ICG Intchains Group Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2024

Commission File Number: 001- 41500

INTCHAINS GROUP LIMITED

(Exact name of registrant as specified in its charter)

c/o Building 16, Lane 999, Xinyuan South Road,

Lin-Gang Special Area,

Pudong, Shanghai, 201306

People’s Republic of China

+86 021 58961080

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒   Form  40-F ☐

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Intchains Group Limited Reports Third Quarter 2024 Unaudited Financial Results

Intchains Group Limited (Nasdaq: ICG) (“we,” or the “Company”), an innovative altcoins development company that primarily focuses on providing integrated solutions consisting of high-performance computing ASIC chip products for altcoins, and on acquiring and holding ETH-based cryptocurrencies as its long-term asset reserve to support its Web3 industry development initiatives including actively developing Web3-based applications, today announced its unaudited financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Operating and Financial Highlights

Intchains Group Unveils: Innovation and a Promising Outlook

Mr. Qiang Ding, Chairman of the Board of Directors and Chief Executive Officer, commented, “We are pleased to see the development of the crypto industry in 2024, which has driven the Company’s third quarter revenue to US$8.6 million, representing a year-on-year increase of 781.4%.Our net income has turned positive compared to the same period last year. In Q3 2024, we continued to implement our strategy of accumulating ETH, reaching 4,149 ETH as of September 30, 2024 representing a 71.7% increase as of June 30, 2024. As part of our initial foray into blockchain application expansion, we launched Goldshell Pay in Q3 2024, offering a one-stop payment solution for merchants. In November 2024, we were excited to see that the total market capitalization of cryptocurrencies reached a historical high, with ETH prices surpassing the average cost of our holdings as of September 30, 2024. Based on our confidence in the future of the crypto industry, we plan to launch a hardware crypto wallet in Q4 2024, and further advance our application expansion on the foundation of Goldshell Pay. Actively exploring new projects, we expect to complete the production and commercialization of new ASICs by Q1 2025. Stay tuned as we continue to push boundaries with our initiatives.”

Third Quarter 2024 Financial Results

Revenue

Revenue was RMB60.3 million (US$8.6 million) for the third quarter of 2024, representing an increase of 781.4% from RMB6.8 million for the same period of 2023. The substantial growth was primarily driven by a significant increase in the average selling price of our latest ASIC chip products launched in 2024 compared to our earlier ASIC chip products.

Cost of Revenue

Cost of revenue was RMB19.5 million (US$2.8 million) for the third quarter of 2024, representing an increase of 29.6% from RMB15.1 million for the same period of 2023. The percentage increase in cost of revenue was substantially lower than the percentage increase in our revenue, which was primarily due to the higher gross margins for our latest ASIC chip products launched in 2024 compared to the older ASIC chip products.

Operating Expenses

Total operating expenses were RMB37.7 million (US$5.4 million) for the third quarter of 2024, representing an increase of 90.8% from RMB19.7 million for the same period of 2023. The increase was primarily due to an increase in research and development expenses, and general and administrative expenses, and loss on fair value of cryptocurrency, net.

Interest Income

Interest income decreased by 8.9% to RMB4.2 million (US$0.6 million) for the third quarter of 2024 from RMB4.6 million for the same period of 2023, mainly attributable to the decreased cash level due to our strategy of acquiring ETH-based cryptocurrencies using our cash flow.

Other Income, Net

Other income, net, increased by 90.9% to RMB2.6 million (US$0.4 million) for the third quarter of 2024 from RMB1.4 million for the same period of 2023. The increase was primarily due to an increase in grants received from the local government, which have no repayment obligations and change in fair value of short-term investments.

Net Income/(Loss)

As a result of the foregoing, we recorded a net income of RMB3.2 million (US$0.5 million) for the third quarter of 2024, compared to a net loss of RMB19.1 million for the same period of 2023.

Non-GAAP Adjusted Net Income/(Loss)

Non-GAAP adjusted net income in the third quarter of 2024 was RMB6.4 million (US$0.9 million), as compared to a non-GAAP adjusted net loss of RMB17.6 million for the same period of 2023.

Basic and Diluted Net Earnings/(Loss) Per Ordinary Share

Basic and diluted net earnings per ordinary share were RMB0.03 (US$nil) for the third quarter of 2024, compared to basic and diluted net loss per ordinary share of RMB0.16 for the same period of 2023.

Non-GAAP Basic and Diluted Net Earnings/(Loss) Per Ordinary Share

Non-GAAP adjusted diluted net income per ADS was RMB0.05 (US$nil) in the third quarter of 2024, compared to non-GAAP adjusted basic and diluted net loss per ordinary share of RMB0.15 in the same period of 2023. Each ADS represents two of the Company’s Class A ordinary shares.

Recent Development

Development of Goldshell Pay

As a part of our Web3 industry development initiatives, we have been actively developing applications based on blockchain technology. Goldshell Pay, our first such application, was launched in the third quarter of 2024. It provides professional, one-stop blockchain payment solutions for partners worldwide, equipping merchants with functions for risk monitoring, data operations, and business access. Once commercialized, we plan to collect service fees from merchants who process payments and receipts through Goldshell Pay. Currently in its trial stage, we do not expect Goldshell Pay to contribute materially to our profits during this phase. However, we believe it represents an important step toward becoming a company with a stable application development pipeline and the ability to navigate across the crypto cycle.

Conference Call Information

The Company’s management team will host an earnings conference call to discuss its financial results at 8:00 P.M. U.S. Eastern Time on November 20, 2024 (9:00 A.M. Beijing Time on November 21, 2024). Details for the conference call are as follows:

All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of dial-in numbers and a personal access PIN, which will be used to join the conference call.

Additionally, a live and archived webcast of the conference call will also be available at the Company’s website at https://intchains.com/.

About Intchains Group Limited

Intchains Group Limited is an innovative altcoins development company that primarily focuses on providing integrated solutions consisting of high-performance computing ASIC chip products for altcoins, and on acquiring and holding ETH-based cryptocurrencies as its long-term asset reserve to support its Web3 industry development initiatives including actively developing Web3-based applications. For more information, please visit the Company’s website at: https://intchains.com.

Exchange Rate Information

The unaudited United States dollar (“US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the noon buying rate of US$1.00=RMB7.0176 on the last trading day of the third quarter of 2024 (September 30, 2024). No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about: (i) our goals and strategies; (ii) our future business development, formed condition and results of operations; (iii) expected changes in our revenue, costs or expenditures; (iv) growth of and competition trends in our industry; (v) our expectations regarding demand for, and market acceptance of, our products; (vi) general economic and business conditions in the markets in which we operate; (vii) relevant government policies and regulations relating to our business and industry; (viii) fluctuations in the market price of ETH-based cryptocurrencies; gains or losses from the sale of ETH-based cryptocurrencies; changes in accounting treatment for the Company’s ETH-based cryptocurrencies holdings; a decrease in liquidity in the markets in which ETH-based cryptocurrencies are traded; security breaches, cyberattacks, unauthorized access, loss of private keys, fraud, or other events leading to the loss of the Company’s ETH-based cryptocurrencies; impacts to the price and rate of adoption of ETH-based cryptocurrencies associated with financial difficulties and bankruptcies of various participants in the industry; and (viii) assumptions underlying or related to any of the foregoing. Investors can identify these forward-looking statements by words or phrases such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

Use of Non-GAAP Financial Measures

In evaluating Company’s business, the Company uses non-GAAP measures, such as adjusted income (loss) from operations and adjusted net income (loss), as supplemental measures to review and assess its operating performance. The Company defines adjusted income (loss) from operations as income (loss) from operations excluding share-based compensation expenses, and adjusted net income (loss) as net income (loss) excluding share-based compensation expenses. The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making. The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools and investors should not consider them in isolation, or as a substitute for net income, cash flows provided by operating activities or other consolidated statements of operations and cash flows data prepared in accordance with U.S. GAAP. One of the key limitations of using adjusted net income is that it does not reflect all of the items of income and expense that affect the Company’s operations. Share-based compensation expenses have been and may continue to be incurred in Company’s business and are not reflected in the presentation of adjusted net income. Further, the non-GAAP financial measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance.

For investor and media inquiries, please contact:

Intchains Group Limited

Investor relations

Email: ir@intchains.com

Redhill

Belinda Chan

Tel: +852-9379-3045

Email: belinda.chan@creativegp.com

INTCHAINS GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share and per share data, or as otherwise noted)

INTCHAINS GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME/(LOSS)

(All amounts in thousands, except share and per share data, or as otherwise noted)

INTCHAINS GROUP LIMITED

RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except per share data)

INTCHAINS GROUP LIMITED

UNAUDITED CRYPTOCURRENCY-ADDITIONAL INFORMATION