Abits Group Inc filed a Form 6-K with the SEC on November 2, 2026, disclosing that the company and Shakawe Capital LLC entered into a Leak-Out Agreement and a Standstill Waiver and Commitment Share True-Up Letter Agreement, both dated October 30, 2026.

Key Highlights

  • Leak-Out restriction: Shakawe Capital LLC and its trading affiliates may not sell or transfer Commitment Shares on any trading day in excess of 10% of that day's Ordinary Share trading volume on The Nasdaq Capital Market.
  • Commitment Fee: Under the underlying Equity Purchase Agreement dated September 14, 2026, the company agreed to pay Shakawe Capital a commitment fee of US$7,500,000 in Ordinary Shares or pre-funded warrants.
  • Standstill waiver: The Investor waived the post-effectiveness standstill under Section 6.13 of the Equity Purchase Agreement solely to permit the company to deliver put notices and issue Put Shares following the effectiveness of its resale registration statement on Form F-1.
  • Additional true-up: In consideration of the standstill waiver, the company agreed to an additional true-up of the Commitment Shares on the sixtieth calendar day after the effective date of the Registration Statement, or the next trading day if that day is not a trading day.
  • Registration obligation: According to the filing, the company has agreed to register the True-Up Commitment Shares and may need to file one or more additional registration statements to ensure such registration.

Abits Group and Shakawe Capital Agree to Transfer Limits and Standstill Waiver on Commitment Shares

According to the Form 6-K filed by Abits Group Inc (NASDAQ:ABTS), a British Virgin Islands business company headquartered in Causeway Bay, Hong Kong, the company and Shakawe Capital LLC entered into two related agreements on October 30, 2026. These agreements follow the Equity Purchase Agreement that the parties previously entered into on September 14, 2026, under which the company committed to pay Shakawe Capital a fee of US$7,500,000 in Ordinary Shares or pre-funded warrants, subject to a price-based true-up mechanism that could require issuance of additional shares referred to as True-Up Commitment Shares.

The Leak-Out Agreement restricts the Investor and its trading affiliates from selling or otherwise transferring "Leak-Out Securities" - defined as all Commitment Shares including True-Up Commitment Shares - beyond 10% of the applicable day's Ordinary Share trading volume on The Nasdaq Capital Market, including pre-market and after-hours sessions but excluding the Investor's own sales in that calculation. The filing states that Put Shares purchased by the Investor under the Equity Purchase Agreement or in the open market are not Leak-Out Securities. The restrictions remain in effect until the Investor and its affiliates no longer hold, and are not entitled to receive, any Leak-Out Securities, unless the company elects to release them earlier. Any assignee of Leak-Out Securities must agree to the same restrictions, and sales by the Investor, its trading affiliates, and all assignees are aggregated for purposes of the daily limit.

Under the Letter Agreement, the Investor waived the post-effectiveness standstill under Section 6.13 of the Equity Purchase Agreement solely to allow the company to deliver put notices and issue Put Shares after the Form F-1 resale registration statement becomes effective. The filing notes that the standstill otherwise remains in effect. Both agreements are filed as exhibits to the report and are incorporated by reference; the filing characterizes the descriptions as summaries that "do not purport to be complete."

What Was Disclosed

Abits Group Inc disclosed two agreements with Shakawe Capital LLC dated October 30, 2026: a Leak-Out Agreement capping daily Commitment Share sales at 10% of trading volume, and a Letter Agreement providing a limited standstill waiver along with a 60th-day Commitment Share true-up obligation tied to the Form F-1 registration statement's effective date.