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 April 2024
Commission
File Number: 333-256665
Abits
Group Inc
Level
11 Lee Garden One, 33 Hysan Avenue
Causeway
Bay
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
April 12, 2024, the Registrant received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Registrant that the minimum closing bid price per share for its ordinary shares was below $1.00 for a period of 30 consecutive
business days and that the Registrant did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). This
current report is filed pursuant to Nasdaq Listing Rule 5810(b). The Nasdaq notification letter does not result in an immediate delisting
of the Registrant’s ordinary shares, and the ordinary shares will continue to trade uninterrupted under the symbol “ABTS.”
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Registrant has a compliance period of 180 calendar days, or until October 9, 2024 (the “Compliance
Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period,
the closing bid price per share of the Registrant’s ordinary shares is at least $1.00 for a minimum of 10 consecutive business
days, Nasdaq will provide the Registrant a written confirmation of compliance and the matter will be closed.
In
the event the Registrant does not regain compliance by October 9, 2024, the Registrant may be eligible for an additional 180 calendar
day grace period. To qualify, the Registrant will be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide
written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split,
if necessary. If the Registrant chooses to implement a reverse stock split, it must complete the split no later than ten business days
prior to the expiration of the second compliance period.
On
April 15, 2024, the Registrant issued a press release entitled “Abits Group Receives NASDAQ Notification Regarding Minimum Bid
Requirements.” 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:
April 15, 2024 |
By: |
/s/
Deng Conglin |
|
Name: |
Deng
Conglin |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Abits
Group Receives NASDAQ Notification Regarding Minimum Bid Price Requirements
Hong
Kong, April 15, 2024 (GLOBE NEWSWIRE) — Abits Group Inc (the “Company”) (NASDAQ: ABTS), a company engaged in bitcoin
mining and related services business based in the United States, announced today that on April 12, 2024, it received a letter from The
Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is currently not in compliance with the minimum bid price
requirement set forth under Nasdaq Listing Rule 5550(a)(2). It resulted from the fact that the closing bid price of the Company’s
ordinary shares was below $1.00 per share for a period of 30 consecutive business days. This press release is issued pursuant to Nasdaq
Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. The notification has no immediate effect
on the listing of the Company’s ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker “ABTS”.
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until October 9, 2024 (the “Compliance
Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period,
the closing bid price per share of the Company’s ordinary shares is at least $1.00 for a minimum of 10 consecutive business days,
Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In
the event the Company does not regain compliance with the minimum bid price requirement by October 9, 2024, the Company may be eligible
for an additional 180 calendar day grace period.
About
Abits Group Inc
Abits
Group Inc, a company organized in the British Virgin Islands in May 2021. Abits Group Inc operates
in the State of Tennessee through a wholly owned subsidiary, ABIT USA, Inc., and also operates in Beijing and Hong Kong, China.
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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