6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2024

Commission File Number: 001- 41500

INTCHAINS GROUP LIMITED

(Exact name of registrant as specified in its charter)

c/o Building16, Lane 999, Xinyuan South Road,

Lin-Gang Special Area,

Pudong, Shanghai, 201306

People’s Republic of China

+86 021 58961080

(Addressof principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒   Form  40-F ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	Intchains Group Limited Reports Third Quarter 2024 Unaudited Financial Results

SIGNATURE

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.

	INTCHAINS GROUP LIMITED
Date: November 20, 2024	By:	/s/ Qiang Ding
	Name:	Qiang Ding
	Title:	Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

Intchains Group Limited Reports Third Quarter 2024 Unaudited Financial Results

Intchains Group Limited (Nasdaq: ICG) (“we,” or the “Company”), an innovative altcoins development company that primarily focuses on providing integrated solutions consisting of high-performance computing ASIC chip products for altcoins, and on acquiring and holding ETH-based cryptocurrencies as its long-term asset reserve to support its Web3 industry development initiatives including actively developing Web3-based applications, today announced its unaudited financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Operating and Financial Highlights

•	Sales volume of ASIC chips: Our sales volume of ASIC chips for Q3 2024 was 207,838 units, compared to<br>165,056 units for the same period in 2023, representing an increase of 25.9%. All ASIC chip sales in the third quarter of 2024 were for chips embedded in computing equipment used for blockchain applications.
•	Revenue: Our revenue for Q3 2024 reached RMB60.3 million (US$8.6 million), reflecting a significant<br>increase of 781.4% from RMB6.8 million for the same period of 2023. For the third quarter of 2024, revenue derived from mainland China and overseas countries and regions accounted for 33.8% and 66.2% of our total revenue, respectively.<br>
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•	Net Income: We reported a net income of RMB3.2 million (US$0.5 million) for Q3 2024, compared to a<br>net loss of RMB19.1 million for the same period in 2023.
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•	**Non-GAAP Adjusted Net Income:**Non-GAAP adjusted net income in the third quarter of 2024 was RMB6.4 million (US$0.9 million), as compared to a non-GAAP adjusted net loss of<br>RMB17.6 million in the third quarter of 2023. Non-GAAP adjusted net income excludes share-based compensation expenses. For further information, please refer to “Use of<br>Non-GAAP Financial Measures” in this press release.
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•	Cryptocurrency Assets: As of September 30, 2024, the fair value of our cryptocurrency assets was<br>RMB149.5 million (US$21.3 million), primarily comprised of approximately 4,149 ETH, valued at RMB76.4 million (US$10.9 million), and approximately 9,847,687 Tether (USDT) and USD Coin (USDC) with a total fair value of RMB69.0 million<br>(US$9.8 million).
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Intchains Group Unveils: Innovation and a Promising Outlook

Mr. Qiang Ding, Chairman of the Board of Directors and Chief Executive Officer, commented, “We are pleased to see the development of the crypto industry in 2024, which has driven the Company’s third quarter revenue to US$8.6 million, representing a year-on-year increase of 781.4%.Our net income has turned positive compared to the same period last year. In Q3 2024, we continued to implement our strategy of accumulating ETH, reaching 4,149 ETH as of September 30, 2024 representing a 71.7% increase as of June 30, 2024. As part of our initial foray into blockchain application expansion, we launched Goldshell Pay in Q3 2024, offering a one-stop payment solution for merchants. In November 2024, we were excited to see that the total market capitalization of cryptocurrencies reached a historical high, with ETH prices surpassing the average cost of our holdings as of September 30, 2024. Based on our confidence in the future of the crypto industry, we plan to launch a hardware crypto wallet in Q4 2024, and further advance our application expansion on the foundation of Goldshell Pay. Actively exploring new projects, we expect to complete the production and commercialization of new ASICs by Q1 2025. Stay tuned as we continue to push boundaries with our initiatives.”

Third Quarter 2024 Financial Results

Revenue

Revenue was RMB60.3 million (US$8.6 million) for the third quarter of 2024, representing an increase of 781.4% from RMB6.8 million for the same period of 2023. The substantial growth was primarily driven by a significant increase in the average selling price of our latest ASIC chip products launched in 2024 compared to our earlier ASIC chip products.

Cost of Revenue

Cost of revenue was RMB19.5 million (US$2.8 million) for the third quarter of 2024, representing an increase of 29.6% from RMB15.1 million for the same period of 2023. The percentage increase in cost of revenue was substantially lower than the percentage increase in our revenue, which was primarily due to the higher gross margins for our latest ASIC chip products launched in 2024 compared to the older ASIC chip products.

Operating Expenses

Total operating expenses were RMB37.7 million (US$5.4 million) for the third quarter of 2024, representing an increase of 90.8% from RMB19.7 million for the same period of 2023. The increase was primarily due to an increase in research and development expenses, and general and administrative expenses, and loss on fair value of cryptocurrency, net.

•	Research and development expenses increased by 21.1% to RMB13.8 million (US$2.0 million) for the third<br>quarter of 2024 from RMB11.4 million for the same period of 2023. The increase was primarily due to the increased share-based incentive expenses and labor costs.
•	Sales and marketing expenses remained steady at RMB2.2 million and RMB2.1 million (US$0.3 million),<br>respectively, for the third quarter of 2023 and 2024.
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•	General and administrative expenses increased by 41.6% to RMB8.7 million (US$1.2 million) for the third<br>quarter of 2024 from RMB6.2 million for the same period of 2023, mainly driven by increased share-based incentive expenses and professional fees.
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•	Loss on fair value of cryptocurrency, net, for the third quarter of 2024 was RMB13.1 million (US$1.9<br>million), compared to nil in the same period of 2023. The loss was primarily due to the volatility of the cryptocurrency market, with ETH falling approximately 23.5% from the end of the second quarter to the end of the third quarter of 2024.<br>
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Interest Income

Interest income decreased by 8.9% to RMB4.2 million (US$0.6 million) for the third quarter of 2024 from RMB4.6 million for the same period of 2023, mainly attributable to the decreased cash level due to our strategy of acquiring ETH-based cryptocurrencies using our cash flow.

Other Income, Net

Other income, net, increased by 90.9% to RMB2.6 million (US$0.4 million) for the third quarter of 2024 from RMB1.4 million for the same period of 2023. The increase was primarily due to an increase in grants received from the local government, which have no repayment obligations and change in fair value of short-term investments.

Net Income/(Loss)

As a result of the foregoing, we recorded a net income of RMB3.2 million (US$0.5 million) for the third quarter of 2024, compared to a net loss of RMB19.1 million for the same period of 2023.

Non-GAAP Adjusted Net Income/(Loss)

Non-GAAP adjusted net income in the third quarter of 2024 was RMB6.4 million (US$0.9 million), as compared to a non-GAAP adjusted net loss of RMB17.6 million for the same period of 2023.

Basic and Diluted NetEarnings/(Loss) Per Ordinary Share

Basic and diluted net earnings per ordinary share were RMB0.03 (US$nil) for the third quarter of 2024, compared to basic and diluted net loss per ordinary share of RMB0.16 for the same period of 2023.

Non-GAAP Basic andDiluted Net Earnings/(Loss) Per Ordinary Share

Non-GAAP adjusted diluted net income per ADS was RMB0.05 (US$nil) in the third quarter of 2024, compared to non-GAAP adjusted basic and diluted net loss per ordinary share of RMB0.15 in the same period of 2023. Each ADS represents two of the Company’s Class A ordinary shares.

Recent Development

Development of Goldshell Pay

As a part of our Web3 industry development initiatives, we have been actively developing applications based on blockchain technology. Goldshell Pay, our first such application, was launched in the third quarter of 2024. It provides professional, one-stop blockchain payment solutions for partners worldwide, equipping merchants with functions for risk monitoring, data operations, and business access. Once commercialized, we plan to collect service fees from merchants who process payments and receipts through Goldshell Pay. Currently in its trial stage, we do not expect Goldshell Pay to contribute materially to our profits during this phase. However, we believe it represents an important step toward becoming a company with a stable application development pipeline and the ability to navigate across the crypto cycle.

Conference Call Information

The Company’s management team will host an earnings conference call to discuss its financial results at 8:00 P.M. U.S. Eastern Time on November 20, 2024 (9:00 A.M. Beijing Time on November 21, 2024). Details for the conference call are as follows:

Event Title:	Intchains Group Limited Third Quarter 2024 Earnings Conference Call
Date:	November 20, 2024
Time:	8:00 P.M. U.S. Eastern Time
Registration Link:	https://register.vevent.com/register/BI7793a98395ad40a9b50fc25fb6fae254

All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of dial-in numbers and a personal access PIN, which will be used to join the conference call.

Additionally, a live and archived webcast of the conference call will also be available at the Company’s website at https://intchains.com/.

About Intchains Group Limited

Intchains Group Limited is an innovative altcoins development company that primarily focuses on providing integrated solutions consisting of high-performance computing ASIC chip products for altcoins, and on acquiring and holding ETH-based cryptocurrencies as its long-term asset reserve to support its Web3 industry development initiatives including actively developing Web3-based applications. For more information, please visit the Company’s website at: https://intchains.com.

Exchange Rate Information

The unaudited United States dollar (“US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the noon buying rate of US$1.00=RMB7.0176 on the last trading day of the third quarter of 2024 (September 30, 2024). No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about: (i) our goals and strategies; (ii) our future business development, formed condition and results of operations; (iii) expected changes in our revenue, costs or expenditures; (iv) growth of and competition trends in our industry; (v) our expectations regarding demand for, and market acceptance of, our products; (vi) general economic and business conditions in the markets in which we operate; (vii) relevant government policies and regulations relating to our business and industry; (viii) fluctuations in the market price of ETH-based cryptocurrencies; gains or losses from the sale of ETH-based cryptocurrencies; changes in accounting treatment for the Company’s ETH-based cryptocurrencies holdings; a decrease in liquidity in the markets in which ETH-based cryptocurrencies are traded; security breaches, cyberattacks, unauthorized access, loss of private keys, fraud, or other events leading to the loss of the Company’s ETH-based cryptocurrencies; impacts to the price and rate of adoption of ETH-based cryptocurrencies associated with financial difficulties and bankruptcies of various participants in the industry; and (viii) assumptions underlying or related to any of the foregoing. Investors can identify these forward-looking statements by words or phrases such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

Use of Non-GAAP Financial Measures

In evaluating Company’s business, the Company uses non-GAAP measures, such as adjusted income (loss) from operations and adjusted net income (loss), as supplemental measures to review and assess its operating performance. The Company defines adjusted income (loss) from operations as income (loss) from operations excluding share-based compensation expenses, and adjusted net income (loss) as net income (loss) excluding share-based compensation expenses. The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making. The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools and investors should not consider them in isolation, or as a substitute for net income, cash flows provided by operating activities or other consolidated statements of operations and cash flows data prepared in accordance with U.S. GAAP. One of the key limitations of using adjusted net income is that it does not reflect all of the items of income and expense that affect the Company’s operations. Share-based compensation expenses have been and may continue to be incurred in Company’s business and are not reflected in the presentation of adjusted net income. Further, the non-GAAP financial measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance.

For investor and media inquiries, please contact:

Intchains Group Limited

Investor relations

Email: ir@intchains.com

Redhill

Belinda Chan

Tel: +852-9379-3045

Email: belinda.chan@creativegp.com

INTCHAINS GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share and per share data, or as otherwise noted)

			As of<br>September 30,
			2024
			RMB			US
ASSETS
Current Assets:
Cash and cash equivalents	694,750			514,027
Inventories, net	41,767			87,436
Prepayments and other current assets, net	47,403			78,202
Short-term investments	13,596			49,348
Total current assets	797,516			729,013
Non-current Assets:
Cryptocurrency	645			149,529
Property, equipment, and software, net	49,184			49,546
Intangible assets, net	3,425			3,584
Right-of-use<br>assets	1,735			1,007
Deferred tax assets	12,899			19,326
Prepayments on long-term assets	113,425			112,856
Other non-current assets	421			432
Total non-current assets	181,734			336,280
Total assets	979,250			1,065,293
LIABILITIES, AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	195			7,645
Contract liabilities	9,828			45,131
Income tax payable	1,634			3,381
Lease liabilities	1,103			1,136
Provision for warranty	40			22
Accrued liabilities and other current liabilities	15,364			13,269
Total current liabilities	28,164			70,584
Non-current Liabilities:
Deferred tax liabilities	—			543
Lease liabilities	761			—
Total non-current liabilities	761			543
Total liabilities	28,925			71,127
Shareholders’ Equity:
Ordinary shares (US0.000001 par value; 50,000,000,000 shares authorized, 119,876,032 and<br>120,023,092 shares issued, 119,876,032 and 119,962,962 shares outstanding as of December 31, 2023 and September 30, 2024, respectively)	1			1
Subscriptions receivable from shareholders	(1	)		(1	)
Additional paid-in capital	186,262			193,243
Statutory reserve	48,265			51,376
Accumulated other comprehensive income/(loss)	1,838			(350	)		)
Retained earnings	713,960			749,897
Total equity	950,325			994,166
Total liabilities and shareholders’ equity	979,250			1,065,293

All values are in US Dollars.

INTCHAINS GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME/(LOSS)

(All amounts in thousands, except share and per share data, or as otherwise noted)

	For the Three Months ended September 30,
	2023			2024
	RMB			RMB			US
Products revenue		6,842			60,305
Cost of revenue		(15,054	)		(19,508	)		)
Gross profit/(loss)		(8,212	)		40,797
Operating expenses:
Research and development expenses		(11,370	)		(13,769	)		)
Sales and marketing expenses		(2,195	)		(2,056	)		)
General and administrative expenses		(6,176	)		(8,744	)		)
Loss on fair value of cryptocurrency, net		—			(13,089	)		)
Total operating expenses		(19,741	)		(37,658	)		)
Income/(loss) from operations		(27,953	)		3,139
Interest income		4,571			4,162
Foreign exchange losses, net		(603	)		(1,301	)		)
Other income, net		1,352			2,581
Income/(loss) before income tax expenses		(22,633	)		8,581
Income tax (expense)/benefit		3,537			(5,425	)		)
Net Income/(loss)		(19,096	)		3,156
Foreign currency translation adjustment, net of nil tax		(399	)		(1,967	)		)
Total comprehensive income/(loss)		(19,495	)		1,189
Weighted average number of shares used in per share calculation
— Basic		119,876,032			119,961,032
— Diluted		119,876,032			120,035,926
Net earnings/(loss) per share
— Basic		(0.16	)		0.03
— Diluted		(0.16	)		0.03

All values are in US Dollars.

INTCHAINS GROUP LIMITED

RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except per share data)

	For the Three Months ended September 30,
	2023			2024
	RMB			RMB		US
Income/(loss) from operations		(27,953	)		3,139
Add:
Share-based compensation expense		1,490			3,247
Non-GAAP adjusted income/(loss) fromoperations		(26,463	)		6,386
Net income/(loss)		(19,096	)		3,156
Add:
Share-based compensation expense		1,490			3,247
Non-GAAP adjusted net income/(loss)		(17,606	)		6,403
Non-GAAP adjusted net earning/(loss) per share
— Basic		(0.15	)		0.05
— Diluted		(0.15	)		0.05

All values are in US Dollars.

INTCHAINS GROUP LIMITED

UNAUDITED CRYPTOCURRENCY-ADDITIONAL INFORMATION

As of Quarter Ended	Cryptocurrency			OriginalCostBasis	ApproximateAverage CostPrice PerUnit ofCryptocurrency		Lowest MarketPrice PerUnit ofCryptocurrencyDuringQuarter (a)		MarketValue ofCryptocurrencyHeld at End ofQuarter UsingLowest MarketPrice (b)	HighestMarket PricePer Unit ofCryptocurrencyDuringQuarter (c)		MarketValue ofCryptocurrencyHeld at End ofQuarter UsingHighest MarketPrice (d)	MarketPrice PerUnit ofCryptocurrencyat End ofQuarter (e)		MarketValue ofCryptocurrencyHeld at End ofQuarter UsingEnding MarketPrice (f)
September 30, 2024	ETH	3,522
	ETH-Coinbase Staked	627
	Bitcoin	8.47
	T&C	9,847,687
	Others	Multiple	*			*		*			*			*
	Total
June 30, 2024	ETH	1,937
	ETH-Coinbase Staked	480
	Bitcoin	3.95
	T&C	10,422,648
	Others	Multiple	*			*		*			*			*
	Total
March 31, 2024	ETH	346
	ETH-Coinbase Staked	479
	Bitcoin	0.67
	T&C	99,583
	Others	Multiple	*			*		*			*			*
	Total

All values are in US Dollars.

*	The ‘Others’ category encompasses various cryptocurrencies that are not reported individually due to<br>their lower significance. This category is labeled as ‘Multiple’ to indicate the presence of diverse prices associated with different type of cryptocurrency. Due to their immaterial nature, detailed price listings are not provided.<br>
(a)	The “Lowest Market Price Per Unit of Cryptocurrency During Quarter” represents the lowest market<br>price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter, without regard to when we obtained any of the cryptocurrency.
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(b)	The “Market Value of Cryptocurrency Held at End of Quarter Using Lowest Market Price” represents a<br>mathematical calculation consisting of the lowest market price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter multiplied by the number of cryptocurrency we held at the end of the applicable<br>period.
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(c)	The “Highest Market Price Per Unit of Cryptocurrency During Quarter” represents the highest market<br>price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter, without regard to when we obtained any of the cryptocurrency.
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(d)	The “Market Value of Cryptocurrency Held at End of Quarter Using Highest Market Price” represents a<br>mathematical calculation consisting of the highest market price for a single unit of cryptocurrency reported on the Coinbase exchange during the respective quarter multiplied by the number of cryptocurrency we held at the end of the applicable<br>period.
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(e)	The “Market Price Per Unit of Cryptocurrency at End of Quarter” represents the market price of a<br>single unit of cryptocurrency on the Coinbase exchange at midnight UTC+8 time on the last day of the respective quarter, which aligns with the our revenue recognition cut-off.
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(f)	The “Market Value of Cryptocurrency Held at End of Quarter Using Ending Market Price” represents a<br>mathematical calculation consisting of the market price of a single unit of cryptocurrency on the Coinbase exchange at midnight UTC+8 time on the last day of the respective quarter multiplied by the number of cryptocurrency we held at the end of the<br>applicable period.
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