ABITS GROUP INC. Form 6-K Filing Summary

This Form 6-K report details a significant transaction for ABITS GROUP INC. effective August 5, 2026. CEO Conglin Deng transferred all his beneficial interests in the company's securities to ARC Group International Ltd. (ARC) for $5.0 million in cash and a $3.5 million promissory note. As a result, ARC now holds approximately 47% of the company's voting power, while Mr. Deng holds none. This transaction involved existing interests, not new securities. The agreement includes provisions for additional ordinary shares or cash payments to Mr. Deng based on future acquisitions by the company within 180 days. The company has also entered into registration rights agreements with ARC and Mr. Deng, and granted Mr. Deng a right of first refusal for company assets. Furthermore, there are restrictions on the company issuing new equity securities without ARC's consent. In terms of governance, Stephen Faucetta has been appointed Chief Investment Officer. Additionally, Tao Xu and Chuan Zhan resigned from the Board of Directors, and Phillip Balatsos and Andrew Hancox were appointed as independent directors. A temporary subcommittee of the Nominating Committee has been established, consisting of Messrs. Balatsos and Hancox, with specific authorities related to executive positions and Mr. Deng's employment and board succession.