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 March 2025
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:
| A. | Amendmentand Restatement of the Memorandum and Articles of Association |
|---|
On February 13, 2025, the board of directors (the “Board”) of Abits Group Inc (the “Company”) approved to change the maximum number of shares the Company is authorized to issue from 200,000,000 shares comprising: (i) 150,000,000 ordinary shares of par value US$0.001 each, and (ii) 50,000,000 preferred shares of par value $0.00101 each, to an unlimited number of ordinary shares of no par value each and an unlimited number of preferred shares of no par value each (collectively, the “Changes of Authorized Shares”), and to amend and restate the Company’s memorandum and articles of association, as amended, to reflect the Changes of Authorized Shares (the “Amended and Restated Memorandum and Articles”). On February 17, 2025, the Amended and Restated Memorandum and Articles was filed with the Registrar of Corporate Affairs of the British Virgin Islands and became effective.
A copy of the Amended and Restated Memorandum and Articles is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| B. | Share Consolidation |
|---|
On February 13, 2025, the Board approved to effect a share consolidation (the “Share Consolidation”) of the Company’s authorized and issued ordinary shares and preferred shares at the ratio of one-for-fifteen.
Reasonfor the Share Consolidation
The Share Consolidation is being effected to enable the Company to meet the NASDAQ continued listing standards relating to the minimum bid price (which the Company was previously advised it was in non-compliance with).
Effectsof the Share Consolidation
EffectiveDate; Symbol; CUSIP Number. The Share Consolidation will become effective on March 10, 2025 and will be reflected with NASDAQ Capital Market and in the marketplace at the open of business on March 10, 2025 (the “Effective Date”), whereupon the ordinary shares begin trading on a split-adjusted basis. In connection with the Share Consolidation, the Company’s ordinary shares continue to trade on NASDAQ Capital Market under the symbol “ABTS” but trade under a new CUSIP Number, G6S34K113.
SplitAdjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s ordinary shares held by each shareholder will be converted automatically into the number of whole ordinary shares equal to (i) the number of issued and outstanding ordinary shares held by such shareholder immediately prior to the Share Consolidation, divided by (ii) fifteen (15). The total number of the Company’s preferred shares held by the holders of preferred shares will be converted automatically in the same ratio.
No fractional shares will be issued to any shareholders in connection with the Share Consolidation.
The Company may purchase, redeem or otherwise acquire at market value any fractional shares without the consent of the relevant shareholder(s) and shall pay the repurchase price no later than 30 days after the Effective Date.
Non-CertificatedShares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.
Shareholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Share Consolidation to each requesting shareholder.
Transhare Corporation
17755 North US Highway 19
Suite 140
Clearwater, Florida 33764
Tel: (303) 662-1112
Fax: (727) 269-5616
Please contact Transhare Corporation for further information, related costs and procedures before sending any certificates. Shareholders holding paper certificates or holding their shares in the book entry form are encouraged to contact Transhare Corporation to update their contact details, including email addresses, mailing addresses and/or telephone numbers.
BritishVirgin Islands Filing. The Company will not be required to amend its Amended and Restated Memorandum and Articles in connection with the Share Consolidation. As a result, no amendment to the Amended and Restated Memorandum and Articles will be filed with the Registrar of Corporate Affairs in the British Virgin Islands. Following the Share Consolidation, the Company will file the Board’s resolutions regarding the Share Consolidations and an updated register of members with the BVI administrator to reflect the combined shares effected on the Effective Date.
AuthorizedShares. The Company is authorized to issue an unlimited number of ordinary shares of no par value each and an unlimited number of preferred shares of no par value each. At the time the Share Consolidation is effective, there will be no change to the authorized shares or par value of the shares, and all issued and outstanding ordinary shares and preferred shares are consolidated at the ratio of one-for-fifteen.
Capitalization. Prior to the Effective Date, there are 35,554,677 ordinary shares and 5,000,000 preferred shares outstanding. As a result of the Share Consolidation, approximately 2,370,300 ordinary shares and 333,333 preferred shares will be outstanding (subject to redemptions of fractional shares).
The Company issued a press release announcing the foregoing matters on March 5, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
EXHIBITINDEX
| Exhibit | Description |
|---|---|
| 3.1 | Amended and Restated Memorandum and Articles of Association of Abits Group Inc |
| 99.1 | Press release dated March 5, 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> March 5, 2025 | By: | /s/ Conglin Deng |
| Name: | Conglin<br> Deng | |
| Title: | Chief<br> Executive Officer |
Exhibit 3.1
Exhibit99.1
AbitsGroup Inc Announces Changes of the Authorized Shares and Share Consolidation
HongKong, March 5, 2025 (GLOBE NEWSWIRE) — Abits Group Inc (the “Company”) (NASDAQ: ABTS), a company engaged in bitcoin mining and related services in the United States, announced today, on February 13, 2025, the Company’s board of directors (the “Board of Directors”) approved to amend and restate the Company’s memorandum and articles of association, as amended, to change the maximum number of shares the Company is authorized to issue to an unlimited number of ordinary shares of no par value each and an unlimited number of preferred shares of no par value each (the “Amended and Restated Memorandum and Articles”). The Amended and Restated Memorandum and Articles became effective on February 17, 2025 upon the filing with the Registrar of Corporate Affairs of the British Virgin Islands.
On February 13, 2025, the Board of Directors also approved to effect a share consolidation of the Company’s ordinary shares and preferred shares at the ratio of one-for-fifteen. The share consolidation will become effective with NASDAQ (“Nasdaq”) and in the marketplace on March 10, 2025.
The objective of the share consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.
Beginning with the opening of trading on March 10, 2025, the Company’s ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “ABTS” but under a new CUSIP Number, G6S34K113.
As a result of the share consolidation, each fifteen issued and outstanding ordinary shares and preferred shares will automatically combine and convert to one issued and outstanding ordinary share and preferred share, respectively, without any action on the part of the shareholders. No fractional shares will be issued to any shareholders in connection with the share consolidation, and such fractional shares will be redeemed by the Company.
The share consolidation will reduce the numbers of ordinary shares and preferred shares issued and outstanding from 35,554,677 and 5,000,000, respectively, to approximately 2,370,300 ordinary shares and 333,333 preferred shares, respectively (subject to the redemption of the fractional shares at the closing price of the ordinary shares on March 10, 2025). The number of ordinary shares and the number of preferred shares that the Company is authorized to issue remain to be unlimited.
AboutAbits Group Inc
Abits Group Inc (formerly Moxian (BVI) 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