Bit Digital, Inc. Announces Confidential Submission of Draft Registration Statement for Proposed Initial Public Offering of WhiteFiber Inc.

Rhea-AI Summary

Bit Digital (NASDAQ:BTBT) has announced that its wholly-owned HPC subsidiary, WhiteFiber Inc., has confidentially submitted a draft registration statement on Form S-1 to the SEC for a proposed initial public offering (IPO) of its ordinary shares.

The specific details regarding the number of shares to be offered and the price range have not been determined yet. The IPO's completion depends on market conditions and SEC review process. This announcement is made in accordance with Rule 135 under the Securities Act of 1933.

Positive

• Potential value creation through IPO of WhiteFiber subsidiary
• Strategic move to separate HPC business could unlock shareholder value
• Opportunity to raise capital for WhiteFiber's growth

Negative

• IPO subject to market conditions and SEC approval
• Potential reduction in Bit Digital's consolidated revenue post-spinoff
• Unknown valuation and share structure creates uncertainty

Insights

Financial Analyst specializing in IPOs and Corporate Restructuring

Bit Digital's HPC subsidiary WhiteFiber has filed confidentially for an IPO, potentially unlocking value while maintaining strategic flexibility.

Bit Digital has taken a significant first step in the IPO process for its wholly-owned High-Performance Computing (HPC) subsidiary, WhiteFiber Inc. The confidential submission of a draft registration statement to the SEC represents an early-stage but formal move toward a potential public offering. This confidential filing mechanism, available under the JOBS Act, allows WhiteFiber to work through regulatory feedback privately before committing to a public offering.

The announcement deliberately provides minimal details - no share count, price range, or specific timeline - which is typical at this preliminary stage. This strategic approach gives the company maximum flexibility to adjust its plans based on market conditions and regulatory feedback without public scrutiny.

For Bit Digital shareholders, this potential transaction represents a possible value-unlocking event. Parent companies often pursue subsidiary IPOs to:

• Establish a separate market valuation for distinct business segments
• Provide focused investment opportunities for different investor bases
• Create access to separate capital markets for growth funding
• Maintain strategic control while monetizing a portion of subsidiary value

However, investors should recognize this represents only initial intent. Many companies that file confidentially ultimately delay or abandon IPO plans based on market conditions, valuation concerns, or strategic pivots. The actual financial impact on Bit Digital remains undetermined, as the press release doesn't specify what ownership stake the parent company would retain post-IPO.

This announcement signals Bit Digital's strategic intent to potentially create separate public entities from its business portfolio, which typically aims to maximize shareholder value through more focused capital allocation and market valuation.

NEW YORK, June 25, 2025 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) ("Bit Digital" or the "Company"), today announced that its wholly-owned HPC subsidiary, WhiteFiber Inc. ("WhiteFiber"), has confidentially submitted a draft registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC") relating to the proposed initial public offering of WhiteFiber's ordinary shares. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is subject to market and other conditions and the completion of the SEC's review process.

The press release is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as amended (the "Securities Act"). This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act and other applicable securities laws.

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. 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.

Contact: 

Jo Anne McCusker
JAM Strategic Communications 
joanne@jam-comms.com
(917) 740-9499

 

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SOURCE Bit Digital, Inc.

FAQ

What is the IPO plan for Bit Digital's WhiteFiber subsidiary?

WhiteFiber Inc., Bit Digital's wholly-owned HPC subsidiary, has confidentially submitted a draft registration statement on Form S-1 to the SEC for a proposed IPO of its ordinary shares. The number of shares and price range are yet to be determined.

When will WhiteFiber's IPO take place?

The specific timing has not been announced. The IPO is subject to market conditions and SEC review process. The company has only submitted a confidential draft registration statement at this stage.

How will WhiteFiber's IPO affect Bit Digital (BTBT) shareholders?

The impact on BTBT shareholders is not yet disclosed. The structure of the IPO, including whether existing BTBT shareholders will receive any WhiteFiber shares or other benefits, will be detailed in the final registration statement.

What is WhiteFiber's business focus?

WhiteFiber is described as Bit Digital's HPC (High-Performance Computing) subsidiary. More specific details about its operations will be available when the registration statement becomes public.