Abits Group Inc filed a Form F-1 registration statement with the SEC on October 28, 2026, covering the resale of up to 50,476,408 ordinary shares by selling shareholder Shakawe Capital LLC under a previously executed equity line of credit arrangement.

Key Highlights

  • Total shares registered: Up to 50,476,408 ordinary shares, no par value, are covered by this prospectus for resale by Shakawe Capital LLC.
  • Put Shares: Up to 18,148,821 ordinary shares may be issued and sold to Shakawe under the Equity Purchase Agreement, representing potential gross proceeds of approximately US$20.0 million to the company.
  • Commitment Shares: Up to 32,327,587 ordinary shares are registered as commitment fees, including up to 26,970,444 True-Up Commitment Shares potentially issuable under true-up provisions.
  • Maximum facility size: The Equity Purchase Agreement, dated September 14, 2026, allows the company to sell up to US$250,000,000 of ordinary shares to Shakawe over a 36-month period ending September 14, 2029.
  • Assumed pricing: The filing uses an assumed purchase price of US$1.102 per share (95% of the Nasdaq Official Closing Price of US$1.16 on September 28, 2026) and a True-Up Commitment Share Reference Price of US$0.232 per share for registration purposes only.
  • Ownership cap: The Equity Purchase Agreement limits any single put to 4.99% of issued and outstanding ordinary shares, and the ELOC Investor may not beneficially own more than 4.99% of then-outstanding shares after any issuance.
  • Emerging growth company: According to the filing, the registrant qualifies as an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Abits Group Registers Equity Line Resale Shares Under September 2026 PIPE Agreement

Abits Group Inc, incorporated in the British Virgin Islands with principal executive offices at Level 24 Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong SAR, People's Republic of China, filed a preliminary Form F-1 registration statement on October 28, 2026. The filing relates entirely to the resale of ordinary shares by Shakawe Capital LLC, a Wyoming limited liability company, and not to any primary offering by the company itself. According to the filing, the company will not receive proceeds from Shakawe's resale of the registered shares.

The registration covers two categories of shares. The first category consists of up to 18,148,821 Put Shares that the company may elect to sell to Shakawe under the Equity Purchase Agreement dated September 14, 2026. The filing states that the Put Shares registered are sufficient, at the assumed price of US$1.102 per share, to generate approximately US$20.0 million in gross proceeds for the company. The second category consists of up to 32,327,587 Commitment Shares, including 26,970,444 True-Up Commitment Shares, issued or issuable as a commitment fee. The filing notes that the assumed prices used for registration purposes "do not establish a floor or a ceiling on the actual prices at which Ordinary Shares will be issued under the Equity Purchase Agreement."

Under the terms described in the filing, the company directs each purchase by delivering a written notice to Shakawe between 4:00 p.m. and 6:30 p.m. New York City time on a trading day. Regular Put purchase prices are set at 95% of the lowest daily volume-weighted average price during the three consecutive trading days following the applicable put date. The filing identifies Shakawe Capital LLC as deemed to be an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933 with respect to the shares offered. The filing also warns that additional issuances beyond those registered could cause further dilution to shareholders and would require additional registration statements before Shakawe could resell any excess shares.

What Was Disclosed

Abits Group filed a preliminary F-1 registration statement to allow Shakawe Capital LLC to resell up to 50,476,408 ordinary shares tied to a US$250,000,000 equity line of credit agreement executed September 14, 2026. The company itself is not selling shares under this prospectus.