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 August 2025
CommissionFile Number: 333-256665
ABITSGROUP INC
Level24 Lee Garden One 33 Hysan
AvenueCauseway Bay Hong Kong SAR
(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 ☐
Explanatory Note
The Registrant is furnishing this Report on Form 6-K to provide its unaudited consolidated financial statements as of and for the period of six months ended June 30, 2025, which are attached as Exhibit 99.2 to this Form 6-K.
On August 13, 2025 , the Company issued a press release announcing its unaudited financial results for the first six months of 2025, which press release is attached as Exhibit 99.3 to this Form 6-K.
FinancialStatements and Exhibits.
The following exhibits are attached.
Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABITS GROUP INC | ||
|---|---|---|
| Date:<br> August 13, 2025 | By: | /s/ Deng Conglin |
| Name: | Deng<br> Conglin | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
AbitsGroup Inc Reports Unaudited Financial Results for the First Half of 2025
HongKong, August 13, 2025 (GLOBE NEWSWIRE) – Abits Group Inc (NASDAQ: ABTS) is pleased to announce its half-year results for the period ended June 30, 2025.
The operating profit from mining operations for the six months to June 30, 2025 was $2.138 million, an improvement of nearly 6% from the corresponding period last year. This was despite the halving of the mining rewards from late April 2024 which reduced total output to 40.27 bitcoins in the first half of 2025 (61.53 bitcoins in the same period of 2024).
An improvement in the average price of bitcoins of $95,843 (2024: $59,628) and a maiden contribution from the Memphis hosting facility in the last quarter helped to compensate for the shortfall. The loss before interest and taxation was $0.25 million (2024:$0.14 million) due to a higher depreciation charge for the additional machines. After accounting further for an interest expense of $90,000 because of the loan taken to finance the Memphis investment, the operating result before taxation was a loss of $0.34 million (2024: $0.14 million).
The Company’s main mining site at Duff, Tennessee is now operating at an optimum. The load is 12mW and the output approximately 500 pH/s. In the first quarter of 2025, we successfully installed and operated two water wells, effectively reducing the water bill by as much as $25,000 per month. The electricity bills are higher for this six months than the same period last year because of a hike in the natural gas rate but the average cost per kWH is still maintained at well below $0.04 kWH.
For the Company’s second site in Memphis which is operating under a hosting joint-venture with the local utility board, about 2600 S19XPs have been installed since April 2025. The output is approximately 300 pH/s.
The Company has been exchanging its bitcoin for cash to meet its working capital requirement since the second half of 2023 and in this first half of 2025, it sold 27.15 bitcoins with its holdings as stock at $1.96 million on June 30, 2025. In March 2025, the Company took an external loan of $3.0 million to finance the equipment for hosting facility in Memphis.
The Company expects the second half of 2025 to boost an improvement for the full year as the hosting facility in Memphis kicks into full gear, barring sharp declines in bitcoin prices.
Exhibit99.2
ABITS GROUP INC
CONSOLIDATED BALANCE SHEETS
| As of | As of | |||||
|---|---|---|---|---|---|---|
| June 30, 2025<br> <br>(Unaudited) | December 31, 2024 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 145,143 | $ | 1,118,929 | ||
| Receivable and other receivables | 492,791 | 398,707 | ||||
| Accounts prepaid | 50,000 | 160,000 | ||||
| Total current assets | 687,934 | 1,677,636 | ||||
| Digital assets | 1,964,090 | 257,753 | ||||
| Property, equipment and vehicles | 10,844,606 | 9,435,908 | ||||
| TOTAL ASSETS | 13,496,630 | 11,371,297 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Liabilities | ||||||
| Other payables and accruals | $ | 845,206 | $ | 990,346 | ||
| Loan | 2,625,000 | - | ||||
| Total Liabilities | 3,470,206 | 990,346 | ||||
| Stockholders’ Equity | ||||||
| Preferred stock, 0.01515 par value, authorized; 3,333,333 shares, 333,333 shares issued and outstanding as of June 30, 2025 and December,31 2024 | $ | 5,050 | $ | 5,050 | ||
| Common stock, 0.015 par value, authorized: 10,000,000 shares. Issued and outstanding: 2,370,139 shares as of June 30, 2025 and December,31, 2024 | 35,554 | 35,554 | ||||
| Additional paid-in capital | 89,290,193 | 89,290,193 | ||||
| Accumulated deficit | (79,158,170 | ) | (78,803,383 | ) | ||
| Accumulated other comprehensive income | (146,203 | ) | (146,463 | ) | ||
| Total Shareholders’ Equity | 10,026,424 | 10,380,951 | ||||
| Total Liabilities and Shareholders’ Equity | $ | 13,496,630 | $ | 11,371,297 |
All values are in US Dollars.
| F-1 |
| --- |
ABITS GROUP INC
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Six Months Ended | Six Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| Note | June 30, 2025 | June 30, 2024^^ | |||||
| Revenue | 4 | $ | 3,995,558 | $ | 3,669,627 | ||
| Direct costs of revenue | (1,856,866 | ) | (1,647,732 | ) | |||
| Profit from operations | 2,138,692 | 2,021,895 | |||||
| General and administrative expenses | (1,133,589 | ) | (1,119,138 | ) | |||
| Depreciation | (1,619,905 | ) | (1,274,029 | ) | |||
| Fair value changes of digital assets | 364,800 | 357,308 | |||||
| Loss before interest and taxes | (250,002 | ) | (13,964 | ) | |||
| Interest expense | 3 | (90,000 | ) | - | |||
| Loss before tax | (340,002 | ) | (13,964 | ) | |||
| Income taxes | (14,785 | ) | - | ||||
| Loss after tax | (354,787 | ) | (13,964 | ) | |||
| Foreign exchange adjustment | 260 | (17,382 | ) | ||||
| Comprehensive loss for the period | $ | (354,527 | ) | $ | (31,346 | ) | |
| Basic and diluted loss per ordinary share | $ | (0.15 | ) | $ | (0.013 | ) | |
| Basic and diluted average number of ordinary shares outstanding | 2,370,139 | 2,370,139 |
| F-2 |
| --- |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS’ EQUITY
| Accumulated | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Shares | Ordinary Shares | Additional<br> <br>paid-in | Accumulated | other<br> <br>comprehensive | |||||||||||||||
| Number | Amount | Number | Amount | capital | deficit | income | Total | ||||||||||||
| Balance, December 31, 2023 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (77,893,723 | ) | (124,414 | ) | 11,312,660 | |||||||||
| Net loss for the year | - | - | - | - | - | (909,660 | ) | - | (909,660 | ) | |||||||||
| Foreign exchange adjustment | - | - | - | - | - | - | (22,049 | ) | (22,049 | ) | |||||||||
| Balance, December 31, 2024 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (78,803,383 | ) | (146,463 | ) | 10,380,951 | |||||||||
| Net loss for the period | - | - | - | - | - | (354,787 | ) | - | (354,787 | ) | |||||||||
| Foreign exchange adjustment | - | - | - | - | - | - | 260 | 260 | |||||||||||
| Balance, June 30, 2025 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (79,158,170 | ) | (146,203 | ) | 10,026,424 |
| F-3 |
| --- |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the<br> <br>Six Months Ended | For the<br> <br>Six Months Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | |||||
| Net loss for the period | $ | (354,787 | ) | $ | (13,964 | ) |
| Adjustment to reconcile cash used in operating activities: | ||||||
| Depreciation of property, equipment and vehicles | 1,619,905 | 1,274,028 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables, other receivables and prepaid | 15,916 | 403,544 | ||||
| Other payable and accruals | (145,140 | ) | (84,909 | ) | ||
| Digital assets | (1,706,337 | ) | (352,026 | ) | ||
| Net cash (used in)/generated from operating activities | (570,443 | ) | 1,226,673 | |||
| Cash from Investing activities: | ||||||
| Purchase of property, equipment and vehicles | (3,028,603 | ) | (1,696,907 | ) | ||
| Net cash used in investing activities: | (3,028,603 | ) | (1,696,907 | ) | ||
| Cash from financing activities: | ||||||
| Loan from a third party | 3,000,000 | - | ||||
| Repayments of loan | (375,000 | ) | - | |||
| Net cash generated from financing activities | 2,625,000 | - | ||||
| Effect of exchange rates on cash and cash equivalents | 260 | (17,382 | ) | |||
| Net decrease in cash and cash equivalents | (973,786 | ) | (487,616 | ) | ||
| Cash and cash equivalents, beginning of period | 1,118,929 | 884,199 | ||||
| Cash and cash equivalents, end of period | $ | 145,143 | $ | 396,583 |
See accompanying notes to consolidated financial statements
| F-4 |
| --- |
ABITS GROUP INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.Digital assets
| December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| BTC | Value | Number | Value | ||||||||
| Stock of bitcoins at the beginning of the year | 2.58 | 246,136 | 16.41 | 693,389 | |||||||
| Mined during the year | 40.27 | 3,859,668 | 100.55 | 6,570,519 | |||||||
| Exchanged for | (23.54 | ) | (2,180,105 | ) | (97.59 | ) | (6,360,675 | ) | |||
| Exchanged for T | (3.61 | ) | (326,409 | ) | (16.79 | ) | (1,180,595 | ) | |||
| Change in fair value of Bitcoin | - | 364,800 | - | 523,498 | |||||||
| Stock of bitcoins at the end of the year | 15.70 | $ | 1,964,090 | 2.58 | $ | 246,136 | |||||
| C (one unit = one dollar) | |||||||||||
| Balance brought forward: | - | - | - | 320,458 | |||||||
| Exchange for | - | - | - | (45,168 | ) | ||||||
| Exchange for T | - | - | - | (5,437 | ) | ||||||
| Procurement of equipment and expenses | - | - | - | (269,853 | ) | ||||||
| Balance carried forward: | - | - | - | - | |||||||
| T (one unit = one dollar) | |||||||||||
| Balance brought forward: | - | 11,617 | - | 180,310 | |||||||
| Proceeds from exchange of and C | - | 2,381,843 | - | 421,254 | |||||||
| Proceeds from exchange of bitcoins | - | 326,409 | - | 1,180,595 | |||||||
| Procurement of equipment and expenses | - | (2,719,869 | ) | - | (1,770,542 | ) | |||||
| Proceeds from sale of used equipment | - | - | - | - | |||||||
| Balance carried forward: | - | - | - | 11,617 | |||||||
| - | $ | 1,964,090 | - | $ | 257,753 |
All values are in US Dollars.
| F-5 |
| --- |
2.Property, equipment and vehicles
| Cost: | Land | Plant | Equipment | Vehicles | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2025 | $ | 1,896,291 | $ | 2,384,687 | $ | 8,127,643 | $ | 133,308 | $ | 12,541,929 |
| Additions | - | 128,390 | 2,900,215 | - | 3,028,605 | |||||
| Balance, June 30, 2025 | $ | 1,896,291 | $2,513,077 | $ | 11,027,858 | $ | 133,308 | $15,570,534 | ||
| Depreciation: | ||||||||||
| Balance, January 1, 2025 | $ | 526,079 | $ | 2,458,739 | $ | 121,205 | $ | 3,106,023 | ||
| Charge for the period | 243,477 | 1,364,325 | 12,103 | 1,619,905 | ||||||
| Balance, June 30, 2025 | - | $ | 769,556 | $ | 3,823,064 | $ | 133,308 | $ 4,725,928 | ||
| Net book value: | ||||||||||
| Balance, January 1, 2025 | $ | 1,896,291 | $ | 1,858,609 | $ | 5,668,904 | $ | 12,103 | $ | 9,435,907 |
| Balance, June 30, 2025 | $ | 1,896,291 | $ | 1,743,521 | $ | 7,204,794 | - | $ | 10,844,606 |
3.L oan and interest expense
In March 2025, the Company took a loan of $ 3.0 million, with interest at a simple rate of 12% per annum. The loan is repayable in 24 equal instalments and is secured on all the assets of the Company’s mining site at Duff, Tennessee. The interest expense for the period to June 30, 2025 is $90,000 (2024: Nil.
4.Revenue
| 2025-1H | 2024-1H | |||
|---|---|---|---|---|
| Bitcoin Operations ^(1)^ | 3,859,669 | 3,669,236 | ||
| Hosting income from third parties ^(2)^ | 135,889 | - | ||
| 3,995,558 | 3,669,236 |
^(1)^The output of bitcoins during the first half year of 2025 is 40.27 coins (2024-1H:61.53 coins).
^(2)^The Company began providing hosting services to third parties and charging a service fee from July 1, 2024.
| F-6 |
| --- |
Exhibit99.3
AbitsGroup Inc Reports Unaudited Financial Results for the First Half of 2025
HongKong, August 13, 2025 (GLOBE NEWSWIRE) – Abits Group Inc (NASDAQ: ABTS) is pleased to announce its half-year results for the period ended June 30, 2025.
The operating profit from mining operations for the six months to June 30, 2025 was $2.138 million, an improvement of nearly 6% from the corresponding period last year. This was despite the halving of the mining rewards from late April 2024 which reduced total output to 40.27 bitcoins in the first half of 2025 (61.53 bitcoins in the same period of 2024).
An improvement in the average price of bitcoins of $95,843 (2024: $59,628) and a maiden contribution from the Memphis hosting facility in the last quarter helped to compensate for the shortfall. The loss before interest and taxation was $0.25 million (2024:$0.14 million) due to a higher depreciation charge for the additional machines. After accounting further for an interest expense of $90,000 because of the loan taken to finance the Memphis investment, the operating result before taxation was a loss of $0.34 million (2024: $0.14 million).
The Company’s main mining site at Duff, Tennessee is now operating at an optimum. The load is 12mW and the output approximately 500 pH/s. In the first quarter of 2025, we successfully installed and operated two water wells, effectively reducing the water bill by as much as $25,000 per month. The electricity bills are higher for this six months than the same period last year because of a hike in the natural gas rate but the average cost per kWH is still maintained at well below $0.04 kWH.
For the Company’s second site in Memphis which is operating under a hosting joint-venture with the local utility board, about 2600 S19XPs have been installed since April 2025. The output is approximately 300 pH/s.
The Company has been exchanging its bitcoin for cash to meet its working capital requirement since the second half of 2023 and in this first half of 2025, it sold 27.15 bitcoins with its holdings as stock at $1.96 million on June 30, 2025. In March 2025, the Company took an external loan of $3.0 million to finance the equipment for hosting facility in Memphis.
The Company expects the second half of 2025 to boost an improvement for the full year as the hosting facility in Memphis kicks into full gear, barring sharp declines in bitcoin prices.
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.
Forfurther information, please contact
ABITS GROUP INC
CONSOLIDATED BALANCE SHEETS
| As of | As of | |||||
|---|---|---|---|---|---|---|
| June 30, 2025<br> <br>(Unaudited) | December 31, 2024 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 145,143 | $ | 1,118,929 | ||
| Receivable and other receivables | 492,791 | 398,707 | ||||
| Accounts prepaid | 50,000 | 160,000 | ||||
| Total current assets | 687,934 | 1,677,636 | ||||
| Digital assets | 1,964,090 | 257,753 | ||||
| Property, equipment and vehicles | 10,844,606 | 9,435,908 | ||||
| TOTAL ASSETS | 13,496,630 | 11,371,297 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Liabilities | ||||||
| Other payables and accruals | $ | 845,206 | $ | 990,346 | ||
| Loan | 2,625,000 | - | ||||
| Total Liabilities | 3,470,206 | 990,346 | ||||
| Stockholders’ Equity | ||||||
| Preferred stock, 0.01515 par value, authorized; 3,333,333 shares, 333,333 shares issued and outstanding as of June 30, 2025 and December,31 2024 | $ | 5,050 | $ | 5,050 | ||
| Common stock, 0.015 par value, authorized: 10,000,000 shares. Issued and outstanding: 2,370,139 shares as of June 30, 2025 and December,31, 2024 | 35,554 | 35,554 | ||||
| Additional paid-in capital | 89,290,193 | 89,290,193 | ||||
| Accumulated deficit | (79,158,170 | ) | (78,803,383 | ) | ||
| Accumulated other comprehensive income | (146,203 | ) | (146,463 | ) | ||
| Total Shareholders’ Equity | 10,026,424 | 10,380,951 | ||||
| Total Liabilities and Shareholders’ Equity | $ | 13,496,630 | $ | 11,371,297 |
All values are in US Dollars.
ABITS GROUP INC
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Six Months Ended | Six Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| Note | June 30, 2025 | June 30, 2024^^ | |||||
| Revenue | 4 | $ | 3,995,558 | $ | 3,669,627 | ||
| Direct costs of revenue | (1,856,866 | ) | (1,647,732 | ) | |||
| Profit from operations | 2,138,692 | 2,021,895 | |||||
| General and administrative expenses | (1,133,589 | ) | (1,119,138 | ) | |||
| Depreciation | (1,619,905 | ) | (1,274,029 | ) | |||
| Fair value changes of digital assets | 364,800 | 357,308 | |||||
| Loss before interest and taxes | (250,002 | ) | (13,964 | ) | |||
| Interest expense | 3 | (90,000 | ) | - | |||
| Loss before tax | (340,002 | ) | (13,964 | ) | |||
| Income taxes | (14,785 | ) | - | ||||
| Loss after tax | (354,787 | ) | (13,964 | ) | |||
| Foreign exchange adjustment | 260 | (17,382 | ) | ||||
| Comprehensive loss for the period | $ | (354,527 | ) | $ | (31,346 | ) | |
| Basic and diluted loss per ordinary share | $ | (0.15 | ) | $ | (0.013 | ) | |
| Basic and diluted average number of ordinary shares outstanding | 2,370,139 | 2,370,139 |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES TO STOCKHOLDERS’ EQUITY
| Accumulated | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Shares | Ordinary Shares | Additional<br><br> <br>paid-in | Accumulated | other<br> <br>comprehensive | |||||||||||||||
| Number | Amount | Number | Amount | capital | deficit | income | Total | ||||||||||||
| Balance, December 31, 2023 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (77,893,723 | ) | (124,414 | ) | 11,312,660 | |||||||||
| Net loss for the year | - | - | - | - | - | (909,660 | ) | - | (909,660 | ) | |||||||||
| Foreign exchange adjustment | - | - | - | - | - | - | (22,049 | ) | (22,049 | ) | |||||||||
| Balance, December 31, 2024 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (78,803,383 | ) | (146,463 | ) | 10,380,951 | |||||||||
| Net loss for the period | - | - | - | - | (354,787 | ) | - | (354,787 | ) | ||||||||||
| Foreign exchange adjustment | - | - | - | - | - | 260 | 260 | ||||||||||||
| Balance, June 30, 2025 | 333,333 | 5,050 | 2,370,139 | 35,554 | 89,290,193 | (79,158,170 | ) | (146,203 | ) | 10,026,424 |
ABITS GROUP INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the<br> <br>Six Months Ended | For the<br> <br>Six Months Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | |||||
| Net loss for the period | $ | (354,787 | ) | $ | (13,964 | ) |
| Adjustment to reconcile cash used in operating activities: | ||||||
| Depreciation of property, equipment and vehicles | 1,619,905 | 1,274,028 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables, other receivables and prepaid | 15,916 | 403,544 | ||||
| Other payable and accruals | (145,140 | ) | (84,909 | ) | ||
| Digital assets | (1,706,337 | ) | (352,026 | ) | ||
| Net cash (used in)/generated from operating activities | (570,443 | ) | 1,226,673 | |||
| Cash from Investing activities: | ||||||
| Purchase of property, equipment and vehicles | (3,028,603 | ) | (1,696,907 | ) | ||
| Net cash used in investing activities: | (3,028,603 | ) | (1,696,907 | ) | ||
| Cash from financing activities: | ||||||
| Loan from a third party | 3,000,000 | - | ||||
| Repayments of loan | (375,000 | ) | - | |||
| Net cash generated from financing activities | 2,625,000 | - | ||||
| Effect of exchange rates on cash and cash equivalents | 260 | (17,382 | ) | |||
| Net decrease in cash and cash equivalents | (973,786 | ) | (487,616 | ) | ||
| Cash and cash equivalents, beginning of period | 1,118,929 | 884,199 | ||||
| Cash and cash equivalents, end of period | $ | 145,143 | $ | 396,583 |