HONG KONG, Feb. 24, 2026 — Abits Group Inc (NASDAQ: ABTS) (the “Company”), a next-generation digital center with in-house bitcoin mining operations, today announced the completion of the previously disclosed registered direct offering with institutional investors, involving approximately $2.1 million in Ordinary Shares and pre-funded warrants, priced at $2.65 per Ordinary Share. The entire transaction was priced at the market in accordance with Nasdaq regulations.
The offering entailed the sale of 792,452 Ordinary Shares or Pre-Funded Warrants. The price per Ordinary Share stood at $2.65 (or $2.64999 for each Pre-Funded Warrant, which equates to the offering price per Ordinary Share sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and can be exercised at any point until fully exercised.
The Company received approximately $2.1 million in aggregate gross proceeds. The transaction concluded on February 24, 2026. The Company intends to utilize the net proceeds from the offering, along with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. served as the exclusive placement agent for the offering. Kaufman & Canoles, P.C. acted as the Company’s U.S. legal counsel. Lucosky Brookman LLP acted as U.S. counsel to Aegis Capital Corp.
The registered direct offering was conducted under an effective shelf registration statement on Form F-3 (No. 333-284387) that was previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 18, 2025. A final prospectus supplement and the accompanying prospectus detailing the offering terms were filed with the SEC and are accessible on the SEC’s website located at . Electronic copies of the final prospectus supplement and the accompanying prospectus, once available, can be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, via email at , or by telephone at +1 (212) 813-1010.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.
About Abits Group Inc
ABITS GROUP INC. (NASDAQ: ABTS), a company incorporated in the British Virgin Islands, operates a next-generation data center in Tennessee via its U.S. subsidiary, Abit USA, Inc., which engages in self-mining bitcoin operations and colocation hosting services.
Forward-Looking Statements
The foregoing material may include “forward-looking statements” as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements encompass all statements not solely related to historical or current facts, including but not limited to statements regarding the Company’s product development and business prospects, and can be recognized by terms such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative forms of these words or other similar terms. Forward-looking statements are not assurances of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to various risks and uncertainties that could materially impact current plans. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, actual results may differ materially from those anticipated, believed, estimated, expected, intended, or planned. While the Company believes the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, performance, or achievements. Unless required by applicable law, including the securities laws of the United States, the Company has no intention to update any forward-looking statements to align them with actual results.
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