2025
HongKong, December 10, 2025 – Abits Group Inc. (NASDAQ: ABTS), a new generation digital center with inhouse bitcoin mining operations, today announced its unaudited results for the third quarter ended September 30, 2025 which reflect continued solid progress at both its sites in Tennessee.
Highlights of the Quarter
| ● | Total<br> revenue reached $1.61 million in Duff, Tennessee, representing a 27.5% increase compared<br> to the same period last year. Profit of this self-owned mining operation was $0.76<br> million, up from $ 0.39 million in Q3 2024. |
|---|---|
| ● | There<br>was a modest profit contribution of $0.43 million from the Mendenhall hosting facility in Memphis |
| ● | Operating<br> profit from operations, before accounting for depreciation and group overheads totalled $1.19<br> million, an increase of 207.1% over the comparative period last year. |
| ● | Loss<br> before taxation narrowed to $0.29 million from a loss of $0.66 million in<br> the comparable period last year. |
Management Commentary
The results reflect the operational efficiencies at its main plant in Duff and the favorable bitcoin prices throughout the third quarter. While electricity costs were in line with expectations, there was a significant saving in the water bills as a result of the investment in the two water wells in an earlier period. Total output from this self-owned mine was 13.61 bitcoins.
The contribution from the joint-venture with Mendenhall LLC in Memphis was affected by a higher electricity consumption at peak-rate hours, which Management is reviewing and taking appropriate action.
Outlook
Looking ahead, we expect continuing improvement in Memphis while the Duff mine performs at its optimal level as the operations mature. Much will also depend on bitcoin prices which have faltered in the last quarter of 2025 but should be sustainable at the current level. The Company believes it has established a solid base for its operations as it seeks other opportunities in the United States.
The Company is a foreign private filer(FPI) and is not required to file quarterly reports. The following abridged results are not required to be audited or reviewed by theCompany’s independent accountants.
ABITSGROUP INC CONSOLIIDATED FINANCIAL RESULTS Q3-2025
UNAUDITEDCONSOLIDATED BALANCE SHEET
| Note | As of <br><br> September 30 2025 | As of <br><br> December 31 2024 | |||||
|---|---|---|---|---|---|---|---|
| Current assets | |||||||
| Cash and cash equivalents | 94,132 | 1,118,929 | |||||
| Other receivables and prepayments | 2 | 494,370 | 558,707 | ||||
| Total current assets | 588,502 | 1,677,636 | |||||
| Digital assets | 1 | 2,485,585 | 257,753 | ||||
| Property, equipment and vehicles | 9,961,428 | 9,435,908 | |||||
| TOTAL ASSETS | $ | 13,035,515 | $ | 11,371,297 | |||
| Liabilities and shareholders’<br> equity | |||||||
| Other payables and accruals | 4 | 1,057,174 | 990,346 | ||||
| Loan | 3 | 2,250,000 | 0 | ||||
| Total liabilities | $ | 3,307,174 | $ | 990,346 | |||
| Shareholders’<br> equity | |||||||
| Preferred stock | 5,050 | 5,050 | |||||
| Common stock | 35,554 | 35,554 | |||||
| Additional paid-in capital | 89,290,193 | 89,290,193 | |||||
| Accumulated deficit | (79,460,192 | ) | (78,803,383 | ) | |||
| Accumulated other comprehensive income | (142,264 | ) | (146,463 | ) | |||
| Total shareholders’<br> equity | $ | 9,728,341 | $ | 10,380,951 | |||
| TOTAL LIABILITIES AND<br> SHAREHOLDERS’ EQUITY | $ | 13,035,515 | $ | 11,371,297 |
UNAUDITED CONSOLIDATED INCOME STATEMENTS
| Q3-2025 | Q3-2024 | ||||||
|---|---|---|---|---|---|---|---|
| Revenue | 5 | $ | 1,611,515 | $ | 1,263,700 | ||
| Direct costs of revenue | 6 | (852,152 | ) | (876,391 | ) | ||
| Profit of self-owned mining operation | 759,363 | 387,309 | |||||
| Share of profit from hosting joint-venture | 7 | 429,832 | 0 | ||||
| Profit from operations | 1,189,195 | 387,309 | |||||
| General and administrative expenses | (440,968 | ) | (341,981 | ) | |||
| Depreciation | (955,142 | ) | (675,101 | ) | |||
| Changes in fair value of digital assets | 9,679 | (31,980 | ) | ||||
| Loss before interest | (197,237 | ) | (661,753 | ) | |||
| Interest | 3 | (90,000 | ) | 0 | |||
| Loss before taxation | (287,237 | ) | (661,753 | ) |
Note
| 1 | Digital Assets | ||||
|---|---|---|---|---|---|
| As of <br> December 31 2024 | |||||
| --- | --- | --- | --- | --- | --- |
| BTC at beginning | 257,753 | 693,389 | |||
| Mining output | 5,753,074 | 6,570,519 | |||
| Exchanged for cash | (4,063,905 | ) | (7,541,270 | ) | |
| Fair value changes | 460,146 | 523,498 | |||
| BTC at period end | 2,407,068 | 246,136 | |||
| T at period end | 78,517 | 11,617 | |||
| Total | 2,485,585 | 257,753 |
All values are in US Dollars.
| 2 | Other receivables and prepayments | |||
|---|---|---|---|---|
| As of <br>September 30 2025 | As of <br>December 31 2024 | |||
| --- | --- | --- | --- | --- |
| Utility deposit | 480,000 | 375,000 | ||
| Other sundry deposits | 14,370 | 23,707 | ||
| Deposit for the purchase of miners | 0 | 160,000 | ||
| Total | 494,370 | 558,707 | ||
| 3 | Loan | |||
| --- | --- |
This loan of $3,000,000 was taken in April 2025 to finance the acquisition of mining equipment for the hosting facility in Memphis. The loan carries a simple interest of 12% per annum and is repayable in equal installments over a period of 2 years. It is secured on all the Company’s assets at its mining facility in Duff, Tennessee. The interest is $30,000 per month.
| 4 | Other payables and accruals | |||
|---|---|---|---|---|
| As of <br> September 30 2025 | As of <br> December 31 2024 | |||
| --- | --- | --- | --- | --- |
| Staff salaries and other benefits | 62,605 | 62,036 | ||
| Electricity | 217,520 | 403,250 | ||
| Water | 40,358 | 0 | ||
| Tax | 29,570 | 55,306 | ||
| Hosting fee | 262,004 | 0 | ||
| Others | 445,117 | 469,754 | ||
| Total | 1,057,174 | 990,346 | ||
| 5 | Revenue | |||
| --- | --- | |||
| Q3-2025 | Q3-2024 | |||
| --- | --- | --- | --- | --- |
| Mining output from Duff | 1,532,998 | 1,195,906 | ||
| Hosting income | 78,517 | 67,794 | ||
| Total | 1,611,515 | 1,263,700 | ||
| 6 | Direct costs of revenue | |||
| --- | --- | |||
| Q3-2025 | Q3-2024 | |||
| --- | --- | --- | --- | --- |
| Electricity | 674,655 | 582,715 | ||
| Water | 76,617 | 196,544 | ||
| Site wages | 100,880 | 97,132 | ||
| Total | 852,152 | 876,391 | ||
| 7 | Share of profit from joint-venture | |||
| --- | --- |
In accordance with the hosting agreement signed with Mendenhall LLC in February 2025, the share of profit due to Abit USA is 66.5%. The profit of the joint-venture is calculated based on the mining income after deducting electricity costs and the operations and maintenance costs of the facility. For the quarter ended September 30, 2025, this share is $429,832.
AboutABITS Group Inc.
ABITS GROUP INC. (NASDAQ: ABTS) a BVI-incorporated company, operates a new generation data center in Tennessee through its U.S. subsidiary, Abit USA, Inc., which has self-mining bitcoin operations and colocation hosting services.
SafeHarbor Statement
Thisannouncement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities LitigationReform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. Theseforward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections aboutfuture 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 orchanges in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in theseforward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautionsinvestors that actual results may differ materially from the anticipated results.
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