SecProbe.io

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 November 21, 2025

Conglin Deng
Chief Executive Officer
Abits Group Inc
Level 24 Lee Garden One, 33 Hysan Avenue
Causeway Bay, Hong Kong SAR
People s Republic of China

 Re: Abits Group Inc
 Amendment No. 2 to Registration Statement on Form F-3
 Filed September 11, 2025
 File No. 333-284387
Dear Conglin Deng:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 12,
2025 letter.

Amendment No. 2 to Registration Statement on Form F-3
Cover Page

1. In the eighth paragraph of the cover page, we note your revised
disclosure that
 investors "will not and may never have direct ownership in our operating
subsidiaries"
 (emphasis added). Please revise the cover page to state that investors
may never hold
 equity interests in the Chinese operating companies. Refer to prior
comment 2 in our
 letter dated February 7, 2025. Also, please make corresponding revisions
to your
 related disclosure in the last paragraph on page 14.
 November 21, 2025
Page 2
2. Refer to the following disclosures:
 On the cover page, you disclose that "[u]nder the Confidentiality
Provisions,
 domestic companies established in mainland China seeking overseas
offering and
 listing... are required to institute a sound confidentiality and
archives system" and
 that under certain circumstances, such companies are required to
obtain approval
 from competent authorities and complete the relevant filing
procedures.
 On the cover page and page 16, you provide disclosure regarding the
Network
 Data Security Regulation, which you state requires that a network data
processor
 carrying out certain network data processing activities shall undergo
a national
 security review in accordance with relevant regulations.

 In your next amendment, please address the following in your disclosure:
(i) clarify
 whether you or your subsidiaries are subject to the requirements under
the
 Confidentiality Provisions and the Network Data Security Regulation,
respectively, in
 order to operate your business and to offer the securities being
registered to foreign
 investors; (ii) to the extent applicable, state affirmatively whether you
have received
 all requisite permissions or approvals for the Confidentiality Provisions
and the
 Network Data Security Regulation, respectively, and whether any
permissions or
 approvals have been denied; and (iii) with respect to romanettes (i) and
(ii) above,
 please disclose how you reached your conclusions. For example, state
whether you
 relied on an opinion of counsel or, alternatively, are relying on
management's internal
 assessment and discuss such assessment. If you relied on advice of
counsel, you
 should identify counsel and file the consent of counsel as an exhibit to
the registration
 statement.
Prospectus Summary
Summary of Risk Factors, page 7

3. Refer to your revised disclosures in the fifth bullet on page 8 and the
last risk factor
 on page 15 in response to prior comments 5 and 8, respectively, that
"[t]he Chinese
 government may exert more oversight and control over offerings that are
conducted
 overseas and foreign investment in China-based issuers, and we face
uncertainty about
 future actions by the PRC government that could affect our ability to
offer or continue
 to offer securities to investors and cause the value of our securities to
significantly
 decline or be worthless" (emphasis added). Please further revise your
disclosures on
 pages 8 and 15 to acknowledge any risks that any actions by the Chinese
government
 to exert more oversight and control over offerings that are conducted
overseas and/or
 foreign investment in China-based issuers could significantly limit or
completely
 hinder your ability to offer or continue to offer securities to investors
and cause the
 value of such securities to significantly decline or be worthless.
 November 21, 2025
Page 3
Risk Factors
We and our PRC subsidiary may be subject to data security, personal information
protection..., page 18

4. Refer to your revised disclosure in the second paragraph of this risk
factor that,
 "Bitmatrix engages in data processing activities as defined under the
Data Security
 Law." It appears you may have concluded that the Data Security Law is
applicable to
 your PRC subsidiary, Bitmatrix, based upon an opinion of your PRC
counsel. Refer to
 section C. of PRC counsel s opinion filed as exhibit 5.2. If so,
please revise to state as
 much, or advise otherwise.
Exhibit Index
Ex. 23.4 - Consent of Patrick Mak & Tse (contained in Exhibit 5.3), page II-6

5. The exhibit index indicates that the consent of Patrick Mak & Tse is
contained in
 Exhibit 5.3; however, we are unable to locate the consent in the
opinion. Please file
 counsel s consent separately with your next amendment or file a
revised opinion that
 includes counsel s consent.

 Please contact David Gessert at 202-551-2326 or David Lin at
202-551-3552 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Anthony W. Basch, Esq.
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