[8-K] Bit Digital, Inc. Reports Material Event

Rhea-AI Filing Summary

Bit Digital (BTBT) 8-K Highlights: Subsidiary WhiteFiber, Inc. amended its Form S-1 and disclosed preliminary, unaudited Q2-25 revenue of $17.7–$19.6 million and cost of revenue of $6.7–$7.4 million (ex-depreciation). The figures imply a gross margin of roughly 60-64% for the quarter, reflecting early traction in WhiteFiber’s AI/HPC data-center services business.

The estimates are based on management’s available information and remain subject to final closing procedures; Audit Alliance LLP has performed no review or assurance work. All data are furnished, not filed, and may change. Apart from these estimates, no consolidated results, guidance, or comparative periods were provided. Extensive forward-looking-statement language emphasizes operational and market risks.

Insights

Equity Research Analyst

TL;DR: New AI subsidiary shows solid gross margin, but numbers are preliminary and unreviewed.

WhiteFiber’s estimated $18 m top line and ~60% gross margin suggest the AI infrastructure pivot could become a meaningful contributor for BTBT, particularly if scalability is proven in future quarters. However, without historical comparables or consolidated context, investors cannot gauge growth velocity or dilution risk from the planned IPO. The lack of auditor review and the furnished (vs. filed) status temper confidence. Near-term share impact is modest until audited results arrive.

Risk Analyst

TL;DR: Disclosure reduces information asymmetry but carries high estimation and execution risk.

Management’s early release mitigates uncertainty ahead of WhiteFiber’s S-1, yet the broad revenue range, absence of depreciation data, and explicit auditor non-involvement expose investors to revision risk. Forward-looking cautionary language underscores volatility typical of AI/HPC ventures. Impact is neutral to mildly positive for transparency, but valuation adjustments should wait for audited numbers.

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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): July 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 2.02 Results of Operations and Financial Condition.

On July 29, 2025, WhiteFiber, Inc. (“WhiteFiber”), a subsidiary of Bit Digital, Inc. (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) an amendment to its registration statement on Form S-1 (the “Registration Statement”). The Registration Statement included both WhiteFiber’s preliminary estimated revenue and cost of revenue (exclusive of depreciation) for the three months ended June 30, 2025. Based upon preliminary estimated financial results, WhiteFiber expects preliminary unaudited revenue and unaudited cost of revenue for the three months ended June 30, 2025 will be approximately $17.7 million to $19.6 million and $6.7 million to $7.4 million respectively.

The unaudited revenue and unaudited cost of revenue for the three months ended June 30, 2025 reflects WhiteFiber’s preliminary estimates with respect to such results based on currently available information and is subject to completion of its financial closing procedures. WhiteFiber’s financial closing procedures for the three months ended June 30, 2025 are not yet complete and, as a result, its actual results may vary from the estimated preliminary results presented here.

WhiteFiber is a provider of artificial intelligence (“AI”) infrastructure solutions. WhiteFiber owns high-performance computing (“HPC”) data centers and provides cloud-based HPC graphics processing units services for customers such as AI application and machine learning developers.

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 SEC 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, including WhiteFiber, 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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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BIT DIGITAL, INC.
Date:	July 29, 2025		By:	/s/ Sam Tabar
				Name:	Sam Tabar
				Title:	Chief Executive Officer

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FAQ

What revenue did Bit Digital's WhiteFiber report for Q2 2025?

WhiteFiber’s preliminary unaudited revenue is estimated at $17.7 million to $19.6 million for the quarter ended June 30, 2025.

What were WhiteFiber's preliminary cost of revenue figures?

Cost of revenue (excluding depreciation) is estimated at $6.7 million to $7.4 million.

Are the Q2 2025 figures audited?

No. Audit Alliance LLP has not audited, reviewed, or compiled the preliminary numbers.

What business does WhiteFiber operate?

WhiteFiber owns high-performance computing data centers and provides cloud-based GPU services for AI and machine-learning developers.

Does this 8-K include Bit Digital’s consolidated results or guidance?

No. The filing only furnishes WhiteFiber’s preliminary revenue and cost data; no consolidated results or guidance were provided.