Bit Digital, Inc. Announces Commencement of Public Offering of its Ordinary Shares

Rhea-AI Summary

Bit Digital (NASDAQ:BTBT) has announced the commencement of an underwritten public offering of its ordinary shares. The company plans to use the net proceeds to purchase Ethereum.

The offering is being conducted through a shelf registration statement on Form S-3, with B. Riley Securities serving as the sole bookrunning manager, while Clear Street, Craig-Hallum, and Northland Capital Markets act as co-managers. The registration statement was declared effective on June 20, 2025.

Positive

• Net proceeds will be used to expand cryptocurrency holdings through Ethereum purchases
• Multiple financial institutions involved in managing the offering
• Already has effective shelf registration statement in place

Negative

• Potential dilution for existing shareholders
• No specified size or terms of the offering creates uncertainty
• Offering proceeds directed to volatile crypto assets rather than operations

Insights

Cryptocurrency Financial Analyst

Bit Digital's share offering to fund Ethereum purchases signals dilution for existing shareholders while betting on crypto market growth.

Bit Digital (BTBT) has announced a public offering of ordinary shares with proceeds earmarked specifically for purchasing Ethereum. This move represents a significant capital-raising initiative with important implications for both current and potential shareholders.

The offering structure indicates potential dilution for existing shareholders, as the company is issuing new ordinary shares rather than selling treasury stock. The scale of this dilution remains unclear as the announcement doesn't specify the offering size or price terms.

What's particularly noteworthy is the company's stated intention to use proceeds exclusively for Ethereum acquisition rather than operational expenses, mining equipment, or diversification. This represents a concentrated bet on Ethereum's future performance and suggests management views the current market as a strategic entry point.

The involvement of B. Riley Securities as sole bookrunner, with Clear Street, Craig-Hallum, and Northland Capital Markets as co-managers, indicates a structured approach to the offering. The company is utilizing its recently activated shelf registration statement that became effective on June 20, 2025.

Investors should recognize this as a fundamental strategic shift - Bit Digital is effectively transforming shareholder equity into cryptocurrency exposure. While this could amplify returns if Ethereum appreciates, it also concentrates risk and ties the company's fortunes more directly to cryptocurrency market fluctuations rather than operational mining efficiency.

NEW YORK, June 25, 2025 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) ("Bit Digital" or the "Company") today announced that it has commenced an underwritten public offering of its ordinary shares. All of the ordinary shares to be sold in the proposed offering will be offered by the Company. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The Company intends to use the net proceeds from the proposed offering to purchase Ethereum.

B. Riley Securities is acting as the sole bookrunning manager in the offering. Clear Street, Craig–Hallum and Northland Capital Markets are acting as co–managers in the offering.

The securities described above are being offered by the Company pursuant to a shelf registration statement on Form S-3, as amended,  including a base prospectus, that was originally filed with the Securities and Exchange Commission (the "SEC"), by the Company on April 30, 2025 and was declared effective on June 20, 2025. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC's website located at http://www.sec.gov Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from: B. Riley Securities, 1300 17^th Street North, Suite 1300, Arlington, VA 22209, Attention: Prospectus Department, by telephone at (703) 312-9580 or by email at prospectuses@brileysecurities.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Bit Digital

Bit Digital is a publicly traded digital asset platform focused on Ethereum-native treasury and staking strategies. The Company began accumulating and staking ETH in 2022 and now operates one of the largest institutional Ethereum staking infrastructures globally. Bit Digital's platform includes advanced validator operations, institutional-grade custody, active protocol governance, and yield optimization. Through strategic partnerships across the Ethereum ecosystem, Bit Digital aims to deliver exposure to secure, scalable, and compliant access to onchain yield. For additional information, please contact ir@bit-digital.com. 

Investor Notice and Safe Harbor Statement

This press release may contain certain "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 press release.

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 Securities and Exchange Commission 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 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.

 

 

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SOURCE Bit Digital, Inc.

FAQ

What is the purpose of Bit Digital's (BTBT) public offering in June 2025?

Bit Digital plans to use the net proceeds from the public offering to purchase Ethereum. The offering consists of ordinary shares being sold by the company.

Who are the underwriters for BTBT's June 2025 public offering?

B. Riley Securities is the sole bookrunning manager, while Clear Street, Craig-Hallum, and Northland Capital Markets are acting as co-managers for the offering.

When was Bit Digital's shelf registration statement declared effective?

Bit Digital's shelf registration statement on Form S-3 was declared effective by the SEC on June 20, 2025.

What is the size and price of Bit Digital's June 2025 public offering?

The size and terms of the offering have not been disclosed. The company stated there can be no assurance as to the actual size, terms, or completion of the offering.

How will BTBT's public offering affect existing shareholders?

The offering of new ordinary shares will likely result in dilution of existing shareholders' ownership in the company, as it increases the total number of outstanding shares.