Abits (US:ABTS)2025-04-30 20:30Preliminary Information This section provides the SEC filing details, registrant information (ABITS GROUP INC, British Virgin Islands, Nasdaq Capital Market listing under ABTS), and a cautionary statement regarding forward-looking statements, emphasizing inherent risks and uncertainties Registrant Details | Attribute | Value | | :--- | :--- | | Exact Name | ABITS GROUP INC | | Jurisdiction of Incorporation | British Virgin Islands | | Securities Registered | Ordinary shares, no par value per share | | Symbol | ABTS | | Exchange | Nasdaq Capital Market | | Outstanding Ordinary Shares (as of Dec 31, 2024) | 2,370,139 (retroactively adjusted for 1-for-15 share consolidation on March 10, 2025) | | Filing Type | Annual Report on Form 20-F | | Period Ended | December 31, 2024 | | Filer Status | Non-accelerated filer | | Accounting Standard | U.S. GAAP | - The report contains forward-looking statements that are subjective and involve known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from those described or implied192021 - Investors are advised to consider factors discussed under 'Risk Factors' and 'Operating and Financial Review and Prospects'192021 PART I Item 1. Identity of Directors, Senior Management and Advisers This item is not applicable for annual reports on Form 20-F - This item is not applicable for annual reports on Form 20-F22 Item 2. Offer Statistics and Expected Timetable This item is not applicable for annual reports on Form 20-F - This item is not applicable for annual reports on Form 20-F23 Item 3. Key Information This section details the company's corporate structure, its compliance status under the HFCAA, its foreign private issuer status, and its limited operations in China. It also presents selected financial data and a comprehensive summary of risk factors related to general business operations, bitcoin mining, intellectual property, and regulatory compliance Corporate Structure and Regulatory Status Details Abits Group Inc.'s BVI holding structure, U.S. operations, HFCAA status, foreign private issuer exemptions, and limited PRC subsidiary role - Abits Group Inc. is a British Virgin Islands holding company that conducts its operations in the United States through its wholly-owned subsidiaries, Abit USA, Inc. and Abits Inc.2627 - The company divested its substantial business operations in the PRC in July 2022, focusing solely on the bitcoin mining industry2627 Wholly-owned Subsidiaries | Subsidiary Name | Jurisdiction of Incorporation | | :--- | :--- | | Abit Hong Kong Limited | Hong Kong | | Abit USA, Inc. | Delaware | | Abits Inc. | Delaware | | Beijing Bitmatrix Technology Co. Ltd. | China | - The company was conclusively identified by the SEC as a Commission-Identified Issuer under the HFCAA in June 2022 due to its former auditor3234 - It appointed Audit Alliance LLP (based in Singapore and providing complete PCAOB access) as its independent registered public accounting firm, which is not subject to PCAOB's previous adverse determinations3234 - As a foreign private issuer, the company is exempt from certain Exchange Act rules applicable to U.S. domestic issuers, including less frequent reporting and different disclosure levels, which may afford less protection to shareholders36 - The PRC subsidiary, Bitmatrix, provides limited in-house administrative support and does not conduct revenue-generating business373941 - The company believes it is not required to obtain additional permissions from PRC authorities (CSRC, CAC) for its current operations, based on its limited PRC nexus and senior management residency373941 - Abits Group Inc. relies on its U.S. subsidiaries for funding, which generate cash from bitcoin mining operations and reinvest it424348 - The PRC subsidiary, Bitmatrix, is a stand-alone operation with sufficient cash reserves (approx. RMB1.0 million) for its own use and does not rely on funding from the holding company or other subsidiaries424348 Inter-company Loans (Amount due from subsidiaries to holding company) | Year ended December 31 | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Amount due from Abits Group Inc | $1,241,125 | $590,188 | -$550,933 | | Amount due from Abit Hong Kong | $880,841 | $283,058 | — | Selected Financial Data Presents key consolidated financial data, including statements of operations and balance sheet metrics for recent fiscal years Summary Consolidated Statements of Operations (Year ended December 31) | Metric | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | $6,711,225 | $1,681,533 | $161,428 | | Profit /(Loss) from operations | $3,375,406 | $1,226,065 | ($19,260,227) | | Loss before taxation | ($798,293) | ($12,585,250) | ($21,520,114) | Summary Consolidated Balance Sheet Data (as of December 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,118,929 | $884,199 | | Digital assets | $257,753 | $1,194,157 | | Property, equipment and vehicles | $9,435,908 | $9,465,567 | | Other assets | $558,707 | $774,345 | | Total assets | $11,371,297 | $12,318,268 | | Total liabilities | ($990,347) | ($1,005,608) | | Shareholders' equity | $10,380,950 | $11,312,660 | Risk Factors Highlights risks: liquidity, operating losses, Bitcoin volatility, tech obsolescence, regulatory compliance, and share price - The company faces general risks including liquidity management challenges, a history of operating losses, potential for significant fluctuations in operating results, and risks associated with future acquisitions or joint ventures6370727374 - Key risks related to bitcoin mining include high volatility in Bitcoin prices, operating costs potentially outpacing revenues, an evolving business model subject to uncertainties, and the impact of regulatory changes on cryptocurrency use and operations6894959899100 - The company is exposed to risks from technological obsolescence, global supply chain disruptions for mining hardware, and potential loss or theft of digital assets due to cybersecurity threats or irreversible transactions118119123129144 - Risks related to limited operations in certain jurisdictions include potential delisting under the HFCAA if the auditor cannot be inspected, uncertainties in the interpretation and application of PRC laws (e.g., cybersecurity, data protection) to its limited PRC subsidiary activities, and negative impacts from past association with divested Chinese subsidiaries156163164166170175 - Risks related to ordinary shares include thin trading volume, potential inability to sell shares at desired prices, high price volatility unrelated to traditional financial factors, and the unlikelihood of paying cash dividends in the foreseeable future68183185 [Item 4. Information on The Company](index=42&type=section&id=Item%204.%20Information