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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): September 29, 2025
Bit Digital, Inc.
(Exact name of registrant as specified
in its charter)
| Cayman Islands |
|
001-38421 |
|
98-1606989 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
31 Hudson Yards, Floor 11
New York, NY |
|
10001 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (212) 463-5121 |
| (Registrant’s telephone number, including area code) |
| |
| 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 |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary Shares, $.01 par value |
|
BTBT |
|
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 7.01 Regulation FD Disclosure.
On September 29, 2025,
Bit Digital, Inc. (the “Company”) announced certain preliminary estimated and unaudited financial results for the two
months ended and as of August 31, 2025. Based upon preliminary estimated and unaudited data, the Company expects revenue and cost of
revenue (exclusive of depreciation) for the two months ended August 31, 2025 will be approximately $20.1 million to $22.2 million,
and $8.2 million to $9.0 million, respectively, and cash and cash equivalents as of August 31, 2025 will be approximately $163.7
million to $173.9 million.
The estimated and unaudited data
for the two months ended and as of August 31, 2025 are preliminary and based solely on information available to the Company as of September
29, 2025, and actual results for the two months ended August 31, 2025 remain subject to completion of its financial closing procedures.
The Company’s financial closing procedures for the three months ending and as of September 30, 2025 are not yet complete and, as
a result, the actual results for the two months ended August 31, 2025 included in the financial results for the three months ending September
30, 2025 may vary from the preliminary estimated and unaudited financial results presented herein.
The preliminary and
unaudited 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 7.01 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.
Item 8.01 Other Events.
On September 17, 2025, WhiteFiber,
Inc. (“WhiteFiber”), the Company’s high performance computing (“HPC”) subsidiary, in its Form 10-Q for the
quarter ended June 30, 2025, announced that WhiteFiber intends to complete its Tier-3 data center expansion project near Montreal, Canada
(referred to as MTL-2) in the first half of 2026 as it prioritizes other builds and preserves capital for more time-sensitive projects,
its data center site in Saint-Jerome, Quebec, a suburb of Montreal (referred to as MTL-3) in the fourth quarter of 2025, and the first
24 MW (gross) of its industrial/manufacturing building together with the underlying land located in Madison, North Carolina (referred
to as NC-1) in the first quarter of 2026. While NC-1 is expected to be completed in the first quarter of 2026, WhiteFiber management expects
it will start generating revenue in May of 2026.
In addition, the Company is
filing certain updated risk factor disclosure applicable to WhiteFiber for the purpose of supplementing and updating disclosures contained
in the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 14, 2025.
The supplemental updated risk factors are filed herewith as Exhibit 99.1 and are incorporated in this Item 8.01 by reference.
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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Supplemental Risk Factors. |
| 104 |
|
Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
BIT DIGITAL, INC. |
| |
|
|
| Date: September 29, 2025 |
By: |
/s/ Sam Tabar |
| |
|
Name: |
Sam Tabar |
| |
|
Title: |
Chief Executive Officer |
