Bit Digital, Inc. Announces Full Exercise of Underwriters' Option to Purchase Additional Ordinary Shares

Rhea-AI Summary

Bit Digital (NASDAQ: BTBT) announced that underwriters have fully exercised their option to purchase an additional 11.25 million ordinary shares, generating approximately $21.4 million in additional net proceeds. Combined with the initial offering, the company raised total net proceeds of approximately $162.9 million through the issuance of 86.25 million ordinary shares.

The underwriters' option exercise closed on July 1, 2025. B. Riley Securities served as the sole bookrunning manager, while Clear Street, Craig-Hallum, and Northland Capital Markets acted as co-managers. The company plans to use the proceeds to purchase Ethereum. The offering was made pursuant to a shelf registration statement on Form S-3 that was declared effective on June 20, 2025.

Positive

• Successfully raised additional $21.4 million through full exercise of underwriters' option
• Total net proceeds of $162.9 million strengthens company's capital position
• Clear intended use of proceeds for Ethereum investment shows strategic direction

Negative

• Significant shareholder dilution from issuance of 86.25 million new ordinary shares
• Concentration risk from allocating proceeds solely to Ethereum investment

NEW YORK, July 1, 2025 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) ("Bit Digital" or the "Company"), today announced that the underwriters of its recent underwritten public offering have fully exercised their option to purchase an additional 11,250,000 ordinary shares, resulting in additional net proceeds to the Company of approximately $21.4 million, before estimated offering expenses. The exercise of the option closed on July 1, 2025.

After giving effect to the full exercise of the underwriters' option to purchase additional ordinary shares, a total of 86,250,000 ordinary shares were issued and sold by the Company in the underwritten public offering. The net proceeds to the Company from the underwritten public offering, including the full exercise of the underwriters' option to purchase additional ordinary shares, are approximately $162.9 million, after deducting the underwriting discount and estimated offering expenses payable by us. The Company intends to use the net proceeds from this offering to purchase Ethereum.

B. Riley Securities acted as the sole bookrunning manager in the offering and Clear Street, Craig-Hallum and Northland Capital Markets acted as co-managers for the offering.

The securities described above were 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 final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available for free on the SEC's website located at http://www.sec.gov.

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.

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

How much did Bit Digital (BTBT) raise in total from its public offering in 2025?

Bit Digital raised total net proceeds of approximately $162.9 million, including $21.4 million from the full exercise of the underwriters' option.

How many additional shares did BTBT's underwriters purchase in July 2025?

The underwriters purchased an additional 11.25 million ordinary shares, bringing the total offering to 86.25 million shares.

What will Bit Digital use the proceeds from its 2025 offering for?

Bit Digital intends to use the net proceeds to purchase Ethereum.

Who were the underwriters for Bit Digital's 2025 public offering?

B. Riley Securities acted as the sole bookrunning manager, while Clear Street, Craig-Hallum, and Northland Capital Markets served as co-managers.

When was BTBT'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.