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CORRESP
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Level
24, Lee Garden One, 33 Hysan Avenue

Causeway
Bay, Hong Kong SAR

September
11, 2025

Office
of Crypto Assets

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Messrs. David Lin and David Gessert

    Re:
    Abits
    Group Inc

    Amendment
    No. 1 to Registration Statement on Form F-3

    Filed
    May 30, 2025

    File
    No. 333-284387

Dear
Mr. Lin and Mr. Gessert:

This
letter is in response to the comments set forth in the letter dated June 12, 2025 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Abits Group Inc (the “Company,”
“we” or “our”). For the Staff’s convenience, we have recited each of the comments in the Staff’s
letter below in bold and have followed the comment with the Company’s response immediately thereafter. Amendment No. 2 to the Registration
Statement on Form F-3 (the “Amendment”) is being filed to accompany this letter. Capitalized terms used herein shall have
the meanings ascribed to them in the Common Letter unless otherwise defined herein.

Amendment
No. 1 to Registration Statement on Form F-3

Cover
Page

    1.
    We
                                            note your response and revised disclosure to prior comment 2 and partially reissue. Please
                                            further that revise the cover page to acknowledge Chinese regulatory authorities could disallow
                                            your corporate structure, which would likely result in a material change in your operations
                                            and/or a material change in the value of the securities you are registering for sale, including
                                            that it could cause the value of such securities to significantly decline or become worthless.
                                            In this regard, and without limitation, we note the following points:

    ●
    Your
    principal executive offices are located in Hong Kong, as disclosed on the cover page, and your revised definition of “PRC”
    includes Hong Kong.

    ●
    You
    disclose that (i) both your U.S.-based operating subsidiaries (Abit USA and Abits Inc.) are wholly-owned direct subsidiaries of your
    Hong Kong subsidiary (Abit HK); (ii) your U.S. operating subsidiaries may provide dividend or other distributions to you through
    your Hong Kong subsidiary; and (iii) as a holding company, you may rely on dividends or payments by your subsidiaries to fund your
    cash and financing requirements.

    ●
    It
    appears that a majority of your directors may be located in the PRC based upon your disclosure in the enforceability of civil liabilities
    section.

Please
revise accordingly.

Response:
We have revised the disclosures on the cover page of the prospectus in response to the Staff’s comments.

Cover
                                            Page

    2.
    We
    note your response and revised disclosure to prior comment 3 and partially reissue. Consistent with comment 1 above, and as previously
    requested, your cover page disclosure should make clear whether the legal and operational risks associated with being based in or
    having some portion of the company’s operations in China could result in a material change in your operations and/or the value
    of the securities you are registering for sale or 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. Please revise accordingly.

    Response:
    We have revised the disclosures on the cover page of the prospectus in response to the Staff’s comment.

    3.
    We
    note your added disclosures on the prospectus cover page and page 10 in response to prior comments 4 and 8, respectively, regarding
    certain inter-company loans for each of the three years ended December 31, 2024. To the extent applicable, please revise your disclosures
    to disclose your intentions to settle amounts owed under your operating structure.

    Response:
    The current balances are due from Abits Group Inc (the public holding company) and its wholly owned direct subsidiary, Abit Hong
    Kong Limited (the intermediate holding company), to Abit USA Inc (an operating subsidiary).   To the extent that Abits Group
    Inc receives fundings from future capital raises, we expect to use cash proceeds from such securities offerings to settle the inter-company
    loan balance due from the public company and the loan balance due from the intermediate holding company through the public company’s
    capital contribution to its direct subsidiary. We have revised the disclosures on the cover page and page 11 of the prospectus.

    4.
    On
    the prospectus cover page and page 10, you disclose that you do not anticipate any difficulties with your ability to transfer cash
    between your subsidiaries. Please revise these disclosures to state that there is no assurance the PRC government will not intervene
    in or impose restrictions on the ability of you or your subsidiaries to transfer cash or assets.

    Response:
    We have revised the disclosures on the cover page and page 12 of the prospectus in response to the Staff’s comment.

Prospectus
Summary

Summary
of Risk Factors, page 7

    5.
    We
    note your revised disclosure in response to prior comment 6 and partially reissue. Please further revise your summary risk factors
    to describe in greater detail the risks that your corporate structure and being based in or having some portion of the company’s
    operations in China poses to investors. In this regard, please address the following points.

    ●
    Describe
                                            in greater detail the significant (i) liquidity risks and (ii) enforcement risks (e.g., risks
                                            and uncertainties regarding the enforcement of laws in China), with cross-references to a
                                            more detailed discussion of these risks in the prospectus.

    ●
    Discuss
                                            the risk that the Chinese government may intervene or influence your operations at any time,
                                            or may exert more control over offerings conducted overseas and/or foreign investment in
                                            China-based issuers, which could result in a material change in your operations and/or the
                                            value of the securities you are registering for sale.

    ●
    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.

    Response:
    In response to the Staff’s comments, we have revised the Summary of Risk Factors and included new risk factors describing
    the above risks on page 8 of the Amendment.

Permission
                                            Required from the PRC Authorities, page 8

    6.
    We
    note your revised disclosures at pages 8 - 9 in response to prior comment 7. Please further revise to describe the consequences to
    you and your investors if you or your subsidiaries: (i) do not maintain any required permissions or approvals from Chinese authorities
    (e.g., Bitmatrix’s business license), (ii) inadvertently conclude that any requisite permissions or approvals are not required,
    or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in
    the future.

    Response:
    We have revised the disclosure on page 9 of the Amendment in response to the Staff’s comment.

    7.
    As
    a related matter, please revise the second paragraph on page 9 to remove your statement that you “do not expect any changes
    with respect to Bitmatrix’s activity or deregistration would materially and adversely affect [your] bitcoin mining business,
    operating results or financial condition” in the event you or Bitmatrix are required to obtain additional licenses, permits,
    filings or approvals for its intra-company services in the future. In this regard, for example, we note your related risk factor
    disclosure on page 14 that you could be subject to fines or other regulatory sanctions if you were to be required to obtain any permission
    or approval from or complete any filing procedures with the CSRC, the CAC, or other PRC governmental authorities under the PRC laws.

    Response:
    We have revised disclosures on page 8 of the Amendment in response to the Staff’s comment.

Risk
                                            Factors, page 12

    8.
    We
    note your response to prior comment 11. Given the legal and operational risks associated with being based in or having some portion
    of the company’s operations in China, we are unable to concur with your view that any influence or control the Chinese government
    may exercise, if any, would not have a material impact on your business or the value of your securities. As such, we reissue prior
    comment 11 in full. Please revise accordingly.

    Response:
    We have revised the disclosures on page 12 of the Amendment in response to the Staff’s above comment.

Risks
Related to Limited Operations in the Jurisdictions in which Our Subsidiaries Have Presence, page 12

    9.
    Please
    rename the risk factor subsection titled, “Risks Related to Limited Operations in the Jurisdictions in which Our Subsidiaries
    Have Presence” to more clearly reference the risks that your corporate structure and being based in or having some portion
    of the company’s operations in China poses to investors. Also, please make corresponding revisions elsewhere, as applicable,
    including in your summary of risk factors disclosure at page 8.

    Response:
    We have revised the risk factor subsection title on page 8 and 13 in response to the Staff’s comment.

Our
financial condition and results of operations..., page 15

    10.
    We
    note your added risk factor disclosure in response to prior comment 12. Please address the following points in your next amendment:

    ●
    Please
                                            further revise this risk factor to address the basis for your disclosures regarding the applicability
                                            of the PRC laws and regulations referenced therein to you and your subsidiaries, including,
                                            without limitation: (i) your belief statements in the second and third paragraphs, respectively,
                                            regarding the applicability of the Data Security Law and the PIPL to you and/or your subsidiaries;
                                            and (ii) your statement in the fourth paragraph that your PRC subsidiary’s activity
                                            related to cross-border data transfer is limited to your corporate and personnel internal
                                            uses and does not fall under certain categories specified under the Measures. For example,
                                            please clearly 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. Please revise as appropriate.

    Response:
    We have revised the risk factor disclosure on page 18 of the Amendment and stated we relied on an opinion of counsel
    as the basis for our disclosures regarding the applicability of the referenced PRC laws and regulations to us and our subsidiaries.
    We have identified our PRC counsel and have filed a legal opinion letter from our PRC counsel as an exhibit to the Amendment.

    ●
    You
    disclose in the last paragraph of this risk factor that if the referenced PRC laws and regulations related to cybersecurity and data
    privacy are deemed to be applicable to you and your subsidiaries, you may be considered noncompliant therewith, which could materially
    and adversely affect your financial condition and results of operations. Please expand your disclosure to also discuss any attendant
    impact on your offering in such event.

    Response:
    We have revised the disclosure on page 18 of the Amendment in response to the Staff’s comment.

You
may face difficulties in protecting your interests as a shareholder..., page 18

    11.
    Please
    expand this risk factor to address the enforceability of civil liabilities in the PRC and Hong Kong, consistent with your disclosure
    in the enforceability of civil liabilities section. Refer to the third bullet of prior comment 14.

    Response:
    We have revised the disclosure on page 21 of the Amendment in response to the Staff’s above comment.

Enforceability
of Civil Liabilities..., page 41

    12.
    On
                                            page 41, we note your disclosure regarding your directors and executive officers that: (i)
                                            a majority of your directors and executive officers are nationals and/or residents of countries
                                            other than the United States; (ii) Conglin Deng resides “part of the year” in
                                            the United States; (iii) Tao Xu, Chuan Zhan and Yanyan Sun, are nationals or residents of
                                            the PRC; (iv) Khuat Leok Choong does not reside in the United States; and (v) Wanhong Tan
                                            resides in Malaysia for a “substantial portion” of his time. Based upon your
                                            revised disclosure, it remains unclear the extent to which any of your directors or executive
                                            officers are located in the PRC or Hong Kong. Please further revise to clearly state whether
                                            any of your directors or executive officers are located in the PRC or Hong Kong. If so, please
                                            identify the relevant individuals and discuss the difficulty of bringing actions against
                                            them and enforcing judgments against them. As applicable, please also make corresponding
                                            revisions to your risk factor titled, “You may face difficulties in protecting your
                                            interests as a shareholder...,” on page 18. Refer to the second and third bullets of
                                            prior comment 14.

    Response:
    We have revised the disclosure in response to the Staff’s comments to clearly state the locations of our directors and executive
    officers. We have identified the relevant individuals and discussed the difficulty of bringing actions against them and enforcing
    judgments against them. Please see the revised disclosure on page 45 of the Amendment. We have also made corresponding revisions
    to the relevant risk factor on page 21.

    13.
    Please
    reconcile your disclosur