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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 29, 2025
Bit Digital, Inc.
(Exact name of registrant as specified
in its charter)
Cayman Islands |
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001-38421 |
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98-1606989 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
31 Hudson Yards, Floor 11
New York, NY |
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10001 |
(Address of principal executive offices) |
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(Zip Code) |
(212) 463-5121 |
(Registrant’s telephone number, including area code) |
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N/A |
(Former name or former address if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Ordinary Shares, $.01 par value |
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BTBT |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial
Condition.
On July 29, 2025, WhiteFiber,
Inc. (“WhiteFiber”), a subsidiary of Bit Digital, Inc. (the “Company”), filed with the Securities and Exchange
Commission (the “SEC”) an amendment to its registration statement on Form S-1 (the “Registration Statement”).
The Registration Statement included both WhiteFiber’s preliminary estimated revenue and cost of revenue (exclusive of depreciation)
for the three months ended June 30, 2025. Based upon preliminary estimated financial results, WhiteFiber expects preliminary unaudited
revenue and unaudited cost of revenue for the three months ended June 30, 2025 will be approximately $17.7 million to $19.6 million and
$6.7 million to $7.4 million respectively.
The unaudited revenue and
unaudited cost of revenue for the three months ended June 30, 2025 reflects WhiteFiber’s preliminary estimates with respect to such
results based on currently available information and is subject to completion of its financial closing procedures. WhiteFiber’s
financial closing procedures for the three months ended June 30, 2025 are not yet complete and, as a result, its actual results may vary
from the estimated preliminary results presented here.
WhiteFiber is a provider of
artificial intelligence (“AI”) infrastructure solutions. WhiteFiber owns high-performance computing (“HPC”) data
centers and provides cloud-based HPC graphics processing units services for customers such as AI application and machine learning developers.
The preliminary estimates
presented herein have been prepared by, and are the responsibility of, management. Audit Alliance LLP, our independent registered public
accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information.
Accordingly, Audit Alliance LLP does not express an opinion or any other form of assurance with respect thereto.
The information contained in this Item 2.02 is
being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities under that section, or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
Forward-Looking Statements
This Current Report on Form
8-K (this “Current Report”) contains “forward-looking statements” relating to the business of Bit Digital, Inc.,
and its subsidiary companies. All statements, other than statements of historical fact, included herein are “forward-looking statements.”
These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “intends,”
“expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that
the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and
these expectations may prove to be incorrect. Investing in our securities involves a high degree of risk. Before making an investment
decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors”
in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (Annual Report) and any subsequently filed quarterly
reports on Form 10-Q and any Current Reports on Form 8-K. Investors should not place undue reliance on these forward-looking statements,
which speak only as of the date of this Current Report.
The Company’s actual
results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including
those discussed in the Company’s periodic reports that are filed with the SEC and available on its website at http://www.sec.gov.
If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the
value of our securities could decline and you could lose part or all of your investment. Additional risks not presently known to us or
that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable
indicator of future performance, and historical trends should not be used to anticipate results in the future. All forward-looking statements
attributable to the Company or persons acting on its behalf, including WhiteFiber, are expressly qualified in their entirety by these
factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements
SIGNATURES
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 hereunto duly authorized.
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BIT DIGITAL, INC. |
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Date: |
July 29, 2025 |
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By: |
/s/ Sam Tabar |
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Name: |
Sam Tabar |
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Title: |
Chief Executive Officer |