Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
November 16 2023 - 10:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2023
Commission
File Number: 333-256665
Abits
Group Inc
Unit
911, Tower 2, Silvercord, 30 Canton Road
Tsimshatsui
Hong
Kong SAR, China
(Address
of 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:
On
November 16, 2023, the Registrant issued a press release announcing the change of its corporate name from “Moxian (BVI) Inc”
to “Abits Group Inc”. In connection with the name change, the Registrant’s ordinary shares will begin trading under
a new ticker symbol “ABTS” effective before the opening of trading on November 17, 2023.
On
October 25, 2023, the Board of Directors of the Registrant approved to change the Registrant’s name from Moxian (BVI) Inc to Abits
Group Inc. On November 14, 2023, the British Virgin Islands Registrar of Corporate Affairs issued the certificate of name change
to the Registrant. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 1.1, and a copy of
the new Specimen Share Certificate is attached as Exhibit 2.1.
On
November 16, 2023, the Registrant issued a press release entitled “Moxian Announces Name Change to Abits Group Inc.” A copy
of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT
INDEX
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:
November 16, 2023 |
By: |
/s/
Conglin Deng |
|
Name: |
Conglin
Deng |
|
Title: |
Chief
Executive Officer |
Exhibit 1.1
Exhibit 2.1
Exhibit
99.1
Moxian
Announces Name Change to Abits Group Inc
Hong
Kong, November 16, 2023 (GLOBE NEWSWIRE) — Moxian (BVI) Inc (the “Company”) (NASDAQ: MOXC), a company engaged in bitcoin
mining and related services in the United States, today announced that it has changed its corporate name from Moxian (BVI) Inc to Abits
Group Inc. In addition, the Company’s ticker symbol on the Nasdaq Capital Market will be changed to “ABTS” from “MOXC”
effective before the opening of trading on November 17, 2023.
“The
date marks an important milestone in the Company’s history,” said Mr. Conglin (Forrest) Deng, Executive Director and Chief
Executive Officer of Abits Group Inc. “The new name better reflects the transformation in the Company’s core business and
the beginning of a new chapter in its corporate history. It also coincides with the launch of a mining center in Tennessee, which is
driven by a new generation of innovative and sustainable hydro-power.”
The
corporate name change to Abits Group Inc does not affect the rights of the Company’s shareholders and no action is required by
shareholders with respect to the name change. The number of outstanding ordinary shares of the Company is also not affected by the name
and ticker symbol changes.
About
Abits Group Inc
Abits
Group 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-Looking
Statements
This
announcement contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934 as amended. These forward-looking
statements are based on the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and may be governed by terms
such as “will,” “expect,” “anticipate,” “future,” “intend,” “plan,”
Believe, “estimate”, “potential”, “continue”, “in progress”, “goal”, “guidance
expectations” and similar statements are identified. The company may also include in its periodic reports to the US Securities
and Exchange Commission (“SEC”), annual reports to shareholders, press releases and other written materials, as well as oral
statements 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 and
risks include, but are not limited to, the following: company’s goals and strategies; future business development; financial status
and operating results; expected growth of bitcoin mining industry and Internet media marketing industry; demand and acceptance of the
company’s products and services; the relationship between the company and strategic partners; industry competition; and policies
and regulations related to the company’s structure, business and industry. More detailed information about these and other risks
and uncertainties is included in the company’s filings with the Securities and Exchange Commission. All information provided in
the company’s introduction is the latest information as of the date of publication of the company. Except as provided by applicable
law, the company is not obligated to update such information.
For
further information, please contact:
Wanhong
Tan
Chief
Financial Officer
+852
9855 6575
yf@abitgrp.com
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