Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 December 2024

 

Commission File Number: 333-256665

 

ABITS GROUP INC

 

Level 24, 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:

 

The Registrant held its 2024 annual meeting of shareholders (the “Annual Meeting”) on December 10, 2024, at 11:00 A.M., Hong Kong Time, at Level 24, 33 Hysan Avenue, Causeway Bay, Hong Kong SAR, China.

 

A total of 44,653,789 votes of the Registrant’s ordinary shares and preferred shares present in person or by proxy, representing 68.12% of the combined voting power of the ordinary shares and preferred shares entitled to vote at the Annual Meeting and constituting a quorum for the transaction of business.

 

The following tables reflect the final tabulation of the votes with respect to each proposal submitted to a vote of the Registrant’s shareholders at the Annual Meeting. Abstentions were counted as present for the purpose of establishing a quorum, but were not treated as votes cast on each respective proposal. Each ordinary share is entitled to one vote, and each preferred share is entitled to six votes. The number of votes cast by preferred shares represented 5,000,000 preferred shares multiplied by six votes per share.

 

PROPOSAL 1:

Election of Directors

 

Nominee		For				Against				Abstain
Conglin (Forrest) Deng			44,648,785				4,385				618
Lionel Choong Khuat Leok			44,648,803				4,385				600
Tao Xu			44,648,889				4,281				618
Chuan Zhan			44,648,907				4,281				600
Yanyan Sun			44,648,817				4,371				600

 

PROPOSAL 2:

Ratification of Appointment of Independent Auditor

 

Total Votes

For

Against

Abstain

Ordinary shares and preferred shares

44,650,439

3,131

218

 

PROPOSAL 3:

Reverse Share Split at A Ratio between One-for-Six and One-for-Fifteen, with the Exact Ratio to Be Determined by the Board of Directors.

 

Total Votes

For

Against

Abstain

Ordinary shares and preferred shares

44,646,703

6,784

302

 

PROPOSAL 4:

Such other business as may properly come before the meeting or any adjournment thereof.

 

Total Votes

For

Against

Abstain

Ordinary shares and preferred shares

44,645,097

8,374

318

 

On December 12, 2024, the Registrant issued a press release announcing the results of its 2024 Annual Meeting of Shareholders. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

 

 

Exhibit Index

 

Exhibit		Description
99.1		Press release dated December 12, 2024

 

 

 

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: December 12, 2024	By:	/s/ Deng Conglin
	Name:	Deng Conglin
	Title :	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Abits Group Announces Results of Annual Meeting of Shareholders

 

Hong Kong, December 12, 2024 (GLOBE NEWSWIRE) – Abits Group Inc (the “Company”) (NASDAQ: ABTS), a digital data center operator specializing in bitcoin self-mining operations, today announced the results of its 2024 Annual Meeting of Shareholders that was held on December 10, 2024 in Hong Kong.

 

At the meeting, the shareholders:

 

	●	Elected Conglin (Forrest) Deng, Lionel Choong Khuat Leok, Tao Xu, Chuan Zhan, and Yanyan Sun to its Board of Directors;
	●	Ratified the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024
	●	Approved a share consolidation of the issued and outstanding shares of the Company’s ordinary shares at a ratio between one-for-six and one-for-fifteen, with the exact ratio to be determined by the Board of Directors in its discretion and an amendment and restatement to the Company’s memorandum and articles of association giving effect to the Reverse Share Split.

 

About Abits Group Inc

 

Abits Group Inc (formerly, Moxian (BVI) Inc), a British Virgin Islands business company formed 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 wholly owned U.S. subsidiaries.

 

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. Oral forward-looking statements. 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 China’s credit industry, especially the expected growth of China’s online lending platform; market-oriented and credit products and The demand and acceptance of services; and the ability of credit to attract and retain borrowers and lenders in the market; 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

[phone]

[e-mail]

 

 

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