Abits Group Inc filed Amendment No. 1 to its Form F-1 registration statement (File No. 333-299685) with the SEC on October 29, 2026, as an exhibits-only filing to re-file and correct the date on a legal opinion previously submitted.

Key Highlights

  • Purpose: The amendment was filed solely to re-file Exhibit 5.3 (the opinion of Patrick Mak & Tse) to correct the date of the opinion, and to amend and restate the exhibit index in Part II of the registration statement.
  • Scope: According to the filing, the amendment consists only of the facing page, the explanatory note, the exhibit index, the signature page, and the re-filed exhibit; all other portions of the registration statement are unchanged.
  • Registrant: 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.
  • Emerging growth company: The filing indicates that the registrant qualifies as an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
  • Signatories: The amendment was signed on October 29, 2026, by Stephen Faucetta (Chief Executive Officer and Chairman) and Kai Zhang (Chief Financial Officer), along with directors Glenn Josephs, Mohsen (Michael) Khorassani, Phillip Balatsos, and Andrew Hancox.

Abits Group's Exhibits-Only F-1 Amendment and Corrected Legal Opinion

Abits Group Inc submitted this amendment to its previously filed Form F-1 registration statement, identified under File No. 333-299685, on October 29, 2026. As the company disclosed in its explanatory note, the sole purpose of the filing was to re-file Exhibit 5.3, the opinion of Patrick Mak & Tse, in order to correct the date of that opinion. The company also used the amendment to amend and restate the exhibit index contained in Part II of the registration statement.

According to the filing, the remainder of the registration statement is unchanged and was therefore omitted from this amendment. The exhibit index lists a range of previously filed and newly filed exhibits, including corporate governance documents, forms of convertible promissory notes and warrants dated September 14, 2026, securities purchase agreements, registration rights agreements, equity purchase agreements, lock-up agreements, and a placement agent agreement, all incorporated by reference from prior filings. The Preferred Share Repurchase and Cancellation Agreement, dated September 10, 2026, is listed as previously filed (Exhibit 10.7).

The registration statement covers securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, with the approximate commencement of the proposed sale described as "from time to time after the effective date of this registration statement as determined by the registrant." The filing was signed in Kentucky, United States, with Stephen Faucetta also serving as the authorized representative in the United States.

What Was Disclosed

Abits Group Inc filed Amendment No. 1 to its Form F-1 (File No. 333-299685) on October 29, 2026, as an exhibits-only submission to correct the date on Exhibit 5.3, the opinion of Patrick Mak & Tse, and to restate the exhibit index. No other part of the registration statement was altered.