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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): October 31, 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 2.02 Results of Operations and Financial Condition.
On October 31, 2025, Bit Digital,
Inc. (the “Company”) announced preliminary estimated revenue and cost of revenue (exclusive of depreciation) for the three
months ended September 30, 2025 and cash and cash equivalents as of September 30, 2025. Based upon preliminary estimated financial results,
the Company expects preliminary unaudited revenue and cost of revenue (exclusive of depreciation) for the three months ended September
30, 2025 will be approximately $28.9 million to $32.0 million, and $11.5 million to $12.7 million, respectively and cash and cash equivalents
as of September 30, 2025 will be approximately $173.7 million to $184.5 million.
The unaudited revenue and
cost of revenue (exclusive of depreciation) for the three months ended September 30, 2025 and cash and cash equivalents as of September
30, 2025 reflects the Company’s preliminary estimates with respect to such results based on currently available information and
is subject to completion of its financial closing procedures. The Company’s financial closing procedures for the three months ended
September 30, 2025 are not yet complete and, as a result, its actual results may vary from the estimated preliminary results presented
here.
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 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.
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: October 31, 2025 |
By: |
/s/ Sam Tabar |
| |
|
Name: |
Sam Tabar |
| |
|
Title: |
Chief Executive Officer |
